Common use of Repurchase of Securities Clause in Contracts

Repurchase of Securities. (a) Solely with respect to the Notes, the following paragraph is added as new Section 13.1 under new Article Thirteen of the Indenture entitled “REPURCHASES”: (a) At the option of the Holder, the Issuer shall repurchase on July 15, 2008, 2009, 2012, 2017, 2022, 2027 and 2032 (each, a “Repurchase Date”) all or a portion of the Securities held by such Holder at a price in cash (the “Repurchase Price”) equal to 100% of the principal amount of Securities to be repurchased, plus accrued and unpaid interest, up to and including the calendar day immediately preceding the date on which payment of the Repurchase Price is made; provided that the Issuer shall pay the portion of such interest payable with respect to the interest period ending on the Repurchase Date to the Holder of record on the Record Date corresponding to such Repurchase Date, and the Issuer shall pay to the Holder submitting the Security for repurchase a price in cash equal to 100% of the principal amount of the Securities to be repurchased. (b) In connection with any repurchase of Securities pursuant to this Section 13.1, the Issuer shall give written notice of the Repurchase Date to the Holders of the Securities (the “Issuer Repurchase Notice”). The Issuer Repurchase Notice shall be sent to the Trustee and to each Holder (and each beneficial owner if required by applicable law) not less than 30 days prior to each Repurchase Date. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Security for repurchase pursuant to this Section 13.1 shall be determined by the Issuer, whose determination shall be final and binding. Each Issuer Repurchase Notice shall include a form of Repurchase Notice to be completed by a Holder and shall state: (i) the Repurchase Date, the Repurchase Price and the Conversion Rate; (ii) the name and address of the Trustee or the paying agent and the Conversion Agent; (iii) that Securities as to which a Repurchase Notice has been given may be converted only if the applicable Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Trustee or the paying agent (by effecting book entry transfer of the Securities or delivering definitive Securities, together with necessary endorsements, as the case may be) to collect payment of the Repurchase Price; (v) that the Repurchase Price for any Securities as to which a Repurchase Notice has been given and not withdrawn shall be paid promptly following the later of the Repurchase Date and the time of surrender of such Securities as described in clause (iv); (vi) the procedures the Holder must follow under this Section 13.1; (vii) that, unless the Issuer defaults in making payment of such Repurchase Price, interest on Securities covered by any Repurchase Notice will cease to accrue on and after the date so specified in Section 13.1(a) as the date after which interest ceases to accrue; (viii) the CUSIP number of the Securities; and (ix) the procedures for withdrawing a Repurchase Notice (as specified in Section 13.3). (c) At the Issuer’s request, which shall be made at least five Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which the Issuer Repurchase Notice is to be given to the Holders in accordance with this Section 13.1, and at the Issuer’s expense, the Trustee shall give the Issuer Repurchase Notice in the Issuer’s name; provided that, in all cases, the text of the Issuer Repurchase Notice shall be prepared by the Issuer. (d) If any of the Securities is in the form of a Global Security, then the Issuer shall modify such notice to the extent necessary to accord with the Applicable Procedures that apply to the repurchase of Global Securities. (e) Securities shall be repurchased pursuant to this Section 13.1 at the option of the Holder thereof upon: (i) delivery to the Issuer and the Trustee by the Holder of a written notice substantially in the form attached to the Security (a “Repurchase Notice”) at any time prior to the close of business on the Repurchase Date stating: (A) if the Security which the Holder will deliver to be repurchased is a Security in definitive form, the certificate number of such Security, or if such Security is a Global Security, information in accordance with the Applicable Procedures; (B) the portion of the principal amount of the Security which the Holder will deliver to be repurchased, which portion must be in a principal amount of $1,000 or any integral multiple thereof; and (C) that such Security shall be repurchased as of the Repurchase Date pursuant to the terms and conditions specified in this Indenture; and (ii) delivery or book-entry transfer of such Security to the Trustee or paying agent prior to, on or after the Repurchase Date (together with all necessary endorsements) at the offices of the Trustee or the paying agent, such delivery being a condition to receipt by the Holder of the Repurchase Price therefor; provided that the Repurchase Price shall be so paid pursuant to this Section 13.1 only if the Security so delivered to the Trustee or the paying agent shall conform in all material respects to the description thereof in the related Repurchase Notice. (f) The Issuer shall repurchase from the Holder thereof, pursuant to this Section 13.1, 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 repurchase of all of a Security also apply to the repurchase of a portion of a Security. (g) Any repurchase by the Issuer contemplated pursuant to the provisions of this Section 13.1 shall be consummated by the delivery to the Trustee or the paying agent of the Repurchase Price to be received by the Holder promptly following the later of the Repurchase Date and the time of delivery or book-entry transfer of the Security (together with all necessary endorsements, if any) to the Trustee or the paying agent in accordance with this Section 13.1. (h) Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee or the paying agent the Repurchase Notice contemplated by this Section 13.1 shall have the right to withdraw such Repurchase Notice at any time prior to the close of business on the Repurchase Date by delivery of a written notice of withdrawal to the Trustee or the paying agent, as applicable, at the principal office of the Trustee or the paying agent, as applicable, in accordance with Section 13.3. If the Trustee or the paying agent holds money sufficient to pay the Repurchase Price of a Security on the Repurchase Date in accordance with the terms of this Indenture, then, immediately after the Repurchase Date, the Security will cease to be Outstanding, whether or not the Security is delivered to the Trustee or the paying agent. Thereafter, all other rights of the Holder of a Security shall terminate, other than the right to receive the Repurchase Price upon delivery of the Security. (i) The Trustee or the paying agent shall promptly notify the Issuer of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. (j) No Securities may be repurchased by the Issuer on a Repurchase Date pursuant to this Section 13.1 if the principal amount of the Securities has been accelerated, and such acceleration has not been rescinded, on or prior to the Repurchase Date. The Trustee or the paying agent shall 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 acceleration of the principal amount of the Securities (other than an acceleration resulting from 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.” (b) Solely with respect to the Notes, the following paragraph is added as new Section 13.2 under new Article 13 of the Indenture:

Repurchase of Securities. (a) Solely with respect to the Notes, the following paragraph is added as new Section 13.1 under new Article Thirteen at Option of the Indenture entitled “REPURCHASES”:----------------------------------------- Holder upon Change of Control. ----------------------------- (a) At In the option event that a Change of Control Triggering Event occurs, each Holder of Securities shall have the right, at such Holder's option, subject to the Issuer shall terms and conditions of this Indenture, to require the Issuers to repurchase on July 15, 2008, 2009, 2012, 2017, 2022, 2027 and 2032 (each, a “Repurchase Date”) all or a portion any part of such Holder's Securities (provided, that the principal amount of such Securities held by must be $1,000 or an integral multiple thereof) on the date that is no later than 45 Business Days after the occurrence of such Holder Change of Control Triggering Event (the "Change of Control Purchase Date"), at a ------------------------------- cash price in cash (the “Repurchase Price”) equal to 100101% of the principal amount thereof (the "Change of Securities to be repurchasedControl Purchase Price"), plus together with accrued and -------------------------------- unpaid interestinterest (and Liquidated Damages), up to and including the calendar day immediately preceding the date on which payment of the Repurchase Price is made; provided that the Issuer shall pay the portion of such interest payable with respect if any, to the interest period ending on the Repurchase Date to the Holder Change of record on the Record Date corresponding to such Repurchase Control Purchase Date, and the Issuer shall pay to the Holder submitting the Security for repurchase a price in cash equal to 100% of the principal amount of the Securities to be repurchased. (b) In connection with any repurchase of Securities the event that, pursuant to this Section 13.110.1, the Issuer Issuers shall give written notice of the Repurchase Date be required to the Holders of the commence an offer to purchase Securities (a "Change of Control Offer"), the “Issuer Repurchase Notice”). The Issuer Repurchase Notice Issuers ----------------------- shall be sent to follow the Trustee and to each Holder (and each beneficial owner if required by applicable law) not less than 30 days prior to each Repurchase Date. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Security for repurchase pursuant to procedures set forth in this Section 13.1 shall be determined by the Issuer, whose determination shall be final and binding. Each Issuer Repurchase Notice shall include a form of Repurchase Notice to be completed by a Holder and shall state10.1 as follows: (i1) the Repurchase Date, Change of Control Offer shall commence within 20 Business Days following the Repurchase Price and the Conversion RateChange of Control Triggering Event; (ii2) the name and address Change of the Trustee or the paying agent and the Conversion AgentControl Offer shall remain open for at least 20 Business Days; (iii3) that Securities as to which within 5 Business Days following the expiration of a Repurchase Notice has been given may be converted only if Change of Control Offer, the applicable Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Trustee or the paying agent (by effecting book entry transfer Issuers shall purchase all of the tendered Securities or delivering definitive Securitiesat the Change of Control Purchase Price, together with necessary endorsementsplus accrued interest (and Liquidated Damages, as the case may be) to collect payment of the Repurchase Price; (v) that the Repurchase Price for any Securities as to which a Repurchase Notice has been given and not withdrawn shall be paid promptly following the later of the Repurchase Date and the time of surrender of such Securities as described in clause (ivif any); (vi4) if the procedures Change of Control Purchase Date is on or after an interest payment record date and on or before the Holder must follow under this Section 13.1; related interest payment date, any accrued interest (viiand Liquidated Damages, if any) that, unless the Issuer defaults in making payment of such Repurchase Price, interest on Securities covered by any Repurchase Notice will cease to accrue on and after the date so specified in Section 13.1(a) as the date after which interest ceases to accrue; (viii) the CUSIP number of the Securities; and (ix) the procedures for withdrawing a Repurchase Notice (as specified in Section 13.3). (c) At the Issuer’s request, which shall be made at least five Business Days (unless a shorter period shall be satisfactory paid to the Trustee) prior to the date by which the Issuer Repurchase Notice person in whose name a Security is to be given to the Holders in accordance with this Section 13.1, and registered at the Issuer’s expense, the Trustee shall give the Issuer Repurchase Notice in the Issuer’s name; provided that, in all cases, the text of the Issuer Repurchase Notice shall be prepared by the Issuer. (d) If any of the Securities is in the form of a Global Security, then the Issuer shall modify such notice to the extent necessary to accord with the Applicable Procedures that apply to the repurchase of Global Securities. (e) Securities shall be repurchased pursuant to this Section 13.1 at the option of the Holder thereof upon: (i) delivery to the Issuer and the Trustee by the Holder of a written notice substantially in the form attached to the Security (a “Repurchase Notice”) at any time prior to the close of business on the Repurchase Date stating: (A) if the Security which the Holder such record date, and no additional interest will deliver be payable to be repurchased is a Security in definitive form, the certificate number of such Security, or if such Security is a Global Security, information in accordance with the Applicable Procedures; (B) the portion of the principal amount of the Security which the Holder will deliver to be repurchased, which portion must be in a principal amount of $1,000 or any integral multiple thereof; and (C) that such Security shall be repurchased as of the Repurchase Date Securityholders who tender Securities pursuant to the terms and conditions specified in this Indenture; and (ii) delivery or book-entry transfer Change of such Security to the Trustee or paying agent prior to, on or after the Repurchase Date (together with all necessary endorsements) at the offices of the Trustee or the paying agent, such delivery being a condition to receipt by the Holder of the Repurchase Price therefor; provided that the Repurchase Price shall be so paid pursuant to this Section 13.1 only if the Security so delivered to the Trustee or the paying agent shall conform in all material respects to the description thereof in the related Repurchase Notice. (f) The Issuer shall repurchase from the Holder thereof, pursuant to this Section 13.1, 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 repurchase of all of a Security also apply to the repurchase of a portion of a Security. (g) Any repurchase by the Issuer contemplated pursuant to the provisions of this Section 13.1 shall be consummated by the delivery to the Trustee or the paying agent of the Repurchase Price to be received by the Holder promptly following the later of the Repurchase Date and the time of delivery or book-entry transfer of the Security (together with all necessary endorsements, if any) to the Trustee or the paying agent in accordance with this Section 13.1. (h) Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee or the paying agent the Repurchase Notice contemplated by this Section 13.1 shall have the right to withdraw such Repurchase Notice at any time prior to the close of business on the Repurchase Date by delivery of a written notice of withdrawal to the Trustee or the paying agent, as applicable, at the principal office of the Trustee or the paying agent, as applicable, in accordance with Section 13.3. If the Trustee or the paying agent holds money sufficient to pay the Repurchase Price of a Security on the Repurchase Date in accordance with the terms of this Indenture, then, immediately after the Repurchase Date, the Security will cease to be Outstanding, whether or not the Security is delivered to the Trustee or the paying agent. Thereafter, all other rights of the Holder of a Security shall terminate, other than the right to receive the Repurchase Price upon delivery of the Security. (i) The Trustee or the paying agent shall promptly notify the Issuer of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. (j) No Securities may be repurchased by the Issuer on a Repurchase Date pursuant to this Section 13.1 if the principal amount of the Securities has been accelerated, and such acceleration has not been rescinded, on or prior to the Repurchase Date. The Trustee or the paying agent shall 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 acceleration of the principal amount of the Securities (other than an acceleration resulting from 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.” (b) Solely with respect to the Notes, the following paragraph is added as new Section 13.2 under new Article 13 of the Indenture:Control Offer;

Repurchase of Securities. (a) Solely with respect to the Notes, the following paragraph is added as new Section 13.1 under new Article Thirteen at Option of the Indenture entitled “REPURCHASES”: (a) At Holder Upon a Change of Control. In the option event that a Change of the HolderControl occurs, the Issuer shall be required to commence an irrevocable and unconditional offer to purchase all outstanding Securities (a "Repurchase Offer"), and each Holder shall have the right, at such Holder's option, subject to the terms and conditions of this Indenture, to require the Issuer to repurchase all or any part of such Holder's Securities (provided, that the principal amount of such Securities must be $1,000 or an integral multiple thereof) on July 15, 2008, 2009, 2012, 2017, 2022, 2027 and 2032 the date (each, a “the "Repurchase Date”") all or a portion that is no later than 45 Business Days after the occurrence of the Securities held by such Holder Change of Control, at a cash price in cash (the “"Repurchase Price”") equal to 100% of the principal amount of Securities to be repurchasedthereof, plus together with accrued and unpaid interest, up interest to and including the calendar day immediately preceding the date on which payment of (but excluding) the Repurchase Price is made; provided that the Date. The Issuer shall pay comply with the portion of such interest payable following procedures set forth in this Section 15.1 with respect to the interest period ending on any such Repurchase Offer: (a) the Repurchase Date to the Holder Offer shall commence within 25 Business Days following a Change of record on the Record Date corresponding to such Repurchase Date, and the Issuer shall pay to the Holder submitting the Security for repurchase a price in cash equal to 100% of the principal amount of the Securities to be repurchased.Control; (b) In connection with any repurchase the Repurchase Offer shall remain open for 20 Business Days following its commencement (the "Repurchase Offer Period"). If required by applicable law, the Repurchase Date and the Repurchase Offer Period may be extended as so required; however, if so extended, it shall nevertheless constitute an Event of Securities pursuant to this Section 13.1Default if the Repurchase Date does not occur within 60 Business Days of the Change of Control; (c) upon the expiration of a Repurchase Offer, the Issuer shall give written purchase all Securities tendered in response to the Repurchase Offer; (d) if the Repurchase Date is on or after an interest payment record date and on or before the related Interest Payment Date, any accrued interest will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Securities pursuant to the Repurchase Offer; (e) the Issuer shall provide the Trustee with notice of the Repurchase Date Offer at least 5 Business Days before the commencement of any Repurchase Offer; and (f) on or before the commencement of any Repurchase Offer, the Issuer or the Trustee (upon the request and at the expense of the Issuer) shall send, by first-class mail, a notice to each of the Holders, which (to the Holders extent consistent with this Indenture) shall govern the terms of the Securities (the “Issuer Repurchase Notice”). The Issuer Repurchase Notice shall be sent to the Trustee and to each Holder (and each beneficial owner if required by applicable law) not less than 30 days prior to each Repurchase Date. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Security for repurchase pursuant to this Section 13.1 shall be determined by the Issuer, whose determination shall be final and binding. Each Issuer Repurchase Notice shall include a form of Repurchase Notice to be completed by a Holder Offer and shall state: (i) that the Repurchase DateOffer is being made pursuant to such notice and this Section 15.1 and that all Securities, the Repurchase Price and the Conversion Rateor portions thereof, tendered will be accepted for payment; (ii) the name Repurchase Price (including the amount of accrued and address of unpaid interest, if any), the Trustee or the paying agent Repurchase Date and the Conversion AgentRepurchase Put Date (as defined in subsection (v) below); (iii) that Securities as any Security, or portion thereof, not tendered or accepted for payment will continue to which a Repurchase Notice has been given may be converted only accrue interest, if the applicable Repurchase Notice has been withdrawn in accordance with the terms of this Indentureany; (iv) that Securities must be surrendered to the Trustee or the paying agent (by effecting book entry transfer of the Securities or delivering definitive Securities, together with necessary endorsements, as the case may be) to collect payment of the Repurchase Price; (v) that the Repurchase Price for any Securities as to which a Repurchase Notice has been given and not withdrawn shall be paid promptly following the later of the Repurchase Date and the time of surrender of such Securities as described in clause (iv); (vi) the procedures the Holder must follow under this Section 13.1; (vii) that, unless the Issuer defaults in making depositing Cash with the Trustee in accordance with the last paragraph of this clause (b) or such payment of such is prevented pursuant to Article Thirteen, any Security, or portion thereof, accepted for payment pursuant to the Repurchase Price, interest on Securities covered by any Repurchase Notice will Offer shall cease to accrue on and interest after the date so specified in Section 13.1(a) as the date after which interest ceases to accrueRepurchase Date; (viiiv) that Holders electing to have a Security, or portion thereof, purchased pursuant to a Repurchase Offer will be required to surrender the CUSIP number Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Securities; and Security completed, to the paying agent (ixwhich may not for purposes of this Section 15.1, notwithstanding anything in this Indenture to the contrary, be the Issuer or any Affiliate of the Issuer) at the procedures for withdrawing a Repurchase Notice (as address specified in Section 13.3). (c) At the Issuer’s request, which shall be made at least five Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which the Issuer Repurchase Notice is to be given to the Holders in accordance with this Section 13.1, and at the Issuer’s expense, the Trustee shall give the Issuer Repurchase Notice in the Issuer’s name; provided that, in all cases, the text of the Issuer Repurchase Notice shall be prepared by the Issuer. (d) If any of the Securities is in the form of a Global Security, then the Issuer shall modify such notice to the extent necessary to accord with the Applicable Procedures that apply to the repurchase of Global Securities. (e) Securities shall be repurchased pursuant to this Section 13.1 at the option of the Holder thereof upon: (i) delivery to the Issuer and the Trustee by the Holder of a written notice substantially in the form attached to the Security (a “Repurchase Notice”) at any time prior to the close of business on the Repurchase Date stating: earlier of (A) if the Security which the Holder will deliver to be repurchased is a Security in definitive form, the certificate number of such Security, or if such Security is a Global Security, information in accordance with the Applicable Procedures; (Ba) the portion of the principal amount of the Security which the Holder will deliver third Business Day prior to be repurchased, which portion must be in a principal amount of $1,000 or any integral multiple thereof; and (C) that such Security shall be repurchased as of the Repurchase Date pursuant to the terms and conditions specified in this Indenture; and (ii) delivery or book-entry transfer of such Security to the Trustee or paying agent prior to, on or after the Repurchase Date (together with all necessary endorsements) at the offices of the Trustee or the paying agent, such delivery being a condition to receipt by the Holder of the Repurchase Price therefor; provided that the Repurchase Price shall be so paid pursuant to this Section 13.1 only if the Security so delivered to the Trustee or the paying agent shall conform in all material respects to the description thereof in the related Repurchase Notice. (f) The Issuer shall repurchase from the Holder thereof, pursuant to this Section 13.1, 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 repurchase of all of a Security also apply to the repurchase of a portion of a Security. (g) Any repurchase by the Issuer contemplated pursuant to the provisions of this Section 13.1 shall be consummated by the delivery to the Trustee or the paying agent of the Repurchase Price to be received by the Holder promptly following the later of the Repurchase Date and (b) the time of delivery or book-entry transfer third Business Day following the expiration of the Security Repurchase Offer (together with all necessary endorsementssuch earlier date being the "Repurchase Put Date"); (vi) that Holders will be entitled to withdraw their election, in whole or in part, if any) to the Trustee or the paying agent in accordance with (which may not for purposes of this Section 13.1. (h) Notwithstanding 15.1, notwithstanding anything herein in this Indenture to the contrary, be the Issuer or any Holder delivering to Affiliate of the Trustee or the paying agent the Repurchase Notice contemplated by this Section 13.1 shall have the right to withdraw such Repurchase Notice at any time prior Issuer) receives, up to the close of business on the Repurchase Date Put Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities the Holder is withdrawing and a statement that such Holder is withdrawing his election to have such principal amount of Securities purchased; and (vii) a brief description of the events resulting in such Change of Control. Any such Repurchase Offer shall comply with all applicable provisions of Federal and state laws, including those regulating tender offers, if applicable, and any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by delivery the provisions of a written notice of withdrawal such laws. On or before the Repurchase Date, the Issuer shall (i) accept for payment Securities or portions thereof properly tendered pursuant to the Trustee Repurchase Offer on or before the paying agentRepurchase Put Date, as applicable, at the principal office of the Trustee or the paying agent, as applicable, in accordance (ii) deposit with Section 13.3. If the Trustee or the paying agent holds money Cash sufficient to pay the Repurchase Price (together with accrued and unpaid interest, if any) of a Security on all Securities or portions thereof so tendered and (iii) deliver to the Trustee Securities so accepted together with an Officers' Certificate listing the Securities or portions thereof being purchased by the Issuer. The paying agent shall promptly mail to Holders of Securities so accepted payment in an amount equal to the Repurchase Date Price (together with accrued and unpaid interest, if any), and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Security or Securities equal in accordance with principal amount to any unpurchased portion of the terms Securities surrendered. Any Securities not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer will publicly announce the results of this Indenture, then, immediately the Repurchase Offer on or as soon as practicable after the Repurchase Date, the Security will cease to be Outstanding, whether or not the Security is delivered to the Trustee or the paying agent. Thereafter, all other rights of the Holder of a Security shall terminate, other than the right to receive the Repurchase Price upon delivery of the Security. (i) The Trustee or the paying agent shall promptly notify the Issuer of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. (j) No Securities may be repurchased by the Issuer on a Repurchase Date pursuant to this Section 13.1 if the principal amount of the Securities has been accelerated, and such acceleration has not been rescinded, on or prior to the Repurchase Date. The Trustee or the paying agent shall 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 acceleration of the principal amount of the Securities (other than an acceleration resulting from 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.” (b) Solely with respect to the Notes, the following paragraph is added as new Section 13.2 under new Article 13 of the Indenture:"

Repurchase of Securities. (a) Solely with respect to the Notes, the following paragraph is added as new Section 13.1 under new Article Thirteen at Option of the Indenture entitled “REPURCHASES”:Holder Upon a Change of ----------------------------------------------------------------- Control. ------- (a) At Subject to Section 11.2, in the option event that a Change of the HolderControl occurs, the Issuer Company shall repurchase offer, subject to the terms and conditions of this Indenture, to purchase all or any part of each Holder's Securities (provided, that the principal amount of such Securities must be $1,000 or an integral multiple thereof) on July 15, 2008, 2009, 2012, 2017, 2022, 2027 and 2032 the date (each, a “the "Repurchase Date”") all or a portion that is no later than 45 Business Days (except as hereinafter provided) after the occurrence of the Securities held by such Holder Change of Control, at a cash price in cash (the “"Repurchase Price”") equal to 100% of the principal amount of Securities to be repurchasedthereof, plus together with accrued and unpaid interest, up interest to and including the calendar day immediately preceding the date on which payment of (but excluding) the Repurchase Price is made; provided that the Issuer shall pay the portion of such interest payable with respect to the interest period ending on the Repurchase Date to the Holder of record on the Record Date corresponding to such Repurchase Date, and the Issuer shall pay to the Holder submitting the Security for repurchase a price in cash equal to 100% of the principal amount of the Securities to be repurchased. (b) In connection with any repurchase of Securities the event that, pursuant to this Section 13.111.1, the Issuer Company shall give be required to commence an offer to purchase Securities (a "Repurchase Offer"), the Company shall follow the procedures set forth in this Section 11.1 as follows: (1) the Repurchase Offer shall commence within 25 Business Days following a Change of Control; (2) the Repurchase Offer shall remain open for 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law, but in any case not more than 60 Business Days following the Change of Control (the "Repurchase Offer Period"); (3) upon the expiration of a Repurchase Offer, the Company shall purchase all Securities tendered in response to the Repurchase Offer; (4) if the Repurchase Date is on or after an interest payment record date and on or before the related Interest Payment Date, any accrued interest will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no additional interest will be payable to Securityholders who tender Securities pursuant to the Repurchase Offer; (5) the Company shall provide the Trustee with written notice of the Repurchase Date Offer at least 5 Business Days before the commencement of any Repurchase Offer (or such shorter period that is satisfactory to the Holders Trustee); and (6) on or before the commencement of any Repurchase Offer, the Company or the Trustee (upon the request and at the expense of the Securities Company) shall send, by first-class mail, a notice to each of the Securityholders, which (the “Issuer Repurchase Notice”). The Issuer Repurchase Notice shall be sent to the Trustee and to each Holder (and each beneficial owner if required by applicable lawextent consistent with this Indenture) not less than 30 days prior to each shall govern the terms of the Repurchase Date. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Security for repurchase pursuant to this Section 13.1 shall be determined by the Issuer, whose determination shall be final and binding. Each Issuer Repurchase Notice shall include a form of Repurchase Notice to be completed by a Holder Offer and shall state: (i) that the Repurchase DateOffer is being made pursuant to such notice and this Section 11.1 and that all Securities, the Repurchase Price and the Conversion Rateor portions thereof, tendered will be accepted for payment; (ii) the name Repurchase Price (including the amount of accrued and address of unpaid interest, if any), the Trustee or the paying agent Repurchase Date and the Conversion AgentRepurchase Put Date; (iii) that Securities as any Security, or portion thereof, not tendered and accepted for payment will continue to which a Repurchase Notice has been given may be converted only if the applicable Repurchase Notice has been withdrawn in accordance with the terms of this Indentureaccrue interest; (iv) that Securities must be surrendered that, unless the Company defaults in depositing Cash with the Paying Agent in accordance with the last paragraph of this clause (b) or such payment is prevented pursuant to Article XII, any Security, or portion thereof, accepted for payment pursuant to the Trustee or the paying agent (by effecting book entry transfer of the Securities or delivering definitive Securities, together with necessary endorsements, as the case may be) Repurchase Offer shall cease to collect payment of accrue interest after the Repurchase PriceDate; (v) that the Repurchase Price for any Securities as Holders electing to which have a Security, or portion thereof, purchased pursuant to a Repurchase Notice has been given and not withdrawn shall Offer will be paid promptly following required to surrender the later Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Repurchase Date and Security completed, to the time Paying Agent (which may not for purposes of surrender of such Securities as described in clause (iv); (vi) the procedures the Holder must follow under this Section 13.1; (vii11.1, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) that, unless at the Issuer defaults in making payment of such Repurchase Price, interest on Securities covered by any Repurchase Notice will cease to accrue on and after the date so address specified in Section 13.1(a) as the date after which interest ceases to accrue; (viii) the CUSIP number of the Securities; and (ix) the procedures for withdrawing a Repurchase Notice (as specified in Section 13.3). (c) At the Issuer’s request, which shall be made at least five Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which the Issuer Repurchase Notice is to be given to the Holders in accordance with this Section 13.1, and at the Issuer’s expense, the Trustee shall give the Issuer Repurchase Notice in the Issuer’s name; provided that, in all cases, the text of the Issuer Repurchase Notice shall be prepared by the Issuer. (d) If any of the Securities is in the form of a Global Security, then the Issuer shall modify such notice to the extent necessary to accord with the Applicable Procedures that apply to the repurchase of Global Securities. (e) Securities shall be repurchased pursuant to this Section 13.1 at the option of the Holder thereof upon: (i) delivery to the Issuer and the Trustee by the Holder of a written notice substantially in the form attached to the Security (a “Repurchase Notice”) at any time prior to the close of business on the Repurchase Date stating: earlier of (A) if the Security which the Holder will deliver to be repurchased is a Security in definitive form, the certificate number of such Security, or if such Security is a Global Security, information in accordance with the Applicable Procedures; (Ba) the portion of the principal amount of the Security which the Holder will deliver third Business Day prior to be repurchased, which portion must be in a principal amount of $1,000 or any integral multiple thereof; and (C) that such Security shall be repurchased as of the Repurchase Date pursuant to the terms and conditions specified in this Indenture; and (ii) delivery or book-entry transfer of such Security to the Trustee or paying agent prior to, on or after the Repurchase Date (together with all necessary endorsements) at the offices of the Trustee or the paying agent, such delivery being a condition to receipt by the Holder of the Repurchase Price therefor; provided that the Repurchase Price shall be so paid pursuant to this Section 13.1 only if the Security so delivered to the Trustee or the paying agent shall conform in all material respects to the description thereof in the related Repurchase Notice. (f) The Issuer shall repurchase from the Holder thereof, pursuant to this Section 13.1, 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 repurchase of all of a Security also apply to the repurchase of a portion of a Security. (g) Any repurchase by the Issuer contemplated pursuant to the provisions of this Section 13.1 shall be consummated by the delivery to the Trustee or the paying agent of the Repurchase Price to be received by the Holder promptly following the later of the Repurchase Date and (b) the time of delivery or book-entry transfer third Business Day following the expiration of the Security Repurchase Offer (together with all necessary endorsementssuch earlier date being the "Repurchase Put Date"); (vi) that Holders will be entitled to withdraw their election, in whole or in part, if any) to the Trustee or the paying agent in accordance with Paying Agent (which may not for purposes of this Section 13.1. (h) Notwithstanding 11.1, notwithstanding anything herein in this Indenture to the contrary, be the Company or any Holder delivering to Affiliate of the Trustee or the paying agent the Repurchase Notice contemplated by this Section 13.1 shall have the right to withdraw such Repurchase Notice at any time prior Company) receives, up to the close of business on the Repurchase Date Put Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities the Holder is withdrawing and a statement that such Holder is withdrawing his election to have such principal amount of Securities purchased; and (vii) a brief description of the events resulting in such Change of Control. Any such Repurchase Offer shall comply with all applicable provisions of federal and state laws, including those regulating tender offers, if applicable, and any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by delivery the provisions of a written notice of withdrawal such laws. On or before the Repurchase Date, the Company shall (i) accept for payment Securities or portions thereof properly tendered pursuant to the Trustee Repurchase Offer on or before the paying agentRepurchase Put Date, as applicable, at (ii) deposit with the principal office of the Trustee or the paying agent, as applicable, in accordance with Section 13.3. If the Trustee or the paying agent holds money Paying Agent Cash sufficient to pay the Repurchase Price (together with accrued and unpaid interest) of a Security on all Securities or portions thereof so tendered and (iii) deliver to the Trustee Securities so accepted together with an Officers' Certificate listing the Securities or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to Holders of Securities so accepted payment in an amount equal to the Repurchase Date Price (together with accrued and unpaid interest), and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Security or Securities equal in accordance with principal amount to any unpurchased portion of the terms Securities surrendered. Any Securities not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of this Indenture, then, immediately the Repurchase Offer on or as soon as practicable after the Repurchase Date, the Security will cease to be Outstanding, whether or not the Security is delivered to the Trustee or the paying agent. Thereafter, all other rights of the Holder of a Security shall terminate, other than the right to receive the Repurchase Price upon delivery of the Security. (i) The Trustee or the paying agent shall promptly notify the Issuer of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. (j) No Securities may be repurchased by the Issuer on a Repurchase Date pursuant to this Section 13.1 if the principal amount of the Securities has been accelerated, and such acceleration has not been rescinded, on or prior to the Repurchase Date. The Trustee or the paying agent shall 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 acceleration of the principal amount of the Securities (other than an acceleration resulting from 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.” (b) Solely with respect to the Notes, the following paragraph is added as new Section 13.2 under new Article 13 of the Indenture:

Repurchase of Securities. (a) Solely with respect to by the NotesCompany at the Option of Holders on November 15, the following paragraph is added as new Section 13.1 under new Article Thirteen of the Indenture entitled “REPURCHASES”:2028. (a) At the option of the Holder, the Issuer shall repurchase on July On November 15, 2008, 2009, 2012, 2017, 2022, 2027 and 2032 2028 (each, a the “Repurchase 0000 Xxxxxxxxxx Date”) ), each Holder shall have the right, at such Holder’s option, subject to the terms and conditions of this Article 3, to require the Company to repurchase for Cash all or a any portion of the Securities held by such Holder Holder’s Notes in integral multiples of $1,000 Principal Amount at Maturity at a price in cash (the “2028 Repurchase Price”) equal to 100% the Accreted Principal Amount of the principal amount of Securities Notes to be repurchased, plus accrued and unpaid interestinterest (including Additional Interest), up to and including if any, to, but excluding, the calendar day immediately preceding the date on which payment of the Repurchase Price is made; provided that the Issuer shall pay the portion of such interest payable with respect to the interest period ending on the Repurchase Date to the Holder of record on the Record Date corresponding to such Repurchase 0000 Xxxxxxxxxx Date, and the Issuer shall pay to the Holder submitting the Security for repurchase a price in cash equal to 100% of the principal amount of the Securities to be repurchased. (b) In connection with any repurchase of Securities pursuant On or before the 20th Business Day prior to this Section 13.1the 0000 Xxxxxxxxxx Date, the Issuer Company shall give written notice deliver or cause to be delivered to all Holders of record on such date at their addresses shown in the Register of the Repurchase Date to the Holders of the Securities Registrar (the “Issuer Repurchase Notice”). The Issuer Repurchase Notice shall be sent to the Trustee and to each Holder (and each beneficial owner if owners as required by applicable law) not less than 30 days a 0000 Xxxxxxxxxx Notice as set forth in Section 3.02(c). No failure of the Company to give the foregoing notices and no defect therein shall limit the repurchase rights of Holders or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.02. (c) For Notes to be so repurchased at the option of the Holder, the Holder must deliver to the Paying Agent, at any time during the period beginning at 9:00 a.m., New York City time, on the date that is 20 Business Days prior to each the applicable Repurchase Date and ending at the Close of Business on the Business Day immediately preceding the 0000 Xxxxxxxxxx Date, (i) a notice (the “2028 Repurchase Notice”) in the form set forth on the reverse of the Notes duly completed (if the Notes are certificated) or comply with applicable Depositary procedures (if the Notes are represented by a Global Note) together with (ii) such Notes duly endorsed for transfer (if the Notes are certificated) or book-entry transfer of such Notes (if such Notes are represented by a Global Note). The delivery of such Notes to the Paying Agent with, or at any time after delivery of, the 0000 Xxxxxxxxxx Notice (together with all necessary endorsements) at the office of the Paying Agent shall be a condition to the payment by the Company to the Holder of the 0000 Xxxxxxxxxx Price therefor; provided that such Repurchase Price shall be so paid pursuant to this Section 3.02 only if the Notes so delivered to the Paying Agent shall conform in all respects to the description thereof in the 2028 Repurchase Notice. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Security Notes for repurchase pursuant to this Section 13.1 shall be determined in good faith by the IssuerCompany, whose determination shall be final and bindingbinding absent manifest error. Each Issuer The 2028 Repurchase Notice shall include a form of Repurchase Notice to be completed by a Holder and shall state: (i) the Repurchase Datecertificate numbers of the Notes to be repurchased, the Repurchase Price and the Conversion Rateif they are Certificated Notes; (ii) the name and address portion of the Trustee or the paying agent and the Conversion Agent;Principal Amount at Maturity of a Holder’s Notes to be repurchased, which must be in integral multiples of $1,000 Principal Amount at Maturity; and (iii) that Securities as the Notes are to which a Repurchase Notice has been given may be converted only if repurchased by the Company pursuant to the applicable Repurchase Notice has been withdrawn in accordance with provisions of the terms of Notes and this Indenture; (iv) that Securities must be surrendered to the Trustee or the paying agent (by effecting book entry transfer of the Securities or delivering definitive Securities, together with necessary endorsements, as the case may be) to collect payment of the Repurchase Price; (v) that the Repurchase Price for any Securities as to which a Repurchase Notice has been given and not withdrawn shall be paid promptly following the later of the Repurchase Date and the time of surrender of such Securities as described in clause (iv); (vi) the procedures the Holder must follow under this Section 13.1; (vii) that, unless the Issuer defaults in making payment of such Repurchase Price, interest on Securities covered by any Repurchase Notice will cease to accrue on and after the date so specified in Section 13.1(a) as the date after which interest ceases to accrue; (viii) the CUSIP number of the Securities; and (ix) the procedures for withdrawing a Repurchase Notice (as specified in Section 13.3). (c) At the Issuer’s request, which shall be made at least five Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which the Issuer Repurchase Notice is to be given to the Holders in accordance with this Section 13.1, and at the Issuer’s expense, the Trustee shall give the Issuer Repurchase Notice in the Issuer’s name; provided that, in all cases, the text of the Issuer Repurchase Notice shall be prepared by the Issuer. (d) If any of the Securities is in the form of a Global Security, then the Issuer shall modify such notice to the extent necessary to accord with the Applicable Procedures that apply to the repurchase of Global Securities. (e) Securities shall be repurchased pursuant to this Section 13.1 at the option of the Holder thereof upon: (i) delivery to the Issuer and the Trustee by the Holder of a written notice substantially in the form attached to the Security (a “Repurchase Notice”) at any time prior to the close of business on the Repurchase Date stating: (A) if the Security which the Holder will deliver to be repurchased is a Security in definitive form, the certificate number of such Security, or if such Security is a Global Security, information in accordance with the Applicable Procedures; (B) the portion of the principal amount of the Security which the Holder will deliver to be repurchased, which portion must be in a principal amount of $1,000 or any integral multiple thereof; and (C) that such Security shall be repurchased as of the Repurchase Date pursuant to the terms and conditions specified in this Indenture; and (ii) delivery or book-entry transfer of such Security to the Trustee or paying agent prior to, on or after the Repurchase Date (together with all necessary endorsements) at the offices of the Trustee or the paying agent, such delivery being a condition to receipt by the Holder of the Repurchase Price therefor; provided that the Repurchase Price shall be so paid pursuant to this Section 13.1 only if the Security so delivered to the Trustee or the paying agent shall conform in all material respects to the description thereof in the related Repurchase Notice. (f) The Issuer Company shall repurchase from the Holder thereof, pursuant to this Section 13.13.02, a portion of a Security Note, if the principal amount Principal Amount at Maturity of such portion is in integral multiples of $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Security also apply to the repurchase of a portion of a SecurityPrincipal Amount at Maturity. (ge) The Paying Agent shall promptly notify the Company of the receipt by it of any 0000 Xxxxxxxxxx Notice or written notice of withdrawal thereof. (f) Any repurchase by the Issuer Company contemplated pursuant to the provisions of this Section 13.1 3.02 shall be consummated by the delivery to the Trustee or the paying agent of the Repurchase Price consideration to be received by the Holder promptly following the later of the Repurchase 0000 Xxxxxxxxxx Date and the time of delivery or the book-entry transfer of the Security (together with all necessary endorsements, if any) to the Trustee or the paying agent in accordance with this Section 13.1. (h) Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee or the paying agent the Repurchase Notice contemplated by this Section 13.1 shall have the right to withdraw such Repurchase Notice at any time prior to the close of business on the Repurchase Date by delivery of a written notice of withdrawal to the Trustee or the paying agent, as applicable, at the principal office of the Trustee or the paying agent, as applicable, in accordance with Section 13.3. If the Trustee or the paying agent holds money sufficient to pay the Repurchase Price of a Security on the Repurchase Date in accordance with the terms of this Indenture, then, immediately after the Repurchase Date, the Security will cease to be Outstanding, whether or not the Security is delivered to the Trustee or the paying agent. Thereafter, all other rights of the Holder of a Security shall terminate, other than the right to receive the Repurchase Price upon delivery of the Security. (i) The Trustee or the paying agent shall promptly notify the Issuer of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. (j) No Securities may be repurchased by the Issuer on a Repurchase Date pursuant to this Section 13.1 if the principal amount of the Securities has been accelerated, and such acceleration has not been rescinded, on or prior to the Repurchase Date. The Trustee or the paying agent shall 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 acceleration of the principal amount of the Securities (other than an acceleration resulting from 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.” (b) Solely with respect to the Notes, as the following paragraph is added as new Section 13.2 under new Article 13 of the Indenture:case may be.

Repurchase of Securities. (a) Solely with respect to the Notes, the following paragraph is added as new Section 13.1 under new Article Thirteen at Option of the Indenture entitled “REPURCHASES”:Holder Upon a Change of Control. (a) At In the option event that a Change of Control has occurred, each Holder of Securities will have the right, at such Holder's option, pursuant to an irrevocable and unconditional offer by the Issuer shall Company (the "Change of Control Offer"), to require the Company to repurchase on July 15, 2008, 2009, 2012, 2017, 2022, 2027 and 2032 (each, a “Repurchase Date”) all or any part (equal to $1,000 principal amount or an integral multiple thereof) of such Holder's Securities, on a portion date (the "Change of Control Purchase Date") that is no later than 45 Business Days after the Securities held by occurrence of such Holder Change of Control at a cash price in cash (the “Repurchase "Change of Control Purchase Price”") equal to 100101% of the aggregate principal amount of Securities to be repurchasedthereof, plus together with any accrued and unpaid interest, up interest to the Change of Control Purchase Date. The Change of Control Offer shall be made within 30 Business Days following a Change of Control and including shall remain open for 20 Business Days following its commencement (the calendar day immediately preceding the date on which payment "Change of Control Offer Period"). Upon expiration of the Repurchase Price is made; provided that Change of Control Offer Period, the Issuer Company shall pay the portion of such interest payable with respect purchase all Securities properly tendered in response to the interest period ending on the Repurchase Date to the Holder Change of record on the Record Date corresponding to such Repurchase Date, and the Issuer shall pay to the Holder submitting the Security for repurchase a price in cash equal to 100% of the principal amount of the Securities to be repurchasedControl Offer. (b) In connection with any repurchase of Securities the event that, pursuant to this Section 13.111.1, the Issuer Company shall give written be required to commence such an offer to purchase Securities (a "Change of Control Offer"), the Company shall follow the procedures set forth in this Section 11.1 as follows: (1) the Company shall provide the Trustee with notice of the Repurchase Date Change of Control Offer at least 5 Business Days before the commencement of any Change of Control Offer; and (2) on or before the commencement of any Change of Control Offer, the Company or the Trustee (upon the request and at the expense of the Company) shall send, by first-class mail, a notice to each of the Holders, which (to the Holders extent consistent with this Indenture) shall govern the terms of the Securities (the “Issuer Repurchase Notice”). The Issuer Repurchase Notice shall be sent to the Trustee and to each Holder (and each beneficial owner if required by applicable law) not less than 30 days prior to each Repurchase Date. All questions as to the validity, eligibility (including time Change of receipt) and acceptance of any Security for repurchase pursuant to this Section 13.1 shall be determined by the Issuer, whose determination shall be final and binding. Each Issuer Repurchase Notice shall include a form of Repurchase Notice to be completed by a Holder Control Offer and shall state: (i) that the Repurchase DateChange of Control Offer is being made pursuant to such notice and this Section 11.1 and that all Securities, the Repurchase Price and the Conversion Rateor portions thereof, tendered will be accepted for payment; (ii) the name Change of Control Purchase Price (including the amount of accrued and address unpaid interest), the Change of the Trustee or the paying agent Control Purchase Date and the Conversion AgentChange of Control Put Date (as defined below); (iii) that Securities as any Security, or portion thereof, not tendered or accepted for payment will continue to which a Repurchase Notice has been given may be converted only if the applicable Repurchase Notice has been withdrawn in accordance with the terms of this Indentureaccrue interest; (iv) that Securities must be surrendered that, unless the Company defaults in depositing cash with the Paying Agent in accordance with the last paragraph of this clause (b) or such payment is prevented, any Security, or portion thereof, accepted for payment pursuant to the Trustee or Change of Control Offer shall cease to accrue interest after the paying agent (by effecting book entry transfer Change of the Securities or delivering definitive Securities, together with necessary endorsements, as the case may be) to collect payment of the Repurchase PriceControl Purchase Date; (v) that Holders electing to have a Security, or portion thereof, purchased pursuant to a Change of Control Offer will be required to surrender the Repurchase Price for any Securities as Security, with the form entitled "Option of Holder to which a Repurchase Notice has been given and not withdrawn shall be paid promptly following Elect Purchase" on the later reverse of the Repurchase Date and Security completed, to the time Paying Agent (which may not for purposes of surrender of such Securities as described in clause (iv); (vi) the procedures the Holder must follow under this Section 13.1; (vii11.1, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) that, unless at the Issuer defaults in making payment of such Repurchase Price, interest on Securities covered by any Repurchase Notice will cease to accrue on and after the date so address specified in Section 13.1(a) as the date after which interest ceases to accrue; (viii) the CUSIP number of the Securities; and (ix) the procedures for withdrawing a Repurchase Notice (as specified in Section 13.3). (c) At the Issuer’s request, which shall be made at least five Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which the Issuer Repurchase Notice is to be given to the Holders in accordance with this Section 13.1, and at the Issuer’s expense, the Trustee shall give the Issuer Repurchase Notice in the Issuer’s name; provided that, in all cases, the text of the Issuer Repurchase Notice shall be prepared by the Issuer. (d) If any of the Securities is in the form of a Global Security, then the Issuer shall modify such notice to the extent necessary to accord with the Applicable Procedures that apply to the repurchase of Global Securities. (e) Securities shall be repurchased pursuant to this Section 13.1 at the option of the Holder thereof upon: (i) delivery to the Issuer and the Trustee by the Holder of a written notice substantially in the form attached to the Security (a “Repurchase Notice”) at any time prior to the close of business on the Repurchase earlier of (a) the third Business Day prior to the Change of Control Purchase Date stating: and (Ab) if the Security which third Business Day following the Holder will deliver to be repurchased is a Security in definitive form, expiration of the certificate number Change of Control Offer (such Security, or if such Security is a Global Security, information in accordance with earlier date being the Applicable Procedures"Change of Control Put Date"); (B) the portion of the principal amount of the Security which the Holder will deliver to be repurchased, which portion must be in a principal amount of $1,000 or any integral multiple thereof; and (Cvi) that such Security shall Holders will be repurchased as of the Repurchase Date pursuant entitled to the terms and conditions specified withdraw their election, in this Indenture; and (ii) delivery whole or book-entry transfer of such Security to the Trustee or paying agent prior toin part, on or after the Repurchase Date (together with all necessary endorsements) at the offices of the Trustee or the paying agent, such delivery being a condition to receipt by the Holder of the Repurchase Price therefor; provided that the Repurchase Price shall be so paid pursuant to this Section 13.1 only if the Security so delivered to the Trustee or the paying agent shall conform in all material respects to the description thereof in the related Repurchase Notice. Paying Agent (f) The Issuer shall repurchase from the Holder thereof, pursuant to this Section 13.1, 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 repurchase of all of a Security also apply to the repurchase of a portion of a Security. (g) Any repurchase by the Issuer contemplated pursuant to the provisions which may not for purposes of this Section 13.1 shall be consummated by the delivery to the Trustee or the paying agent of the Repurchase Price to be received by the Holder promptly following the later of the Repurchase Date and the time of delivery or book-entry transfer of the Security (together with all necessary endorsements11.1, if any) to the Trustee or the paying agent notwithstanding anything in accordance with this Section 13.1. (h) Notwithstanding anything herein Indenture to the contrary, be the Company or any Holder delivering to Affiliate of the Trustee or the paying agent the Repurchase Notice contemplated by this Section 13.1 shall have the right to withdraw such Repurchase Notice at any time prior Company) receives, up to the close of business (5:00 p.m. New York Time) on the Repurchase Date by delivery Change of Control Put Date, a written notice of withdrawal to telegram, telex, facsimile transmission or letter setting forth the Trustee or the paying agent, as applicable, at the principal office name of the Trustee or the paying agentHolder, as applicable, in accordance with Section 13.3. If the Trustee or the paying agent holds money sufficient to pay the Repurchase Price of a Security on the Repurchase Date in accordance with the terms of this Indenture, then, immediately after the Repurchase Date, the Security will cease to be Outstanding, whether or not the Security is delivered to the Trustee or the paying agent. Thereafter, all other rights of the Holder of a Security shall terminate, other than the right to receive the Repurchase Price upon delivery of the Security. (i) The Trustee or the paying agent shall promptly notify the Issuer of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. (j) No Securities may be repurchased by the Issuer on a Repurchase Date pursuant to this Section 13.1 if the principal amount of the Securities has been acceleratedthe Holder is withdrawing and a statement that such Holder is withdrawing his election to have such principal amount of Securities purchased; and (vii) a brief description of the events resulting in such Change of Control. On or before the Change of Control Purchase Date, the Company will (i) accept for payment Securities or portions thereof properly tendered and not properly withdrawn pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent cash sufficient to pay the Change of Control Purchase Price (together with accrued and unpaid interest) of all Securities so tendered and (iii) deliver to the Trustee Securities so accepted together with an Officers' Certificate listing the Securities or portions thereof being purchased by the Company. The Paying Agent promptly will deliver to the Holders of Securities so accepted payment in an amount equal to the Change of Control Purchase Price (together with any accrued and unpaid interest), and the Trustee will promptly authenticate and mail or deliver to such acceleration has Holders a new Security equal in principal amount to any unpurchased portion of the Security surrendered. Any Securities not been rescinded, so accepted will be promptly mailed or delivered by the Company to the Holder thereof. The Company will announce publicly the results of the Change of Control Offer on or prior to as soon as practicable after the Repurchase Change of Control Purchase Date. The Trustee or the paying agent shall promptly return to the respective Holders thereof any Securities (x) with respect to which a Repurchase Notice has been withdrawn Any Change of Control Offer will be made in compliance with this Indentureall applicable laws, or (y) held by it during rules and regulations, including, if applicable, Regulation 14E under the continuance Exchange Act and the rules thereunder and all other applicable Federal and state securities laws and the Company may modify a Change of an acceleration of the principal amount of the Securities (other than an acceleration resulting from 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.” (b) Solely with respect Control Offer to the Notes, the following paragraph is added as new Section 13.2 under new Article 13 of the Indenture:extent necessary to effect such compliance.

Repurchase of Securities. (a) Solely with respect In the event any of the Underlying Shares are not sold within the Sale Period, the Friedli Group shall xxx xxs best efforts to cause the Converting Holders to sell to the NotesCompany, and, subject to the conditions set forth below, the following paragraph is added as new Section 13.1 under new Article Thirteen of Company agrees to repurchase from the Indenture entitled “REPURCHASES”: Converting Holders, to the fullest extent permitted by applicable law, any and all Converting Securities which were not converted into Underlying Shares (athe "Repurchase Securities") At the option of the Holder, the Issuer shall repurchase on July 15, 2008, 2009, 2012, 2017, 2022, 2027 and 2032 (each, a “Repurchase Date”) all or a portion of the Securities held by such Holder at a purchase price in cash (the “"Repurchase Price”") equal to 100% the number of Underlying Shares that would have been issued upon Conversion multiplied by three dollars fifty cents ($3.50) per Share (the principal amount of Securities "Repurchases"). The Repurchase Price shall be payable in cash, certified check or wire transfer to be repurchased, plus accrued and unpaid interest, up to and including an account designated by the calendar day immediately preceding the date on which payment particular Converting Holder at least two (2) days in advance of the Repurchase Price Closing Date (as hereinafter defined). In the event the Company is made; provided that unable to repurchase all of the Issuer shall pay the portion of such interest payable with respect Repurchase Securities, subject to the interest period ending on conditions hereof, it shall repurchase such of the Repurchase Date to Securities permitted by applicable law in the Holder order of record on the Record Date corresponding to such Repurchase Date, and the Issuer shall pay to the Holder submitting the Security for repurchase a price priority set forth in cash equal to 100% of the principal amount of the Securities to be repurchasedSection 9(c) hereof. (b) In connection with The obligation of the Company to repurchase any repurchase and all Repurchase Securities is subject to the satisfaction of Securities pursuant to this Section 13.1, the Issuer shall give written notice following conditions: (i) through and as of the Repurchase Closing Date, the Friedli Group shalx xxxx performed all of its obligations hereunder ("Friedli Compliance"), (xx) through and as of the Repurchase Closing Date, all of the Holders shall have done and performed all acts with respect to which the Friedli Group has axxxxx xo use its best efforts to cause the Holders to do and perform hereunder through and as of such date (including, without limitation, executing, delivering and complying with all of the provisions of all of the Holder Documents, placing the Sell Orders and maintaining the Permitted Holder Sell Orders in effect throughout the Sale Period) (collectively, "Holder Compliance"), (iii) neither the Friedli Group nor axx Xxxxer nor any Institution or Ultimate Beneficial Owner (as such terms are hereinafter defined) nor any Affiliate of any of the foregoing shall have commenced or maintained any action or proceeding similar in nature to the Bader Action (as hxxxxxafter defined) nor taken any actions which the Friedli Group has axxxxx xot to take pursuant to Section 12 hereof ("Bader Compliance"), (xx) as of the Repurchase Closing Date, the representations and warranties of the Friedli Group, anx xx xxch of the Holders as set forth in the Holder Documents, shall be true and complete as if made at and as of such date, and (v) on or after the date hereof and prior to the Repurchase Outside Date (as hereinafter defined), the Company shall have obtained financing in an amount at least equal to the Repurchase Price, which financing does not prohibit the use thereof for making the Repurchases and is not obtained for a different particular purpose ("Permitted Financing"); provided, however, that, if the Company obtains Permitted Financing in an amount less than the Repurchase Price, subject to the conditions hereof, it shall be obligated to repurchase the Repurchase Securities, in the order of priority set forth in Section 9(c) hereof, to the extent of the Permitted Financing received. The Company shall use its best efforts to obtain such financing on terms reasonably satisfactory to it. (c) The closing of the Repurchases provided for hereunder (the "Repurchase Closing") shall take place at the offices of the Company on such date (the "Repurchase Closing Date") and at such time as shall be indicated in a notice given not fewer than five (5) days in advance by the Company to the Holders who own such Repurchase Securities, which Repurchase Closing Date shall not be later than the day following the expiration of the Sale Period (the "Repurchase Outside Date"). Upon the Repurchase of Repurchase Securities at the Repurchase Closing, the Company shall be entitled to retain and cancel (or, in the case of the Logitech Note, make appropriate notation upon and then shall return) all certificates and instruments representing or constituting Repurchase Securities (other than Unrepurchased Securities (as hereinafter defined)) that were delivered to it pursuant to the provisions of Sections 2 through 6 hereof. (d) The parties agree that, in the event of a default on the part of the Company in its obligation to repurchase the Repurchase Securities, as liquidated damages and as the sole and exclusive remedy of the Friedli Group and xxx Xxlders for such default, the Company shall be obligated to pay to the Holders of the Repurchase Securities that were not repurchased (the “Issuer Repurchase Notice”). The Issuer Repurchase Notice shall be sent "Unrepurchased Securities") an amount (the "Liquidated Damages Amount") equal to the Trustee five and to each Holder four- sevenths percent (and each beneficial owner if required by applicable law5-4/7%) not less than 30 days prior to each Repurchase Date. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Security for repurchase pursuant to this Section 13.1 shall be determined by the Issuer, whose determination shall be final and binding. Each Issuer Repurchase Notice shall include a form of Repurchase Notice to be completed by a Holder and shall state: (i) the Repurchase Date, the Repurchase Price and thereof, such amount to be payable in equal monthly installments on the Conversion Rate; last day of each month over a three (ii3) year period commencing with the name and address month in which the default occurs. In no event shall the Liquidated Damages Amount exceed, in the aggregate for all Holders, the sum of one million dollars ($1,000,000) (the "Cap"). In the event the Cap is applicable, a proportionate amount of the Trustee or the paying agent and the Conversion Agent; (iii) that Securities as to which a Repurchase Notice has been given may be converted only if the applicable Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Trustee or the paying agent (by effecting book entry transfer of the Securities or delivering definitive Securities, together with necessary endorsements, as the case may be) to collect payment of the Repurchase Price; (v) that the Repurchase Price for any Securities as to which a Repurchase Notice has been given and not withdrawn Cap shall be paid promptly following the later of the Repurchase Date and the time of surrender of such Securities as described in clause (iv); (vi) the procedures the Holder must follow under this Section 13.1; (vii) that, unless the Issuer defaults in making payment of such Repurchase Price, interest on Securities covered by any Repurchase Notice will cease to accrue on and after the date so specified in Section 13.1(a) as the date after which interest ceases to accrue; (viii) the CUSIP number of the Securities; and (ix) the procedures for withdrawing a Repurchase Notice (as specified in Section 13.3). (c) At the Issuer’s request, which shall be made at least five Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which the Issuer Repurchase Notice is to be given payable to the Holders of the Unrepurchased Securities, as provided for above, based upon the respective Repurchase Price thereof. The Company hereby acknowledges and agrees that the Liquidated Damages Amount is reasonable in accordance with this Section 13.1light of the anticipated and actual harm, if any, caused by such breach or default, the difficulties of proof of loss and damage, and at the Issuer’s expense, the Trustee shall give the Issuer Repurchase Notice in the Issuer’s name; provided that, in all cases, the text inconvenience and nonfeasibility of the Issuer Repurchase Notice other parties hereto or the Holders otherwise obtaining an adequate remedy. The Company hereby acknowledges and agrees that the Liquidated Damages Amount is not unreasonably large, under the circumstances, and that such amount does not constitute, and shall not be prepared by the Issuer. (d) If any of the Securities is in the form of construed as, a Global Security, then the Issuer shall modify such notice to the extent necessary to accord with the Applicable Procedures that apply to the repurchase of Global Securitiespenalty. (e) The certificates and instruments representing or constituting the Converting Securities shall be that were not repurchased pursuant to this Section 13.1 at the option of the Holder thereof upon: (i) delivery to the Issuer and the Trustee documents executed by the Holder of a written notice substantially in the form attached to the Security (a “Repurchase Notice”) at any time prior to the close of business on the Repurchase Date stating: (A) if the Security which the Holder will deliver to be repurchased is a Security in definitive form, the certificate number of such Security, or if such Security is a Global Security, information in accordance with the Applicable Procedures; (B) the portion of the principal amount of the Security which the Holder will deliver to be repurchased, which portion must be in a principal amount of $1,000 or any integral multiple thereof; and (C) that such Security shall be repurchased as of the Repurchase Date pursuant to the terms and conditions specified in this Indenture; and (ii) delivery or book-entry transfer of such Security to the Trustee or paying agent prior to, on or after the Repurchase Date (together with all necessary endorsements) at the offices of the Trustee or the paying agent, such delivery being a condition to receipt by the Holder of the Repurchase Price therefor; provided that the Repurchase Price shall be so paid pursuant to this Section 13.1 only if the Security so delivered to the Trustee or the paying agent shall conform in all material respects to the description thereof in the related Repurchase Notice. (f) The Issuer shall repurchase from the Holder thereof, pursuant to this Section 13.1, 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 repurchase of all of a Security also apply to the repurchase of a portion of a Security. (g) Any repurchase by the Issuer contemplated pursuant to the provisions of this Section 13.1 shall be consummated by the delivery to the Trustee or the paying agent of the Repurchase Price to be received by the Holder promptly following the later of the Repurchase Date and the time of delivery or book-entry transfer of the Security (together with all necessary endorsements, if any) to the Trustee or the paying agent in accordance with this Section 13.1. (h) Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee or the paying agent the Repurchase Notice contemplated by this Section 13.1 shall have the right to withdraw such Repurchase Notice at any time prior to the close of business on the Repurchase Date by delivery of a written notice of withdrawal to the Trustee or the paying agent, as applicable, at the principal office of the Trustee or the paying agent, as applicable, in accordance with Section 13.3. If the Trustee or the paying agent holds money sufficient to pay the Repurchase Price of a Security on the Repurchase Date in accordance with the terms of this Indenture, then, immediately after the Repurchase Date, the Security will cease to be Outstanding, whether or not the Security is delivered to the Trustee or the paying agent. Thereafter, all other rights of the Holder of a Security shall terminate, other than the right to receive the Repurchase Price upon delivery of the Security. (i) The Trustee or the paying agent shall promptly notify the Issuer of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. (j) No Securities may be repurchased by the Issuer on a Repurchase Date pursuant to this Section 13.1 if the principal amount of the Securities has been accelerated, and such acceleration has not been rescinded, on or prior to the Repurchase Date. The Trustee or the paying agent shall 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 acceleration of the principal amount of the Securities (other than an acceleration resulting from 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.” (b) Solely with respect to the Notes, Converting Securities that were not repurchased shall be returned to the following paragraph is added Holders thereof by the Company no later than the Repurchase Outside Date. The certificates and instruments representing or constituting the Converting Securities that are returned to the Holders shall be identical to and shall have the same rights and preferences as new Section 13.2 under new Article 13 the certificates and instruments representing or constituting the Notes and/or the Preferred Shares held by the Holders on the day before execution of the Indenture:this Agreement.

Repurchase of Securities. at Option of the Holder upon Change of Control. (a) Solely With respect to Securities of any series subject to repurchase in whole or in part at the option of the Holders thereof upon a Change of Control with respect to the NotesCompany, if at any time there shall have occurred a Change of Control with respect to the following paragraph is added as new Section 13.1 under new Article Thirteen Company, each Holder shall have the right at such Holder's option, subject to the terms and conditions of this Indenture, to require the Indenture entitled “REPURCHASES”: (a) At the option of the Holder, the Issuer shall Company to repurchase on July 15, 2008, 2009, 2012, 2017, 2022, 2027 and 2032 (each, a “Repurchase Date”) all or a portion of such Holder's Securities (in denominations of $1,000 or integral multiples thereof), at the Securities held by such Holder at a purchase price in cash (the “Repurchase Price”) equal to 100% of the principal amount plus accrued interest to the Change of Control Purchase Date (the "Change of Control Purchase Price"), on the date (the "Change of Control Purchase Date") that is 60 days after the date the Company's Change of Control Notice (as defined below) is mailed (or such later date as is required by law), subject to substantial satisfaction by or on behalf of the Holder of the requirements set forth in Section 1402 (c). Promptly, but in any event within 30 days following any such Change of Control, the Company hereby convenants, with respect to any senior Indebtedness that would prohibit the repurchase of Securities by the Company in the event of such Change of Control, to: either (i) repay all such senior Indebtedness in full, in cash; or (ii) obtain the requisite consents under such senior Indebtedness or any agreement pursuant to be repurchasedwhich any such senior Indebtedness is issued to permit the repurchase of the Securities as provided below. The foregoing shall in no way limit the occurrence of an Event of Default, plus accrued including an Event of Default arising from a default under the covenants of the second sentence of this Section 1402 (a) and unpaid interest, up the right to and including the calendar day immediately preceding the date on which demand payment of the Repurchase Price is made; provided that the Issuer shall pay the portion of such interest payable with respect to the interest period ending on the Repurchase Date to the Holder of record on the Record Date corresponding to such Repurchase Date, and the Issuer shall pay to the Holder submitting the Security for repurchase a price in cash equal to 100% of the principal amount of the Securities to be repurchasedupon acceleration thereafter. (b) In connection with any repurchase Within 20 days after the occurrence of Securities pursuant to this Section 13.1a Change of Control, the Issuer Company convenants that it shall give mail a written notice of the Repurchase Date to the Holders Change of the Securities Control (the “Issuer Repurchase "Change of Control Notice”). The Issuer Repurchase Notice shall be sent ") by first-class mail to the Trustee and to each Holder (and each beneficial owner if required by applicable law) not less than 30 days prior to each Repurchase Date. All questions as to the validity, eligibility (including time Holders shall cause a copy of receipt) and acceptance of any Security for repurchase pursuant to this Section 13.1 shall be determined by the Issuer, whose determination shall be final and binding. Each Issuer Repurchase Notice shall include a form of Repurchase Notice such notice to be completed by published in a Holder and daily newspaper of national circulation. The notice shall state: (i1) the Repurchase Date, the Repurchase Price events causing a Change of Control (specifying such event) and the Conversion Ratedate of such Change of Control; (ii2) the date by which the Change of Control Purchase Notice (as defined below) pursuant to this Section 1402 must be given; (3) the Change of Control Purchase Date; (4) the Change of Control Purchase Price; (5) the name and address of the Trustee or the paying agent Paying Agent and the Conversion Agentconversion agent; (iii6) that Securities as to which a Repurchase Notice has been given may be converted only if the applicable Repurchase Notice has been withdrawn in accordance with the terms of this Indentureconversion price and any adjustments thereto; (iv) that Securities must be surrendered to the Trustee or the paying agent (by effecting book entry transfer of the Securities or delivering definitive Securities, together with necessary endorsements, as the case may be) to collect payment of the Repurchase Price; (v) that the Repurchase Price for any Securities as to which a Repurchase Notice has been given and not withdrawn shall be paid promptly following the later of the Repurchase Date and the time of surrender of such Securities as described in clause (iv); (vi7) the procedures the Holder must follow to exercise rights under this Section 13.1; (vii) that, unless the Issuer defaults in making payment 1402 and a brief description of such Repurchase Price, interest on Securities covered by any Repurchase Notice will cease to accrue on and after the date so specified in Section 13.1(a) as the date after which interest ceases to accrue; (viii) the CUSIP number of the Securitiesrights; and (ix) 8) the procedures for withdrawing a Repurchase Change of Control Purchase Notice. -95- The Change of Control Notice (as specified shall also state whether or not the Company has satisfied its obligations to the holders of senior Indebtedness of the type referred to in Section 13.31402(a). If the Company is unable to satisfy such obligations, the Change of Control Notice shall also state that the Company is or will be in default under Section 501(2) of the Indenture, that receipt by the Company of one or more Change of Control Purchase Notices by Holders of at least 25% of the outstanding Securities of any Series will constitute a Notice of Default thereunder, and that the failure of the Company to cure such default within 60 days (or the then applicable time period) shall be an Event of Default allowing the Trustee or the Holders of not less than 25% in principal amount of the outstanding securities of any Series to declare the principal of all the Securities of such Series to be due and payable immediately. (c) At the Issuer’s request, which shall be made at least five Business Days (unless a shorter period shall be satisfactory to the TrusteeA Holder may exercise its rights specified in Section 1402(a) prior to the date by which the Issuer Repurchase Notice is to be given to the Holders in accordance with this Section 13.1, and at the Issuer’s expense, the Trustee shall give the Issuer Repurchase Notice in the Issuer’s name; provided that, in all cases, the text of the Issuer Repurchase Notice shall be prepared by the Issuer. (d) If any of the Securities is in the form of a Global Security, then the Issuer shall modify such notice to the extent necessary to accord with the Applicable Procedures that apply to the repurchase of Global Securities. (e) Securities shall be repurchased pursuant to this Section 13.1 at the option of the Holder thereof upon: (i) upon delivery to the Issuer and the Trustee by the Holder of a written notice substantially in the form attached of purchase (a "Change of Control Purchase Notice") to the Security (a “Repurchase Notice”) Paying Agent at any time prior to the close of business on the Repurchase Date Change of Control Purchase Date, stating: (A1) if the certificate number or numbers of the Security or Securities which the Holder will deliver to be repurchased is a Security in definitive form, the certificate number of such Security, or if such Security is a Global Security, information in accordance with the Applicable Procedurespurchased; (B2) the portion of the principal amount of the Security or Securities of such series which the Holder will deliver to be repurchased, which portion must be in a principal amount of $1,000 or any an integral multiple thereof; and (C3) that such Security or Securities shall be repurchased as of the Repurchase Date pursuant to the terms and conditions specified in this Indenture; and (ii) Article. The delivery or book-entry transfer of such Security or Securities to the Trustee or paying agent Paying Agent prior to, on or after the Repurchase Change of Control Purchase Date (together with all necessary endorsements) at the offices of the Trustee or the paying agent, such delivery being Paying Agent shall be a condition to the receipt by the Holder of the Repurchase Change of Control Purchase Price therefor; provided provided, however, that the Repurchase such Change of Control Purchase Price shall be so paid pursuant to this Section 13.1 1402 only if the Security or Securities so delivered to the Trustee or the paying agent Paying Agent shall conform in all material respects to the description thereof set forth in the related Repurchase Change of Control Purchase Notice. (f) . The Issuer Company shall repurchase from the Holder thereof, pursuant to this Section 13.11402, a portion of a Security if the principal amount of such portion is $1,000 or an integral intergral multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Security also apply to the repurchase of a portion of a Security. (g) Any repurchase by the Issuer Company contemplated pursuant to the provisions of this Section 13.1 1402 shall be consummated by the delivery to the Trustee or the paying agent of the Repurchase Price consideration to be received by the Holder promptly following the later of the Repurchase Change of Control Purchase Date and the time of delivery or book-entry transfer of the Security (together with all necessary endorsements, if any) to the Trustee or the paying agent in accordance with this Section 13.1. (h) Security. Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee or Paying Agent the paying agent the Repurchase Change of Control Purchase Notice contemplated by this Section 13.1 1402 shall have the right to withdraw such Repurchase Change of Control Purchase Notice at any time prior to the close of business on the Repurchase Change of Control Purchase Date by delivery of a written notice of withdrawal to the Trustee or the paying agent, as applicable, at the principal office of the Trustee or the paying agent, as applicable, Paying Agent in accordance with Section 13.3. If the Trustee or the paying agent holds money sufficient to pay the Repurchase Price of a Security on the Repurchase Date in accordance with the terms of this Indenture, then, immediately after the Repurchase Date, the Security will cease to be Outstanding, whether or not the Security is delivered to the Trustee or the paying agent. Thereafter, all other rights of the Holder of a Security shall terminate, other than the right to receive the Repurchase Price upon delivery of the Security1402. (i) The Trustee or the paying agent shall promptly notify the Issuer of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. (j) No Securities may be repurchased by the Issuer on a Repurchase Date pursuant to this Section 13.1 if the principal amount of the Securities has been accelerated, and such acceleration has not been rescinded, on or prior to the Repurchase Date. The Trustee or the paying agent shall 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 acceleration of the principal amount of the Securities (other than an acceleration resulting from 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.” (b) Solely with respect to the Notes, the following paragraph is added as new Section 13.2 under new Article 13 of the Indenture:

Repurchase of Securities. (a) Solely with respect to the Notes, the following paragraph is added as new Section 13.1 under new Article Thirteen at Option of the Indenture entitled “REPURCHASES”:Holder Upon a Change of Control. (a) At In the option event that a Change of Control occurs, each Holder shall have the right, at such Holder's option, pursuant to an irrevocable and unconditional offer by the Issuer shall Company (the "Change of Control Offer") subject to the terms and conditions of this Indenture, to require the Company to repurchase on July 15, 2008, 2009, 2012, 2017, 2022, 2027 and 2032 (each, a “Repurchase Date”) all or any part of such Holder's Securities (provided, that the principal amount purchased must be $1,000 or 76 an integral multiple thereof) on a portion date (the "Change of Control Purchase Date") selected by the Securities held by Company that is no later than 45 Business Days after the occurrence of such Holder Change of Control, at a cash price in cash (the “Repurchase "Change of Control Purchase Price”") equal to 100101% of the principal amount of Securities to be repurchasedthereof, plus accrued and unpaid interest, up to and including the calendar day immediately preceding the date on which payment of the Repurchase Price is made; provided that the Issuer shall pay the portion of such interest payable with respect to the interest period ending on the Repurchase Date to the Holder Change of record on the Record Date corresponding to such Repurchase Control Purchase Date, and the Issuer shall pay to the Holder submitting the Security for repurchase a price in cash equal to 100% of the principal amount of the Securities to be repurchased. (b) In connection with any repurchase the event of Securities pursuant to this Section 13.1a Change of Control, the Issuer Company shall give be required to make the Change of Control Offer as follows: (1) the Change of Control Offer shall commence within 15 Business Days following the occurrence of the Change of Control; (2) the Change of Control Offer shall remain open for not less than 20 Business Days following its commencement (the "Change of Control Offer Period"); (3) upon the expiration of the Change of Control Offer Period, the Company shall purchase all of the properly tendered Securities at the Change of Control Purchase Price, plus accrued and unpaid interest thereon; (4) the Company shall provide the Trustee and the Paying Agent with written notice of the Repurchase Date Change of Control Offer at least three Business Days before the commencement of any Change of Control Offer; and (5) on or before the commencement of any Change of Control Offer, the Company or the Registrar (upon the request and at the expense of the Company) shall send, by first-class mail, a notice to each of the Securityholders, which (to the Holders extent consistent with this Indenture) shall govern the terms of the Securities (the “Issuer Repurchase Notice”). The Issuer Repurchase Notice shall be sent to the Trustee and to each Holder (and each beneficial owner if required by applicable law) not less than 30 days prior to each Repurchase Date. All questions as to the validity, eligibility (including time Change of receipt) and acceptance of any Security for repurchase pursuant to this Section 13.1 shall be determined by the Issuer, whose determination shall be final and binding. Each Issuer Repurchase Notice shall include a form of Repurchase Notice to be completed by a Holder Control Offer and shall state: (i) that the Repurchase DateChange of Control Offer is being made pursuant to such notice and this Section 10.1 and that all Securities, the Repurchase Price and the Conversion Rateor portions thereof, tendered will be accepted for payment; (ii) the name Change of Control Purchase Price (including the amount of accrued and address unpaid interest), the Change of the Trustee or the paying agent Control Purchase Date and the Conversion AgentChange of Control Put Date (as hereinafter defined); (iii) that Securities as any Security, or portion thereof, not tendered or accepted for payment will continue to which a Repurchase Notice has been given may be converted only if the applicable Repurchase Notice has been withdrawn in accordance with the terms of this Indentureaccrue interest; (iv) that Securities must be surrendered that, unless the Company defaults in depositing Cash with the Paying Agent in accordance with the last paragraph of this Article X or the payment to Holders is prevented or prohibited (including, without limitation, pursuant to Article XII hereof), any Security, or portion thereof, accepted for payment pursuant to the Trustee or Change of Control Offer shall cease to accrue interest on and after the paying agent (by effecting book entry transfer Change of the Securities or delivering definitive Securities, together with necessary endorsements, as the case may be) to collect payment of the Repurchase PriceControl Purchase Date; (v) that Holders electing to have a Security, or portion thereof, purchased pursuant to a Change of Control Offer will be required to surrender the Repurchase Price for any Securities as Security, 77 with the form entitled "Option of Holder to which a Repurchase Notice has been given and not withdrawn shall be paid promptly following Elect Purchase" on the later Security completed (or, in the case of the Repurchase Date and the time of Global Securities, to effect such surrender of such Securities as described in clause (iv); (vi) the procedures the Holder must follow under this Section 13.1; (vii) that, unless the Issuer defaults in making payment of such Repurchase Price, interest on Securities covered by any Repurchase Notice will cease to accrue on and after the date so specified in Section 13.1(a) as the date after which interest ceases to accrue; (viii) the CUSIP number of the Securities; and (ix) the procedures for withdrawing a Repurchase Notice (as specified in Section 13.3). (c) At the Issuer’s request, which shall be made at least five Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which the Issuer Repurchase Notice is to be given to the Holders in accordance with the Depositary's procedures), to the Paying Agent (which may not for purposes of this Section 13.110.1, and notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) at the Issuer’s expense, the Trustee shall give the Issuer Repurchase Notice address specified in the Issuer’s name; provided that, in all cases, the text of the Issuer Repurchase Notice shall be prepared by the Issuer. (d) If any of the Securities is in the form of a Global Security, then the Issuer shall modify such notice to the extent necessary to accord with the Applicable Procedures that apply to the repurchase of Global Securities. (e) Securities shall be repurchased pursuant to this Section 13.1 at the option of the Holder thereof upon: (i) delivery to the Issuer and the Trustee by the Holder of a written notice substantially in the form attached to the Security (a “Repurchase Notice”) at any time prior to the close of business on the Repurchase earlier of the date (which shall be specified in such notice) which is (a) the third Business Day prior to the Change of Control Purchase Date stating: and (Ab) if the Security which third Business Day following the Holder will deliver to be repurchased is a Security in definitive form, expiration of the certificate number Change of Control Offer (such Security, or if such Security is a Global Security, information in accordance with earlier date being the Applicable Procedures"Change of Control Put Date"); (Bvi) that Holders will be entitled to withdraw their election, in whole or in part, if the portion Paying Agent receives, up to the close of business on the Change of Control Put Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which Securities the Holder is withdrawing and a statement that such Xxxxxx is withdrawing his election to have such principal amount of Securities purchased; (vii) that Holders who surrender Securities for purchase only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered; and (viii) a brief description of the events resulting in such Change of Control. Any such Change of Control Offer shall be made in compliance with all applicable Federal and state laws, rules and regulations, including, if applicable, Regulation 14E under the Exchange Act and all other applicable Federal and state securities laws, and any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. On or before the Change of Control Purchase Date, the Company will (i) accept for payment Securities or portions thereof properly tendered pursuant to the Change of Control Offer on or before the Change of Control Put Date, (ii) deposit with the Paying Agent Cash sufficient to pay the Change of Control Purchase Price (together with accrued and unpaid interest) for all Securities or portions thereof so tendered and (iii) deliver to the Trustee Securities so accepted together with an Officers' Certificate listing the Securities or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to Holders of Securities so accepted (or, in the case of Securities held in book-entry form through the Depositary, will deliver in accordance with the Depositary's procedures as then in effect) payment in an amount equal to be repurchasedthe Change of Control Purchase Price (together with accrued and unpaid interest), which for such Securities, and the Trustee or its authenticating agent shall promptly authenticate and mail or deliver to such Holders (or deliver in accordance with the Depositary's procedures, as the case may be) new Securities equal in principal amount to any unpurchased portion must of the Securities surrendered; provided, however, that each such new Security will be in a principal amount of $1,000 or any an integral multiple thereof; and (C) that such Security . Any Securities not so accepted shall be repurchased as of the Repurchase Date pursuant to the terms and conditions specified in this Indenture; and promptly mailed or delivered (ii) delivery or book-entry transfer of such Security to the Trustee or paying agent prior to, on or after the Repurchase Date (together with all necessary endorsements) at the offices of the Trustee or the paying agent, such delivery being a condition to receipt by the Holder of the Repurchase Price therefor; provided that the Repurchase Price shall be so paid pursuant to this Section 13.1 only if the Security so delivered to the Trustee or the paying agent shall conform in all material respects to the description thereof in the related Repurchase Notice. (f) The Issuer shall repurchase from the Holder thereof, pursuant to this Section 13.1, 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 repurchase of all of a Security also apply to the repurchase of a portion of a Security. (g) Any repurchase by the Issuer contemplated pursuant to the provisions of this Section 13.1 shall be consummated by the delivery to the Trustee or the paying agent of the Repurchase Price to be received by the Holder promptly following the later of the Repurchase Date and the time of delivery or book-entry transfer of the Security (together with all necessary endorsements, if any) to the Trustee or the paying agent in accordance with this Section 13.1. (h) Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee or the paying agent the Repurchase Notice contemplated by this Section 13.1 shall have the right to withdraw such Repurchase Notice at any time prior to the close of business on the Repurchase Date by delivery of a written notice of withdrawal to the Trustee or the paying agent, as applicable, at the principal office of the Trustee or the paying agent, as applicable, in accordance with Section 13.3. If the Trustee or the paying agent holds money sufficient to pay the Repurchase Price of a Security on the Repurchase Date in accordance with the terms Depositary's procedures, as the case may be) by the Company to the Holder thereof. The Company shall publicly announce the results of this Indenture, then, immediately the Change of Control Offer on or as soon as practicable after the Repurchase Date, the Security will cease to be Outstanding, whether or not the Security is delivered to the Trustee or the paying agent. Thereafter, all other rights Change of the Holder of a Security shall terminate, other than the right to receive the Repurchase Price upon delivery of the Security. (i) The Trustee or the paying agent shall promptly notify the Issuer of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. (j) No Securities may be repurchased by the Issuer on a Repurchase Date pursuant to this Section 13.1 if the principal amount of the Securities has been accelerated, and such acceleration has not been rescinded, on or prior to the Repurchase Control Purchase Date. The Trustee or shall be under no obligation to ascertain the paying agent shall promptly return occurrence of a Change of Control or, except as directed by the Company, to give notice to the respective Holders thereof any Securities (x) Securityholders with respect to which a Repurchase Notice has been withdrawn in compliance with this Indenturethereto. The Trustee may conclusively assume, or (y) held by it during the continuance of an acceleration of the principal amount of the Securities (other than an acceleration resulting from a default in the payment absence of the Repurchase Price) in which case, upon such return, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.” (b) Solely with respect written notice to the Notescontrary from the Company, the following paragraph is added as new Section 13.2 under new Article 13 that no Change of the Indenture:Control has occurred.

Repurchase of Securities. (a) Solely with respect to the Notes, the following paragraph is added as new Section 13.1 under new Article Thirteen at Option of the Indenture entitled “REPURCHASES”:Holder Upon a ------------------------------------------------------- Change of Control. ----------------- (a) At In the option event that a Change of Control occurs, each Holder shall have the right, at such Holder's option, subject to the Issuer shall terms and conditions of this Indenture, to require the Company to repurchase all or any part of such Holder's Securities (provided, that the principal amount of such -------- Securities must be $1,000 or an integral multiple thereof) on July 15, 2008, 2009, 2012, 2017, 2022, 2027 and 2032 the date (each, a “the "Repurchase Date”") all or a portion that is no later than 40 Business Days after the occurrence of the Securities held by such Holder Change of Control, at a cash price in cash (the “"Repurchase Price”") equal to 100101% of the principal amount of Securities to be repurchasedthereof, plus together with accrued and unpaid interest, up interest to and including the calendar day immediately preceding the date on which payment of the Repurchase Price is made; provided that the Issuer shall pay the portion of such interest payable with respect to the interest period ending on the Repurchase Date to the Holder of record on the Record Date corresponding to such Repurchase Date, and the Issuer shall pay to the Holder submitting the Security for repurchase a price in cash equal to 100% of the principal amount of the Securities to be repurchased. (b) In connection with any repurchase of Securities the event that, pursuant to this Section 13.111.1, the Issuer Company shall give written notice of be required to commence an offer to purchase Securities (a "Repurchase Offer"), the Company shall follow the procedures set forth in this Section 11.1 as follows: (1) the Repurchase Date Offer shall commence within 15 Business Days following a Change of Control; (2) the Repurchase Offer shall remain open for 20 Business Days following its commencement, except to the Holders of the Securities (the “Issuer Repurchase Notice”). The Issuer Repurchase Notice shall be sent to the Trustee and to each Holder (and each beneficial owner if extent that a longer period is required by applicable law) , but in any case not less more than 30 days prior to each Repurchase Date. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Security for repurchase pursuant to this Section 13.1 shall be determined by the Issuer, whose determination shall be final and binding. Each Issuer Repurchase Notice shall include a form of Repurchase Notice to be completed by a Holder and shall state: (i) the Repurchase Date, the Repurchase Price and the Conversion Rate; (ii) the name and address of the Trustee or the paying agent and the Conversion Agent; (iii) that Securities as to which a Repurchase Notice has been given may be converted only if the applicable Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Trustee or the paying agent (by effecting book entry transfer of the Securities or delivering definitive Securities, together with necessary endorsements, as the case may be) to collect payment of the Repurchase Price; (v) that the Repurchase Price for any Securities as to which a Repurchase Notice has been given and not withdrawn shall be paid promptly 60 Business Days following the later Change of Control (the "Repurchase Date and the time of surrender of such Securities as described in clause (ivOffer Period"); (vi3) upon the procedures expiration of a Repurchase Offer, the Holder must follow under this Section 13.1Company shall purchase all Securities tendered in response to the Repurchase Offer; (vii4) thatif the Repurchase Date is on or after an interest payment record date and on or before the related Interest Payment Date and Damage Payment Date, unless the Issuer defaults in making payment of such Repurchase Price, any accrued interest on Securities covered by any Repurchase Notice and Liquidated Damages will cease to accrue on and after the date so specified in Section 13.1(a) as the date after which interest ceases to accrue; (viii) the CUSIP number of the Securities; and (ix) the procedures for withdrawing a Repurchase Notice (as specified in Section 13.3). (c) At the Issuer’s request, which shall be made at least five Business Days (unless a shorter period shall be satisfactory paid to the Trustee) prior to the date by which the Issuer Repurchase Notice Person in whose name a Security is to be given to the Holders in accordance with this Section 13.1, and registered at the Issuer’s expense, the Trustee shall give the Issuer Repurchase Notice in the Issuer’s name; provided that, in all cases, the text of the Issuer Repurchase Notice shall be prepared by the Issuer. (d) If any of the Securities is in the form of a Global Security, then the Issuer shall modify such notice to the extent necessary to accord with the Applicable Procedures that apply to the repurchase of Global Securities. (e) Securities shall be repurchased pursuant to this Section 13.1 at the option of the Holder thereof upon: (i) delivery to the Issuer and the Trustee by the Holder of a written notice substantially in the form attached to the Security (a “Repurchase Notice”) at any time prior to the close of business on such record date, and no additional interest or Liquidated Damages will be payable to Securityholders who tender Securities pursuant to the Repurchase Date stating: (A) if the Security which the Holder will deliver to be repurchased is a Security in definitive form, the certificate number of such Security, or if such Security is a Global Security, information in accordance with the Applicable ProceduresOffer; (B5) the portion Company shall provide the Trustee with notice of the principal amount Repurchase Offer at least 5 Business Days before the commencement of the Security which the Holder will deliver to be repurchased, which portion must be in a principal amount of $1,000 or any integral multiple thereofRepurchase Offer; and (C6) that such Security on or before the commencement of any Repurchase Offer, the Company or the Trustee (upon the request and at the expense of the Company) shall be repurchased as send, by first-class mail, a notice to each of the Securityholders, which (to the extent consistent with this Indenture) shall govern the terms of the Repurchase Date pursuant to the terms Offer and conditions specified in this Indenture; and (ii) delivery or book-entry transfer of such Security to the Trustee or paying agent prior to, on or after the Repurchase Date (together with all necessary endorsements) at the offices of the Trustee or the paying agent, such delivery being a condition to receipt by the Holder of the Repurchase Price therefor; provided that the Repurchase Price shall be so paid pursuant to this Section 13.1 only if the Security so delivered to the Trustee or the paying agent shall conform in all material respects to the description thereof in the related Repurchase Notice. (f) The Issuer shall repurchase from the Holder thereof, pursuant to this Section 13.1, 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 repurchase of all of a Security also apply to the repurchase of a portion of a Security. (g) Any repurchase by the Issuer contemplated pursuant to the provisions of this Section 13.1 shall be consummated by the delivery to the Trustee or the paying agent of the Repurchase Price to be received by the Holder promptly following the later of the Repurchase Date and the time of delivery or book-entry transfer of the Security (together with all necessary endorsements, if any) to the Trustee or the paying agent in accordance with this Section 13.1. (h) Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee or the paying agent the Repurchase Notice contemplated by this Section 13.1 shall have the right to withdraw such Repurchase Notice at any time prior to the close of business on the Repurchase Date by delivery of a written notice of withdrawal to the Trustee or the paying agent, as applicable, at the principal office of the Trustee or the paying agent, as applicable, in accordance with Section 13.3. If the Trustee or the paying agent holds money sufficient to pay the Repurchase Price of a Security on the Repurchase Date in accordance with the terms of this Indenture, then, immediately after the Repurchase Date, the Security will cease to be Outstanding, whether or not the Security is delivered to the Trustee or the paying agent. Thereafter, all other rights of the Holder of a Security shall terminate, other than the right to receive the Repurchase Price upon delivery of the Security. (i) The Trustee or the paying agent shall promptly notify the Issuer of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. (j) No Securities may be repurchased by the Issuer on a Repurchase Date pursuant to this Section 13.1 if the principal amount of the Securities has been accelerated, and such acceleration has not been rescinded, on or prior to the Repurchase Date. The Trustee or the paying agent shall 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 acceleration of the principal amount of the Securities (other than an acceleration resulting from 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.” (b) Solely with respect to the Notes, the following paragraph is added as new Section 13.2 under new Article 13 of the Indenturestate:

Repurchase of Securities. (a) Solely with respect to the Notes, the following paragraph is added as new Section 13.1 under new Article Thirteen at Option of the Indenture entitled “REPURCHASES”:Holder Upon ----------------------------------------------------- Change of Control. ------------------ (a) At In the option event that a Change of Control (the date on which such event occur being referred to as the "Change of Control Date") occurs, each Holder of Securities shall have the right, at such Holder's option, subject to the Issuer shall terms and conditions hereof, to require the Company to repurchase on July 15, 2008, 2009, 2012, 2017, 2022, 2027 and 2032 (each, a “Repurchase Date”) all or a portion any part of such Holder's Notes (provided, that the Securities held by principal amount of such Holder Notes at maturity must be $1,000 or an integral multiple thereof) on the date that is no later than 30 Business Days after the occurrence of such Change of Control (the "Change of Control Payment Date"), at a cash price in cash (the “Repurchase "Change of Control Offer Price”") equal to 100101% of the principal amount of Securities to be repurchasedthereof, plus accrued and unpaid interest, up to and including the calendar day immediately preceding the date on which payment of the Repurchase Price is made; provided that the Issuer shall pay the portion of such interest payable with respect if any, to the interest period ending on the Repurchase Date to the Holder Change of record on the Record Date corresponding to such Repurchase Control Payment Date, and the Issuer shall pay to the Holder submitting the Security for repurchase a price in cash equal to 100% of the principal amount of the Securities to be repurchased. (b) In connection with any repurchase of Securities the event that, pursuant to this Section 13.111.1, the Issuer Company shall give written be required to commence an offer to purchase Notes (a "Change of Control Offer"), the Company shall follow the procedures set forth in this Section 11.1 as follows: (1) the Change of Control Offer shall commence within 10 Business Days following the Change of Control Date; (2) the Change of Control Offer shall remain open for 20 Business Days and no longer, except to the extent that a longer period is required by applicable law (the "Change of Control Offer Period"); (3) within 5 Business Days following the expiration of a Change of Control Offer (and in any event not later than 35 Business Days following the Change of Control Date), the Company shall purchase all of the tendered Securities at the Change of Control Offer Price together with accrued interest to the Change of Control Payment Date; (4) if the Change of Control Payment Date is on or after an interest payment record date and on or before the related interest payment date, any accrued interest will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no additional interest (including Contingent Payments) will be payable to Securityholders who tender Securities pursuant to the Change of Control Offer and who are paid on the Change of Control Payment Date; (5) the Company shall provide the Trustee with notice of the Repurchase Date any Change of Control Offer; and (6) on or before the commencement of any Change of Control Offer, the Company or the Trustee (upon the request and at the expense of the Company) shall send, by first-class mail, a notice to each of the Securityholders, which (to the Holders extent consistent with this Indenture) shall govern the terms of the Securities (the “Issuer Repurchase Notice”). The Issuer Repurchase Notice shall be sent to the Trustee and to each Holder (and each beneficial owner if required by applicable law) not less than 30 days prior to each Repurchase Date. All questions as to the validity, eligibility (including time Change of receipt) and acceptance of any Security for repurchase pursuant to this Section 13.1 shall be determined by the Issuer, whose determination shall be final and binding. Each Issuer Repurchase Notice shall include a form of Repurchase Notice to be completed by a Holder Control Offer and shall state: (i) that the Repurchase Date, the Repurchase Price and the Conversion RateChange of Control Offer is being made pursuant to this Section 11.1; (ii) the name Change of Control Offer Price (including the amount of accrued and address unpaid interest), the Change of the Trustee or the paying agent Control Payment Date and the Conversion AgentChange of Control Put Date (as defined below); (iii) that Securities as any Security or portion thereof not tendered or accepted for payment will continue to which a Repurchase Notice has been given may be converted only if the applicable Repurchase Notice has been withdrawn in accordance with the terms of this Indentureaccrue interest (including Contingent Payments); (iv) that Securities must be surrendered that, unless (a) the Company defaults in depositing U.S. Legal Tender with the Paying Agent (which may not for purposes of this Section 11.1, notwithstanding anything in this Indenture to the Trustee contrary, be the Company or the paying agent (by effecting book entry transfer any Affiliate of the Securities Company) in accordance with the last paragraph of this clause (b) or delivering definitive Securities(b) such Change of Control payment is prevented for any reason, together with necessary endorsements, as any Security or portion thereof accepted for payment pursuant to the case may beChange of Control Offer shall cease to accrue interest (including Contingent Payments) to collect payment after the Change of the Repurchase PriceControl Payment Date; (v) that Holders electing to have a Security, or portion thereof, purchased pursuant to a Change of Control Offer will be required to surrender the Repurchase Price for any Securities as Security, with the form entitled "Option of Holder to which a Repurchase Notice has been given and not withdrawn shall be paid promptly following Elect Purchase" on the later reverse of the Repurchase Date and Security completed, to the time Paying Agent (which may not for purposes of surrender of such Securities as described in clause (iv); (vi) the procedures the Holder must follow under this Section 13.1; (vii11.1, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) that, unless at the Issuer defaults in making payment of such Repurchase Price, interest on Securities covered by any Repurchase Notice will cease to accrue on and after the date so address specified in Section 13.1(a) as the date after which interest ceases to accrue; (viii) the CUSIP number of the Securities; and (ix) the procedures for withdrawing a Repurchase Notice (as specified in Section 13.3). (c) At the Issuer’s request, which shall be made at least five Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which the Issuer Repurchase Notice is to be given to the Holders in accordance with this Section 13.1, and at the Issuer’s expense, the Trustee shall give the Issuer Repurchase Notice in the Issuer’s name; provided that, in all cases, the text of the Issuer Repurchase Notice shall be prepared by the Issuer. (d) If any of the Securities is in the form of a Global Security, then the Issuer shall modify such notice to the extent necessary to accord with the Applicable Procedures that apply to the repurchase of Global Securities. (e) Securities shall be repurchased pursuant to this Section 13.1 at the option of the Holder thereof upon: (i) delivery to the Issuer and the Trustee by the Holder of a written notice substantially in the form attached to the Security (a “Repurchase Notice”) at any time prior to the close of business on the Repurchase fifth Business Day prior to the Change of Control Payment Date stating: (A) if the Security which the Holder will deliver to be repurchased is a Security in definitive form, the certificate number "Change of such Security, or if such Security is a Global Security, information in accordance with the Applicable ProceduresControl Put Date"); (B) the portion of the principal amount of the Security which the Holder will deliver to be repurchased, which portion must be in a principal amount of $1,000 or any integral multiple thereof; and (Cvi) that such Security shall Holders will be repurchased as of the Repurchase Date pursuant entitled to the terms and conditions specified withdraw their elections, in this Indenture; and (ii) delivery whole or book-entry transfer of such Security to the Trustee or paying agent prior toin part, on or after the Repurchase Date (together with all necessary endorsements) at the offices of the Trustee or the paying agent, such delivery being a condition to receipt by the Holder of the Repurchase Price therefor; provided that the Repurchase Price shall be so paid pursuant to this Section 13.1 only if the Security so delivered to the Trustee or the paying agent shall conform in all material respects to the description thereof in the related Repurchase Notice. Paying Agent (f) The Issuer shall repurchase from the Holder thereofwhich, pursuant to this Section 13.1, 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 repurchase of all of a Security also apply to the repurchase of a portion of a Security. (g) Any repurchase by the Issuer contemplated pursuant to the provisions for purposes of this Section 13.1 shall 11.1, notwithstanding any other provision of this Indenture, may not be consummated by the delivery to the Trustee Company or the paying agent an Affiliate of the Repurchase Price to be received by the Holder promptly following the later of the Repurchase Date and the time of delivery or book-entry transfer of the Security (together with all necessary endorsementsCompany) receives, if any) to the Trustee or the paying agent in accordance with this Section 13.1. (h) Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee or the paying agent the Repurchase Notice contemplated by this Section 13.1 shall have the right to withdraw such Repurchase Notice at any time prior up to the close of business on the Repurchase Date by delivery Change of Control Put Date, a written notice of withdrawal to telegram, telex, facsimile transmission or letter setting forth the Trustee or the paying agent, as applicable, at the principal office name of the Trustee or the paying agentHolder, as applicable, in accordance with Section 13.3. If the Trustee or the paying agent holds money sufficient to pay the Repurchase Price of a Security on the Repurchase Date in accordance with the terms of this Indenture, then, immediately after the Repurchase Date, the Security will cease to be Outstanding, whether or not the Security is delivered to the Trustee or the paying agent. Thereafter, all other rights of the Holder of a Security shall terminate, other than the right to receive the Repurchase Price upon delivery of the Security. (i) The Trustee or the paying agent shall promptly notify the Issuer of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. (j) No Securities may be repurchased by the Issuer on a Repurchase Date pursuant to this Section 13.1 if the principal amount of the Securities has been accelerated, the Holder is withdrawing and a statement that such acceleration has not been rescinded, on or prior Holder is withdrawing his election to the Repurchase Date. The Trustee or the paying agent shall 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 acceleration of the have such principal amount of the Securities (other than an acceleration resulting from 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.” (b) Solely with respect to the Notes, the following paragraph is added as new Section 13.2 under new Article 13 of the Indenture:purchased; and

Repurchase of Securities. (a) Solely with respect to the Notes, the following paragraph is added as new Section 13.1 under new Article Thirteen at Option of the Indenture entitled “REPURCHASES”:Holder Upon a Change of Control. (a) At In the option event that a Change of Control occurs, each Holder shall have the right, at such Holder's option, pursuant to an irrevocable and unconditional offer by the Issuer shall Company or Finance (the "Change of Control Offer") subject to the terms and conditions of this Indenture, to require the Issuers to repurchase on July 15, 2008, 2009, 2012, 2017, 2022, 2027 and 2032 (each, a “Repurchase Date”) all or any part of such Holder's Securities (provided, that the principal amount of such Securities at maturity must be $1,000 or an integral multiple thereof) on a portion date selected by the Issuers that is no later than 35 Business Days after the occurrence of such Change of Control (the Securities held by such Holder "Change of Control Purchase Date"), at a cash price in cash (the “Repurchase "Change of Control Purchase Price”") equal to 100101% of the principal amount of Securities to be repurchasedthereof, plus (subject to the right of Holders of record on a Record Date to receive interest due on an Interest Payment Date that is on or prior to such repurchase date and subject to clause (b)(4) below) accrued and unpaid interestinterest and Liquidated Damages, up to and including the calendar day immediately preceding the date on which payment of the Repurchase Price is made; provided that the Issuer shall pay the portion of such interest payable with respect if any, to the interest period ending on the Repurchase Date to the Holder Change of record on the Record Date corresponding to such Repurchase Control Purchase Date, and the Issuer shall pay to the Holder submitting the Security for repurchase a price in cash equal to 100% of the principal amount of the Securities to be repurchased. (b) In connection with the event of a Change of Control, the Company or Finance shall be required to commence an offer to purchase Securities (a "Change of Control Offer") as follows: (1) the Change of Control Offer shall commence within 10 Business Days following the occurrence of the Change of Control; (2) the Change of Control Offer shall remain open for not less than 20 Business Days following its commencement (the "Change of Control Offer Period"); (3) upon the expiration of the Change of Control Offer Period, the Issuers shall purchase all of the properly tendered Securities at the Change of Control Purchase Price, plus accrued and unpaid interest thereon; (4) if the Change of Control Purchase Date is on or after a Record Date and on or before the related interest payment date, any repurchase accrued interest will be paid to the Person in whose name a Security is registered at the close of business on such Record Date, and no additional interest will be payable to Securityholders who tender Securities pursuant to this Section 13.1, the Issuer Change of Control Offer; (5) the Issuers shall give provide the Trustee and the Paying Agent with written notice of the Repurchase Date Change of Control Offer at least three Business Days before the commencement of any Change of Control Offer; and (6) on or before the commencement of any Change of Control Offer, the Company, Finance or the Registrar (upon the request and at the expense of the Issuers) shall send, by first-class mail, a notice to each of the Securityholders, which (to the Holders extent consistent with this Indenture) shall govern the terms of the Securities (the “Issuer Repurchase Notice”). The Issuer Repurchase Notice shall be sent to the Trustee and to each Holder (and each beneficial owner if required by applicable law) not less than 30 days prior to each Repurchase Date. All questions as to the validity, eligibility (including time Change of receipt) and acceptance of any Security for repurchase pursuant to this Section 13.1 shall be determined by the Issuer, whose determination shall be final and binding. Each Issuer Repurchase Notice shall include a form of Repurchase Notice to be completed by a Holder Control Offer and shall state: (i) that the Repurchase DateChange of Control Offer is being made pursuant to such notice and this Section 9.1 and that all Securities, the Repurchase Price and the Conversion Rateor portions thereof, tendered will be accepted for payment; (ii) the name Change of Control Purchase Price (including the amount of accrued and address of the Trustee or the paying agent unpaid interest, subject to clause (b)(4) above) and the Conversion AgentChange of Control Purchase Date; (iii) that Securities as any Security, or portion thereof, not tendered or accepted for payment will continue to which a Repurchase Notice has been given may be converted only if the applicable Repurchase Notice has been withdrawn in accordance with the terms of this Indentureaccrue interest; (iv) that Securities must be surrendered that, unless the Company defaults in depositing Cash with the Paying Agent in accordance with the last paragraph of this Article IX or such payment is prevented, any Security, or portion thereof, accepted for payment pursuant to the Trustee or Change of Control Offer shall cease to accrue interest after the paying agent (by effecting book entry transfer Change of the Securities or delivering definitive Securities, together with necessary endorsements, as the case may be) to collect payment of the Repurchase PriceControl Purchase Date; (v) that Holders electing to have a Security, or portion thereof, purchased pursuant to a Change of Control Offer will be required to surrender the Repurchase Price for any Securities as Security, with the form entitled "Option of Holder to which a Repurchase Notice has been given and not withdrawn shall be paid promptly following Elect Purchase" on the later reverse of the Repurchase Date and Security completed, to the time Paying Agent (which may not for purposes of surrender this Section 9.1, notwithstanding anything in this Indenture to the contrary, be either of such Securities as described the Issuers or any Affiliate of the Issuers) at the address specified in clause (iv)the notice prior to the expiration of the Change of Control Offer; (vi) that Holders will be entitled to withdraw their election, in whole or in part, if the procedures the Holder must follow under Paying Agent (which may not for purposes of this Section 13.1; (vii) that9.1, unless notwithstanding anything in this Indenture to the Issuer defaults in making payment of such Repurchase Pricecontrary, interest on Securities covered by any Repurchase Notice will cease to accrue on and after the date so specified in Section 13.1(a) as the date after which interest ceases to accrue; (viii) the CUSIP number be either of the Securities; and (ix) the procedures for withdrawing a Repurchase Notice (as specified in Section 13.3). (c) At the Issuer’s request, which shall be made at least five Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which the Issuer Repurchase Notice is to be given to the Holders in accordance with this Section 13.1, and at the Issuer’s expense, the Trustee shall give the Issuer Repurchase Notice in the Issuer’s name; provided that, in all cases, the text Issuers or any Affiliate of the Issuer Repurchase Notice shall be prepared by the Issuer. (dIssuers) If any of the Securities is in the form of a Global Securityreceives, then the Issuer shall modify such notice to the extent necessary to accord with the Applicable Procedures that apply to the repurchase of Global Securities. (e) Securities shall be repurchased pursuant to this Section 13.1 at the option of the Holder thereof upon: (i) delivery to the Issuer and the Trustee by the Holder of a written notice substantially in the form attached to the Security (a “Repurchase Notice”) at any time prior up to the close of business on the Repurchase Date stating: (A) if Change of Control Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the Security which name of the Holder will deliver to be repurchased is a Security in definitive formHolder, the certificate number of such Security, or if such Security is a Global Security, information in accordance with the Applicable Procedures; (B) the portion of the principal amount of the Security which Securities the Holder will is withdrawing and a statement that such Holder is withdrawing his election to have such principal amount of Securities purchased; and (vii) a brief description of the events resulting in such Change of Control. The Issuers agree that any such Change of Control Offer shall be made in compliance with all applicable Federal and state laws, rules and regulations, including, if applicable, Regulation 14E under the Exchange Act and the rules thereunder and all other applicable Federal and state securities laws, and any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. On or before the Change of Control Purchase Date, the Issuers shall (i) accept for payment Securities or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent Cash sufficient to pay the Change of Control Purchase Price (together with accrued and unpaid interest and Liquidated Damages, if any) of all Securities or portions thereof so tendered and (iii) deliver to be repurchasedthe Trustee Securities so accepted together with an Officers' Certificate listing the Securities or portions thereof being purchased. The Paying Agent promptly shall mail to Holders of Securities so accepted payment in an amount equal to the Change of Control Purchase Price (together with accrued and unpaid interest and Liquidated Damages, which if any) for such Securities, and the Trustee or its authenticating agent shall promptly authenticate and mail or deliver to such Holders a new Security equal in principal amount to any unpurchased portion must of the Security surrendered; provided, however, that each such new Security will be in a principal amount of $1,000 or any an integral multiple thereof; and (C) that such Security . Any Securities not so accepted shall be repurchased as of the Repurchase Date pursuant to the terms and conditions specified in this Indenture; and (ii) delivery promptly mailed or book-entry transfer of such Security to the Trustee or paying agent prior to, on or after the Repurchase Date (together with all necessary endorsements) at the offices of the Trustee or the paying agent, such delivery being a condition to receipt delivered by the Holder of the Repurchase Price therefor; provided that the Repurchase Price shall be so paid pursuant Issuers to this Section 13.1 only if the Security so delivered to the Trustee or the paying agent shall conform in all material respects to the description thereof in the related Repurchase Notice. (f) The Issuer shall repurchase from the Holder thereof, pursuant to this Section 13.1, a portion of a Security if . The Issuers shall publicly announce the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Security also apply to the repurchase of a portion of a Security. (g) Any repurchase by the Issuer contemplated pursuant to the provisions of this Section 13.1 shall be consummated by the delivery to the Trustee or the paying agent results of the Repurchase Price to be received by the Holder promptly following the later Change of the Repurchase Date and the time of delivery Control Offer on or book-entry transfer of the Security (together with all necessary endorsements, if any) to the Trustee or the paying agent in accordance with this Section 13.1. (h) Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee or the paying agent the Repurchase Notice contemplated by this Section 13.1 shall have the right to withdraw such Repurchase Notice at any time prior to the close of business on the Repurchase Date by delivery of a written notice of withdrawal to the Trustee or the paying agent, as applicable, at the principal office of the Trustee or the paying agent, soon as applicable, in accordance with Section 13.3. If the Trustee or the paying agent holds money sufficient to pay the Repurchase Price of a Security on the Repurchase Date in accordance with the terms of this Indenture, then, immediately practicable after the Repurchase Change of Control Purchase Date, the Security will cease to be Outstanding, whether or not the Security is delivered to the Trustee or the paying agent. Thereafter, all other rights of the Holder of a Security shall terminate, other than the right to receive the Repurchase Price upon delivery of the Security. (i) The Trustee or the paying agent shall promptly notify the Issuer of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. (j) No Securities may be repurchased by the Issuer on a Repurchase Date pursuant to this Section 13.1 if the principal amount of the Securities has been accelerated, and such acceleration has not been rescinded, on or prior to the Repurchase Date. The Trustee or the paying agent shall 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 acceleration of the principal amount of the Securities (other than an acceleration resulting from 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.” (b) Solely with respect to the Notes, the following paragraph is added as new Section 13.2 under new Article 13 of the Indenture:

Repurchase of Securities. (a) Solely with respect to the Notes, the following paragraph is added as new Section 13.1 under new Article Thirteen at Option of the Indenture entitled “REPURCHASES”:Holder Upon ----------------------------------------------------- Change of Control. ----------------- (a) At In the option event that a Change of Control occurs, each Holder of Securities shall have the right pursuant to an irrevocable, unconditional offer by the Company (the "Change of Control Offer"), at such Holder's option, subject to the Issuer shall terms and conditions of this Indenture, to require the Company to repurchase on July 15, 2008, 2009, 2012, 2017, 2022, 2027 and 2032 (each, a “Repurchase Date”) all or a any portion of such Holder's Notes (provided, that the Securities held by principal amount of such Holder Notes at maturity must be $1,000 or an integral multiple thereof) on the date that is no later than 35 Business Days after the occurrence of such Change of Control (the "Change of Control Payment Date"), at a cash price in cash (the “Repurchase "Change of Control Offer Price”") equal to 100101% of the principal amount of Securities to be repurchasedthereof, plus accrued and unpaid interest, up interest to and including the calendar day immediately preceding the date on which payment Change of the Repurchase Price is made; provided that the Issuer shall pay the portion of such interest payable with respect to the interest period ending on the Repurchase Date to the Holder of record on the Record Date corresponding to such Repurchase Control Payment Date, and the Issuer shall pay to the Holder submitting the Security for repurchase a price in cash equal to 100% of the principal amount of the Securities to be repurchased. (b) In connection with any repurchase of Securities the event that, pursuant to this Section 13.112.1, the Issuer Company shall give be required to commence a Change of Control Offer, the Company (or the Trustee, upon the request and at the expense of the Company) shall, within 10 Business Days following a Change of Control, commence a Change of Control Offer by sending written notice by first-class mail to each Holder at its registered address, with a copy to the Trustee, of the commencement of such Change of Control Offer. The Company shall use its best efforts to provide the Trustee with notice of the Repurchase Date Change of Control Offer at least 5 Business Days before the commencement of any Change of Control Offer. A Change of Control Offer shall remain open for 20 Business Days following its commencement, except to the extent that a longer period is expressly required by applicable law (the "Change of Control Offer Period"). On or prior to the date of the expiration of the Change of Control Offer Period (the "Change of Control Put Date"), Holders electing to have a Security (or portion thereof) purchased pursuant to a Change of Control Offer must surrender their Security as set forth in Section 12.1(b)(5) below. On or prior to the Change of Control Payment Date, the Company shall purchase all Notes tendered in accordance with the terms hereof in response to the Change of Control Offer. The notice to the Holders of the Securities (the “Issuer Repurchase Notice”). The Issuer Repurchase Notice shall be sent to the Trustee contain all information, instructions and to each Holder (and each beneficial owner if materials required by applicable law) not less than 30 days prior law or otherwise material to each Repurchase Date. All questions as such Holders' decision to tender Securities pursuant to the validity, eligibility Change of Control Offer. The notice (including time to the extent consistent with this Indenture) shall govern the terms of receipt) and acceptance the Change of any Security for repurchase pursuant to this Section 13.1 shall be determined by the Issuer, whose determination shall be final and binding. Each Issuer Repurchase Notice shall include a form of Repurchase Notice to be completed by a Holder Control Offer and shall state: (i1) that the Repurchase Date, the Repurchase Price change of Control Offer is being made pursuant to such notice and the Conversion Ratethis Section 12.1; (ii2) the name Change of Control Offer Price (including the amount of accrued and address unpaid interest), the Change of the Trustee or the paying agent Control Put Date and the Conversion AgentChange of Control Payment Date; (iii3) that Securities as to which a Repurchase Notice has been given may be converted only if the applicable Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Trustee any Security or the paying agent (by effecting book entry transfer of the Securities portion thereof not tendered or delivering definitive Securities, together with necessary endorsements, as the case may be) to collect accepted for payment of the Repurchase Price; (v) that the Repurchase Price for any Securities as to which a Repurchase Notice has been given and not withdrawn shall be paid promptly following the later of the Repurchase Date and the time of surrender of such Securities as described in clause (iv); (vi) the procedures the Holder must follow under this Section 13.1; (vii) that, unless the Issuer defaults in making payment of such Repurchase Price, interest on Securities covered by any Repurchase Notice will cease continue to accrue on and after the date so specified in Section 13.1(a) as the date after which interest ceases to accrueif interest is then accruing; (viii) the CUSIP number of the Securities; and (ix) the procedures for withdrawing a Repurchase Notice (as specified in Section 13.3). (c) At the Issuer’s request, which shall be made at least five Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which the Issuer Repurchase Notice is to be given to the Holders in accordance with this Section 13.1, and at the Issuer’s expense, the Trustee shall give the Issuer Repurchase Notice in the Issuer’s name; provided that, in all cases, the text of the Issuer Repurchase Notice shall be prepared by the Issuer. (d) If any of the Securities is in the form of a Global Security, then the Issuer shall modify such notice to the extent necessary to accord with the Applicable Procedures that apply to the repurchase of Global Securities. (e) Securities shall be repurchased pursuant to this Section 13.1 at the option of the Holder thereof upon: (i) delivery to the Issuer and the Trustee by the Holder of a written notice substantially in the form attached to the Security (a “Repurchase Notice”) at any time prior to the close of business on the Repurchase Date stating: (A) if the Security which the Holder will deliver to be repurchased is a Security in definitive form, the certificate number of such Security, or if such Security is a Global Security, information in accordance with the Applicable Procedures; (B) the portion of the principal amount of the Security which the Holder will deliver to be repurchased, which portion must be in a principal amount of $1,000 or any integral multiple thereof; and (C) that such Security shall be repurchased as of the Repurchase Date pursuant to the terms and conditions specified in this Indenture; and (ii) delivery or book-entry transfer of such Security to the Trustee or paying agent prior to, on or after the Repurchase Date (together with all necessary endorsements) at the offices of the Trustee or the paying agent, such delivery being a condition to receipt by the Holder of the Repurchase Price therefor; provided that the Repurchase Price shall be so paid pursuant to this Section 13.1 only if the Security so delivered to the Trustee or the paying agent shall conform in all material respects to the description thereof in the related Repurchase Notice. (f) The Issuer shall repurchase from the Holder thereof, pursuant to this Section 13.1, 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 repurchase of all of a Security also apply to the repurchase of a portion of a Security. (g) Any repurchase by the Issuer contemplated pursuant to the provisions of this Section 13.1 shall be consummated by the delivery to the Trustee or the paying agent of the Repurchase Price to be received by the Holder promptly following the later of the Repurchase Date and the time of delivery or book-entry transfer of the Security (together with all necessary endorsements, if any) to the Trustee or the paying agent in accordance with this Section 13.1. (h) Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee or the paying agent the Repurchase Notice contemplated by this Section 13.1 shall have the right to withdraw such Repurchase Notice at any time prior to the close of business on the Repurchase Date by delivery of a written notice of withdrawal to the Trustee or the paying agent, as applicable, at the principal office of the Trustee or the paying agent, as applicable, in accordance with Section 13.3. If the Trustee or the paying agent holds money sufficient to pay the Repurchase Price of a Security on the Repurchase Date in accordance with the terms of this Indenture, then, immediately after the Repurchase Date, the Security will cease to be Outstanding, whether or not the Security is delivered to the Trustee or the paying agent. Thereafter, all other rights of the Holder of a Security shall terminate, other than the right to receive the Repurchase Price upon delivery of the Security. (i) The Trustee or the paying agent shall promptly notify the Issuer of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. (j) No Securities may be repurchased by the Issuer on a Repurchase Date pursuant to this Section 13.1 if the principal amount of the Securities has been accelerated, and such acceleration has not been rescinded, on or prior to the Repurchase Date. The Trustee or the paying agent shall 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 acceleration of the principal amount of the Securities (other than an acceleration resulting from 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.” (b) Solely with respect to the Notes, the following paragraph is added as new Section 13.2 under new Article 13 of the Indenture: