Common use of Right to Require Purchase Clause in Contracts

Right to Require Purchase. (a) If a Failed Remarketing occurs on any Remarketing Reset Date, each Holder of Securities will have the right to require the Company to purchase all or a portion of its Securities on such Remarketing Reset Date for cash. The Company shall purchase such Securities at a purchase price (the "Remarketing Purchase Price") equal to 100% of the Accreted Principal Amount (including accrued Contingent Accretion, if any) thereof as of the applicable Remarketing Reset Date, plus accrued and unpaid interest (including Liquidated Damages, if any) to, but excluding such Remarketing Reset Date. Each Holder must notify the Paying Agent on or prior to each Remarketing Reset Event Date and any subsequent Remarketing Reset Date of the aggregate Original Principal Amount of Securities it wants the Company to repurchase in the event of a Failed Remarketing. Holders of Securities will be deemed to have exercised their right to require the Company to purchase the aggregate Original Principal Amount of Securities unless they elected not to participate in the applicable remarketing by delivering a Notice to Opt Out of Remarketing pursuant to Section 16.03(a). (b) If less than $50 million aggregate Original Principal Amount of Securities is to be remarketed on any Remarketing Reset Date because Holders of all remaining outstanding Securities have elected not to participate in such remarketing, there will not be a remarketing and such Holders who did not deliver the Notice to Opt Out of Remarketing, but only such Holders, will have the right to require to the Company to purchase all or a portion of their Securities on such Remarketing Reset Date for cash. Such Holders are deemed to exercise such right with respect to the aggregate Original Principal Amount of Securities for which they did not deliver the Notice to Opt Out of Remarketing. The Company shall purchase such Securities at the Remarketing Purchase Price. (c) The procedures set forth in Sections 12.04 through 12.06 shall apply to the purchase of Securities by the Company pursuant to Sections 16.04(a) or (b), mutatis mutandis, except references to Purchase Date, Purchase Price and Purchase Notice shall be deemed to refer instead to Remarketing Purchase Date, Remarketing Purchase Price, and the purchase notice pursuant to Section 16.04(a), respectively. A purchase notice pursuant to Section 16.04(a) may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent at any time prior to the close of business on the applicable Remarketing Reset Date specifying: (i) if certificated Securities have been issued, the certificate numbers for Securities in respect of which such notice of withdrawal is being submitted, or if not, such information as required by the Depositary; (ii) the Original Principal Amount, in integral multiples of $1,000, of the Securities with respect to which such notice of withdrawal is being submitted; and (iii) the Original Principal Amount, if any, of such Securities that remain subject to the original purchase notice and have been or will be delivered for purchase by the Company.

Right to Require Purchase. (a) If Unless a Failed Remarketing occurs on any Remarketing Reset DateEvent occurs, each Holder of if at any time prior to Stated Maturity that Securities will have the right to require remain outstanding there shall occur a Change in Control, Securities shall be purchased by the Company to purchase all or a portion in integral multiples of its Securities on such Remarketing Reset Date for cash. The $1,000 Original Principal Amount at the option of the Holders thereof as of the date specified by the Company shall purchase such Securities at a purchase price that is not less than 20 Business Days nor more than 35 Business Days after the occurrence of the Change in Control (the "Remarketing Change in Control Purchase Date") subject to satisfaction by or on behalf of any Holder of the requirements set forth in subsection (c) of this Section 13.01. The purchase price of such Securities (the "Change in Control Purchase Price") shall be equal to 100% of the Accreted Principal Amount (including accrued Contingent Accretion, if any) thereof as of the applicable Remarketing Reset Date, Securities to be purchased plus accrued and unpaid interest (including Contingent Interest and Liquidated Damages, if any) to, but excluding excluding, the Change in Control Purchase Date, unless such Remarketing Reset Date. Each Holder must notify the Paying Agent Change in Control Purchase Date falls after a Regular Record Date and on or prior to each Remarketing Reset Event Date and any subsequent Remarketing Reset Date of the aggregate Original Principal Amount of Securities it wants corresponding Interest Payment Date, in which case the Company to repurchase in shall pay the event full amount of a Failed Remarketing. Holders of Securities will be deemed to have exercised their right to require the Company to purchase the aggregate Original Principal Amount of Securities unless they elected not to participate in the applicable remarketing by delivering a Notice to Opt Out of Remarketing pursuant to Section 16.03(a). accrued and unpaid interest (bincluding Contingent Interest and Liquidated Damages, if any) If less than $50 million aggregate Original Principal Amount of Securities is to be remarketed payable on any Remarketing Reset such Interest Payment Date because Holders of all remaining outstanding Securities have elected not to participate in such remarketing, there will not be a remarketing and such Holders who did not deliver the Notice to Opt Out of Remarketing, but only such Holders, will have the right to require to the Company to purchase all or a portion holder of their Securities on such Remarketing Reset Date for cash. Such Holders are deemed to exercise such right with respect to the aggregate Original Principal Amount of Securities for which they did not deliver the Notice to Opt Out of Remarketing. The Company shall purchase such Securities record at the Remarketing Purchase Price. (c) The procedures set forth in Sections 12.04 through 12.06 shall apply to the purchase of Securities by the Company pursuant to Sections 16.04(a) or (b), mutatis mutandis, except references to Purchase Date, Purchase Price and Purchase Notice shall be deemed to refer instead to Remarketing Purchase Date, Remarketing Purchase Price, and the purchase notice pursuant to Section 16.04(a), respectively. A purchase notice pursuant to Section 16.04(a) may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent at any time prior to the close of business on such Regular Record Date. A " Change in Control" shall be deemed to have occurred at such time as either of the applicable Remarketing Reset Date specifyingfollowing events shall occur: (i) if certificated Securities have been issuedThere shall be consummated any consolidation or merger of the Company pursuant to which the Common Stock would be converted into cash, securities or other property, in each case other than a consolidation or merger of the certificate numbers Company in which the holders of the Common Stock immediately prior to the consolidation or merger have, directly or indirectly, at least a majority of the total voting power in the aggregate of all classes of capital stock of the continuing or surviving corporation immediately after such consolidation or merger; or (ii) There is a report filed on Schedule 13D or 14D-1 (or any successor schedule, form or report) pursuant to the Exchange Act, disclosing that any person, including such person's Affiliates or Associates (for Securities the purposes of this Section 13.01 only, as the term "person" is used in respect Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) has become the beneficial owner (as the term "beneficial owner" is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of 50% or more of the voting power of the Common Stock or other Capital Stock into which such notice of withdrawal the Common Stock is being submittedreclassified or changed; provided, however, that a person shall not be deemed beneficial owner of, or to own beneficially, Error! Bookmark not defined. any securities tendered pursuant to a tender or exchange offer made by or on behalf of such person or any of such person's Affiliates or Associates until such tendered securities are accepted for purchase or exchange thereunder, or Error! Bookmark not defined. any securities if notsuch beneficial ownership (1) arises solely as a result of a revocable proxy delivered in response to a proxy or consent solicitation made pursuant to the applicable rules and regulations under the Exchange Act, and (2) is not also then reportable on Schedule 13D (or any successor schedule) under the Exchange Act. Notwithstanding the foregoing provisions of this Section 13.01, a Change of Control shall not deemed to have occurred upon the occurrence of any of the following: (i) The Company, any Subsidiary, any employee stock ownership plan or any other employee benefit plan of the Company or any Subsidiary, or any person holding Common Stock for or pursuant to the terms of any such information as required employee benefit plan, files or becomes obligated to file a report under or in response to Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report) under the Exchange Act disclosing beneficial ownership by the Depositaryit of shares of Common Stock, whether in excess of 50% or otherwise; (ii) The Closing Sale Price per share of Common Stock for any five Trading Days within the Original Principal Amountperiod of 10 consecutive Trading Days ending immediately after the later of the Change in Control or the public announcement of the Change in Control, in integral multiples the case of $1,000a Change in Control relating to an acquisition of capital stock, or the period of 10 consecutive Trading Days ending immediately before the Change in Control, in the case of a Change in Control relating to a merger, consolidation or asset sale, equals or exceeds 105% of the Effective Conversion Price of the Securities with respect to which such notice in effect on each of withdrawal is being submittedthose Trading Days; andor (iii) All or substantially all (but in no event less than 90%) of the Original Principal Amountconsideration in the transaction or transactions (other than cash payments for fractional shares and cash payments made in respect of dissenters' appraisal rights) constituting a Change in Control consists of shares of common stock, if anydepository receipts or other certificates representing common equity interests traded or to be traded immediately following a Change of Control on a national securities exchange or Nasdaq, and, as a result of such the transaction or transactions, the Securities become convertible into that remain subject to the original purchase notice and have been common stock, depository receipts or will be delivered for purchase by the Companyother certificates representing common equity interests.

Right to Require Purchase. (a) If a Failed Remarketing occurs on any Remarketing Reset Date, each Holder of Securities will have the right to require to the Company to purchase all or a portion of its Securities on such Remarketing Reset Date for cash. The Company shall purchase such Securities at a purchase price (the "Remarketing Purchase Price") equal to 100% of the Accreted Principal Amount (including accrued Contingent Accretion, if any) thereof as of the applicable Remarketing Reset Date, plus accrued and unpaid interest (including Contingent Interest and Liquidated Damages, if any) to, but excluding such Remarketing Reset Date. Each Holder must notify the Paying Agent on or prior to each Remarketing Reset Event Date and any subsequent Remarketing Reset Date of the aggregate Original Principal Amount of Securities it wants the Company to repurchase in the event of a Failed Remarketing. The Holders of Securities who elect to participate in any remarketing will be deemed to have exercised elected to exercise their right to require the Company to purchase the aggregate Original Principal Amount of Securities unless for which they elected not to participate in the applicable remarketing by delivering a Notice to Opt Out of Remarketing pursuant to Section 16.03(a)remarketing. (b) If Holders of less than $50 million aggregate Original Principal Amount of Securities is elect to be have their Securities remarketed on any Remarketing Reset Date because Holders of all remaining outstanding Securities have elected not to participate in such remarketingDate, there will not be a remarketing and such Holders who did not deliver the Notice to Opt Out of Remarketingelected remarketing, but only such Holders, will have the right to require to the Company to purchase all or a portion of their its Securities on such Remarketing Reset Date for cash. Such Holders are deemed to exercise such right with respect to the aggregate Original Principal Amount of Securities for which they did not deliver the Notice to Opt Out of Remarketingelected remarketing. The Company shall purchase such Securities at the Remarketing Purchase Price. (c) The procedures set forth in Sections 12.04 through 12.06 shall apply to the purchase of Securities by the Company pursuant to Sections 16.04(a15.04(a) or (b), mutatis mutandis, except references to Purchase Date, Date and Purchase Price and Purchase Notice shall be deemed to refer instead to Remarketing Purchase Date, Date and Remarketing Purchase Price, and the respectively. (d) Securities in respect of which a purchase notice pursuant to Section 16.04(a), respectively15.04(a) has been given by the Holder thereof may not be converted pursuant to Article 11 hereof on or after the date of the delivery of such Notice of Remarketing unless such Purchase Notice has first been validly withdrawn as specified below. A purchase notice pursuant to Section 16.04(a15.04(a) may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent at any time prior to the close of business on the applicable Remarketing Reset Date specifying: (i) if certificated Securities have been issued, the certificate numbers for Securities in respect of which such notice of withdrawal is being submitted, or if not, such information as required by the Depositary; (ii) the Original Principal Amount, in integral multiples of $1,000, of the Securities with respect to which such notice of withdrawal is being submitted; and (iii) the Original Principal Amount, if any, of such Securities that remain subject to the original purchase notice and have been or will be delivered for purchase by the Company.

Right to Require Purchase. (a) If a Failed Remarketing occurs on any Remarketing Reset DateSubject to Section 4.02(b), each Holder of Securities will have has the right to require the Company Company, at the option of the Holder thereof pursuant to paragraph 9 of the relevant Securities, to purchase all or a portion of its the Securities on held by such Remarketing Reset Date for cash. The Company shall purchase such Securities at a purchase price (the "Remarketing Purchase Price") equal to 100% of the Accreted Principal Amount (including accrued Contingent AccretionHolder, if any) thereof as of the applicable Remarketing Reset Date, plus accrued and unpaid interest (including Liquidated Damages, if any) to, but excluding such Remarketing Reset Date. Each Holder must notify the Paying Agent on or prior to each Remarketing Reset Event Date and any subsequent Remarketing Reset Date of the aggregate Original Principal Amount of Securities it wants the Company to repurchase in the event case of Series C Debentures on August 15, 2014, 2015 and 2020 (each, a Failed Remarketing. Holders of Securities will be deemed to have exercised their right to require the Company to purchase the aggregate Original Principal Amount of Securities unless they elected not to participate in the applicable remarketing by delivering a Notice to Opt Out of Remarketing pursuant to Section 16.03(a"PURCHASE DATE"). (b) If less Not later than $50 million aggregate Original Principal Amount of Securities is 20 Business Days prior to be remarketed on any Remarketing Reset Date because Holders of all remaining outstanding Securities have elected not to participate in such remarketingeach Purchase Date, there will not be a remarketing and such Holders who did not deliver the Notice to Opt Out of Remarketing, but only such Holders, will have the right to require to the Company shall give notice to purchase all or a portion of their Securities on such Remarketing Reset Date for cash. Such Holders are deemed to exercise such right with respect to the aggregate Original Principal Amount of Securities for which they did not deliver the Notice to Opt Out of Remarketing. The Company shall purchase such Securities each Holder at the Remarketing Purchase Price. (c) The procedures its address set forth in Sections 12.04 through 12.06 shall apply the Security Register, to the purchase of Securities by the Company pursuant to Sections 16.04(a) or (b), mutatis mutandis, except references to Purchase Date, Purchase Price Trustee and Purchase Notice shall be deemed to refer instead to Remarketing Purchase Date, Remarketing Purchase Price, and the purchase notice pursuant to Section 16.04(a), respectively. A purchase notice pursuant to Section 16.04(a) may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent at any time prior to the close of business on the applicable Remarketing Reset Date specifyingAgent, that shall briefly state, as applicable: (i) if certificated Securities have been issued, the certificate numbers date by which the Purchase Notice must be delivered to the Paying Agent in order for Securities in respect of which such notice of withdrawal is being submitted, or if not, such information as required by a Holder to exercise the Depositarypurchase right; (ii) the Original Principal Amount, in integral multiples of $1,000, of the Securities with respect to which such notice of withdrawal is being submitted; andPurchase Date; (iii) the Original Principal AmountPurchase Price; (iv) whether the Purchase Price will be paid in Cash or, if permitted hereunder, in shares of Common Stock, or in a combination thereof and, in the case of a combination, the percentage of each; (v) if the Company elects to pay the Purchase Price in shares of Common Stock or a combination of Cash and shares of Common Stock, that the number of shares of Common Stock each Holder will receive will equal the portion of the Purchase Price to be paid in shares of Common Stock divided by 97.5% of the Market Price of one share of Common Stock measured as of the third Business Day immediately preceding the Purchase Date; (vi) if the Company elects to pay the Purchase Price in shares of Common Stock or in a combination of Cash and shares of Common Stock, the method of calculating the Market Price of the shares of Common Stock; (vii) the name and address of the Paying Agent and the Conversion Agent; (viii) the Conversion Rate and any adjustments thereto; (ix) that the Securities as to which a Purchase Notice has been given may be converted if they are otherwise convertible pursuant to Article 11 only if the Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (x) that the Securities must be surrendered to the Paying Agent to collect payment; (xi) that the Purchase Price for any Security as to which a Purchase Notice has been duly given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security; (xii) the procedures set forth in Section 12.02 that each Holder must follow to exercise its purchase right; (xiii) the procedures for withdrawing a Purchase Notice, including a form of notice of withdrawal; (xiv) that, unless the Company defaults in making payment of such Purchase Price, interest and Contingent Interest, if any, of such on Securities that remain subject to the original purchase notice and have been or will be delivered surrendered for purchase by the CompanyCompany will cease to accrue on and after the Purchase Date; and (xv) the CUSIP number of the Securities. If any of the Securities is in the form of a Global Security, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to the purchase of Global Securities. In connection with provided such notice, the Company shall issue a press release and publish a notice containing this information in a newspaper of general circulation in The City of New York or publish the information on its website on the World Wide Web or through such other public medium as it may use at that time.

Right to Require Purchase. (a) If Subject to Section 4.02(b), if at any time prior to Stated Maturity that Securities remain outstanding there shall occur a Failed Remarketing occurs on any Remarketing Reset DateFundamental Change, each Holder Securities of a series shall be purchased by the Company in integral multiples of $1,000 Original Principal Amount at the option of the Holders thereof as of the date specified by the Company for such series of Securities will have that is not less than 20 Business Days nor more than 35 Business Days after the right date of the Company's notice, pursuant to require clause (b) below, of the Company to purchase all or a portion occurrence of its Securities on such Remarketing Reset Date for cash. The Company shall purchase such Securities at a purchase price the Fundamental Change (the "Remarketing Purchase PriceFUNDAMENTAL CHANGE PURCHASE DATE") subject to satisfaction by or on behalf of any Holder of the requirements set forth in subsection (c) of this Section 13.01. The purchase price of such Securities (the "FUNDAMENTAL CHANGE PURCHASE PRICE") shall be equal to 100% of the Accreted Principal Amount (including accrued Contingent Accretion, if any) thereof as for the series of the applicable Remarketing Reset Date, Securities to be purchased plus accrued and unpaid interest (including Liquidated DamagesContingent Interest, if any) for such series of Securities to, but excluding excluding, the Fundamental Change Purchase Date for such Remarketing Reset Date. Each Holder must notify the Paying Agent series of Securities, unless such Fundamental Change Purchase Date falls after a Regular Record Date and on or prior to each Remarketing Reset Event Date and any subsequent Remarketing Reset Date of the aggregate Original Principal Amount of Securities it wants corresponding Interest Payment Date, in which case the Company to repurchase in shall pay the event full amount of a Failed Remarketing. Holders of Securities will be deemed to have exercised their right to require the Company to purchase the aggregate Original Principal Amount of Securities unless they elected not to participate in the applicable remarketing by delivering a Notice to Opt Out of Remarketing pursuant to Section 16.03(a). accrued and unpaid interest (bincluding Contingent Interest, if any) If less than $50 million aggregate Original Principal Amount of Securities is to be remarketed payable on any Remarketing Reset such Interest Payment Date because Holders of all remaining outstanding Securities have elected not to participate in such remarketing, there will not be a remarketing and such Holders who did not deliver the Notice to Opt Out of Remarketing, but only such Holders, will have the right to require to the Company to purchase all or a portion holder of their Securities on such Remarketing Reset Date for cash. Such Holders are deemed to exercise such right with respect to the aggregate Original Principal Amount of Securities for which they did not deliver the Notice to Opt Out of Remarketing. The Company shall purchase such Securities record at the Remarketing Purchase Price. (c) The procedures set forth in Sections 12.04 through 12.06 shall apply to the purchase of Securities by the Company pursuant to Sections 16.04(a) or (b), mutatis mutandis, except references to Purchase Date, Purchase Price and Purchase Notice shall be deemed to refer instead to Remarketing Purchase Date, Remarketing Purchase Price, and the purchase notice pursuant to Section 16.04(a), respectively. A purchase notice pursuant to Section 16.04(a) may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent at any time prior to the close of business on such Regular Record Date. A "FUNDAMENTAL CHANGE" shall be deemed to have occurred at such time after the applicable Remarketing Reset Date specifyingoriginal issuance of the Securities as any of the following occurs: (i) if certificated the Common Stock or other common stock into which the Securities have been issued, are convertible is neither listed for trading on a United States national securities exchange nor approved for trading on an established automated over the certificate numbers for Securities counter trading market in respect of which such notice of withdrawal is being submitted, or if not, such information as required by the DepositaryUnited States; (ii) a "person" or "group" within the Original Principal Amount, in integral multiples meaning of $1,000, Section 13(d) of the Securities with respect to which Exchange Act, other than the Company, any Subsidiary of the Company or any employee benefit plan of the Company or any such notice Subsidiary, files a Schedule TO (or any other schedule, form or report under the Exchange Act) disclosing that such person or group has become the direct or indirect ultimate beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of withdrawal is being submitted; andVoting Stock of the Company representing more than 50% of the voting power of the Company's Voting Stock; (iii) consummation of any share exchange, consolidation or merger of the Original Principal AmountCompany pursuant to which the Common Stock will be converted into cash, securities or other property or any sale, lease or other transfer (in one transaction or a series of transactions) of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person (other than the Company or one or more of the Company's Subsidiaries); PROVIDED, HOWEVER, that a transaction where the holders of the Company's Voting Stock immediately prior to such transaction own, directly or indirectly, more than 50% of the aggregate voting power of all classes of Voting Stock of the continuing or surviving corporation or transferee immediately after such event shall not be a Fundamental Change; (iv) Continuing Directors cease to constitute at least a majority of the Board of Directors; PROVIDED, HOWEVER, that a Fundamental Change shall not be deemed to have occurred in respect of any of the foregoing if anyeither (x) the Last Reported Sale Price per share of Common Stock for any five Trading Days within the period of 10 consecutive Trading Days ending immediately before the later of the Fundamental Change or the public announcement thereof shall equal or exceed 105% of the Conversion Price of the applicable series of Securities in effect immediately before the Fundamental Change or the public announcement thereof; or (y) all or substantially all of the consideration (excluding cash payments for fractional shares) in the transaction or transactions constituting the Fundamental Change consists of shares of capital stock traded on a national securities exchange (or which shall be so traded when issued or exchanged in connection with such Fundamental Change) (such securities being referred to as "PUBLICLY TRADED SECURITIES") and as a result of such transaction or transactions the Securities become convertible into such Publicly Traded Securities (excluding cash payments for fractional shares) (such a transaction that satisfies the conditions set forth in this clause (y), a “LISTED STOCK BUSINESS COMBINATION”); . For purposes of the foregoing proviso the term "CAPITAL STOCK" of any Person means any and all shares, interests, participations or other equivalents however designated of corporate stock or other equity participations, including partnership interests, whether general or limited, of such Securities that remain subject Person and any rights (other than debt securities convertible or exchangeable into an equity interest), warrants or options to the original purchase notice and have been or will be delivered for purchase by the Companyacquire an equity interest in such Person.

Right to Require Purchase. (a) If at any time prior to Stated Maturity that Notes remain outstanding there shall occur a Failed Remarketing occurs Designated Event, Notes not previously called for redemption shall be purchased by the Company in integral multiples of $1,000 principal amount at the option of the Holders thereof on the date that is 45 calendar days after the date of the Company’s notice, pursuant to clause (b) below, of the occurrence of the Designated Event (the “Designated Event Purchase Date”) subject to satisfaction by or on behalf of any Remarketing Reset Date, each Holder of Securities will have the right to require the Company to purchase all or a portion requirements set forth in subsection (c) of its Securities on such Remarketing Reset Date for cashthis Section 7.01. The Company shall purchase such Securities at a purchase price of such Notes (the "Remarketing “Designated Event Purchase Price"”) shall be equal to 100% of the Accreted Principal Amount (including accrued Contingent Accretion, if any) thereof as principal amount of the applicable Remarketing Reset Date, Notes to be purchased plus accrued and unpaid interest (including Liquidated Damages, if any) to, but excluding excluding, the Designated Event Purchase Date, unless such Remarketing Reset Date. Each Holder must notify the Paying Agent Designated Event Purchase Date falls after a Regular Record Date and on or prior to each Remarketing Reset Event Date and any subsequent Remarketing Reset Date of the aggregate Original Principal Amount of Securities it wants corresponding Interest Payment Date, in which case the Company shall pay the full amount of accrued and unpaid interest payable on such Interest Payment Date to repurchase in the event holder of a Failed Remarketing. Holders record at the close of Securities will be deemed to have exercised their right to require the Company to purchase the aggregate Original Principal Amount of Securities unless they elected not to participate in the applicable remarketing by delivering a Notice to Opt Out of Remarketing pursuant to Section 16.03(a)business on such Regular Record Date. (b) If less than $50 million aggregate Original Principal Amount In addition to any notice required by Section 5.10(c), on or before the 30th day after the occurrence of Securities is a Designated Event, the Company shall mail a written notice of the Designated Event to the Trustee and any Paying Agent and to each Holder. The notice shall include the form of a Designated Event Purchase Notice to be remarketed on any Remarketing Reset Date because Holders completed by the Holder and shall state: (i) the events causing such Designated Event and the date of all remaining outstanding Securities have elected not such Fundamental Change; (ii) the date by which the Designated Event Purchase Notice pursuant to participate in such remarketing, there Section 7.01(c) must be given; (iii) the Designated Event Purchase Date; (iv) the Designated Event Purchase Price that will not be a remarketing and such Holders who did not deliver the Notice to Opt Out of Remarketing, but only such Holders, will have the right to require to the Company to purchase all or a portion of their Securities on such Remarketing Reset Date for cash. Such Holders are deemed to exercise such right payable with respect to the aggregate Original Principal Amount Notes as of Securities the Designated Event Purchase Date; (v) briefly, the conversion rights of the Notes; (vi) the name and address of each Paying Agent and Conversion Agent; (vii) the Applicable Conversion Rate and any adjustments thereto; (viii) that Notes as to which a Designated Event Purchase Notice has been given may be converted into Common Stock pursuant to Article 5 only to the extent that the Designated Event Purchase Notice has been withdrawn in accordance with the terms of this First Supplemental Indenture; (ix) the procedures that the Holder must follow to exercise rights under this Section 7.01; (x) the procedures for which they did not deliver withdrawing a Designated Event Purchase Notice, including a form of notice of withdrawal; and (xi) that the Notice Holder must satisfy the requirements set forth in the Notes in order to Opt Out convert the Notes. If any of Remarketing. The the Notes is in the form of a Global Security, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to the purchase such Securities at the Remarketing Purchase Priceof Global Securities. (c) The procedures set forth A Holder may exercise its rights specified in Sections 12.04 through 12.06 shall apply to the purchase subsection (a) of Securities by the Company pursuant to Sections 16.04(a) or (b), mutatis mutandis, except references to Purchase Date, Purchase Price and Purchase Notice shall be deemed to refer instead to Remarketing Purchase Date, Remarketing Purchase Price, and the purchase notice pursuant to this Section 16.04(a), respectively. A purchase notice pursuant to Section 16.04(a) may be withdrawn by means 7.01 upon delivery of a written notice of withdrawal delivered (which shall be in substantially the form included as an attachment to the office Notes and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Depositary’s customary procedures) of the exercise of such rights (a “Designated Event Purchase Notice”) to any Paying Agent at any time prior to the close of business on the applicable Remarketing Reset Business Day immediately preceding the Designated Event Purchase Date. The delivery of such Note to any Paying Agent (together with all necessary endorsements) at the office of such Paying Agent shall be a condition to the receipt by the Holder of the Designated Event Purchase Price. The Company shall purchase from the Holder thereof, pursuant to this Section 7.01, a portion of a Note if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this First Supplemental Indenture that apply to the purchase of all of a Note pursuant to this Section 7.01 through Section 7.05 also apply to the purchase of such portion of such Note. Any purchase by the Company contemplated pursuant to the provisions of this Section 7.01 shall be consummated by the delivery of the consideration to be received by the Holder promptly following the later of the Designated Event Purchase Date specifying: and the time of delivery of the Note to the Paying Agent in accordance with this Section 7.01 as set forth in Section 7.02. Notwithstanding anything herein to the contrary, any Holder delivering to a Paying Agent the Designated Event Purchase Notice contemplated by this subsection (ic) if certificated Securities shall have been issued, the certificate numbers for Securities right to withdraw such Designated Event Purchase Notice in respect whole or as to a portion thereof that is an principal amount of which such $1,000 or an integral multiple thereof at any time prior to the close of business on the Business Day immediately preceding the Designated Event Purchase Date by delivery of a written notice of withdrawal is being submitted, to the Paying Agent in accordance with Section 7.02. A Paying Agent shall promptly notify the Company of the receipt by it of any Designated Event Purchase Notice or if not, such information as required by written withdrawal thereof. Anything herein to the Depositary; (ii) the Original Principal Amountcontrary notwithstanding, in integral multiples the case of $1,000Global Securities, of the Securities with respect to which any Designated Event Purchase Notice may be delivered or withdrawn and such notice of withdrawal is being submitted; and (iii) the Original Principal Amount, if any, of such Securities that remain subject to the original purchase notice and have been Notes may be surrendered or will be delivered for purchase by in accordance with the Companyapplicable procedures of the Trustee and the Depositary as in effect from time to time; provided that the Paying Agent is notified in writing of any such delivery or withdrawal.

Right to Require Purchase. (a) If at any time prior to Stated Maturity that Debentures remain outstanding there shall occur a Failed Remarketing occurs on any Remarketing Reset DateFundamental Change, each Holder Debentures shall be purchased by the Issuer in integral multiples of Securities will have $1,000 principal amount at the right option of the Holders thereof as of the date specified by the Issuer that is not less than 20 Business Days nor more than 35 Business Days after the date of the Issuer's notice, pursuant to require clause (b) below, of the Company to purchase all or a portion occurrence of its Securities on such Remarketing Reset Date for cash. The Company shall purchase such Securities at a purchase price the Fundamental Change (the "Remarketing Purchase PriceFUNDAMENTAL CHANGE PURCHASE DATE") subject to satisfaction by or on behalf of any Holder of the requirements set forth in subsection (c) of this Section 7.01. The purchase price of such Debentures (the "FUNDAMENTAL CHANGE PURCHASE PRICE") shall be equal to 100% of the Accreted Principal Amount (including accrued Contingent Accretion, if any) thereof as principal amount of the applicable Remarketing Reset Date, Debentures to be purchased plus accrued and unpaid interest (including Liquidated DamagesAdditional Interest, if any) to, but excluding excluding, the Fundamental Change Purchase Date, unless such Remarketing Reset Date. Each Holder must notify the Paying Agent Fundamental Change Purchase Date falls after a Regular Record Date and on or prior to each Remarketing Reset Event the corresponding Interest Payment Date, in which case the Issuer shall pay the full amount of accrued and unpaid interest (including Additional Interest, if any) payable on such Interest Payment Date and any subsequent Remarketing Reset Date of the aggregate Original Principal Amount of Securities it wants the Company to repurchase in the event of a Failed Remarketing. Holders of Securities will be deemed to have exercised their right to require the Company to purchase the aggregate Original Principal Amount of Securities unless they elected not to participate in the applicable remarketing by delivering a Notice to Opt Out of Remarketing pursuant to Section 16.03(a). (b) If less than $50 million aggregate Original Principal Amount of Securities is to be remarketed on any Remarketing Reset Date because Holders of all remaining outstanding Securities have elected not to participate in such remarketing, there will not be a remarketing and such Holders who did not deliver the Notice to Opt Out of Remarketing, but only such Holders, will have the right to require to the Company to purchase all or a portion holder of their Securities on such Remarketing Reset Date for cash. Such Holders are deemed to exercise such right with respect to the aggregate Original Principal Amount of Securities for which they did not deliver the Notice to Opt Out of Remarketing. The Company shall purchase such Securities record at the Remarketing Purchase Price. (c) The procedures set forth in Sections 12.04 through 12.06 shall apply to the purchase of Securities by the Company pursuant to Sections 16.04(a) or (b), mutatis mutandis, except references to Purchase Date, Purchase Price and Purchase Notice shall be deemed to refer instead to Remarketing Purchase Date, Remarketing Purchase Price, and the purchase notice pursuant to Section 16.04(a), respectively. A purchase notice pursuant to Section 16.04(a) may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent at any time prior to the close of business on such Regular Record Date. A "FUNDAMENTAL CHANGE" shall be deemed to have occurred at such time after the applicable Remarketing Reset Date specifyingoriginal issuance of the Debentures as any of the following occurs: (i) if certificated Securities have been issued, the certificate numbers Common Stock or other common stock into which the Debentures are convertible is neither listed for Securities trading on a United States national securities exchange nor approved for trading on the Nasdaq National Market or another established automated over the counter trading market in respect of which such notice of withdrawal is being submitted, or if not, such information as required by the DepositaryUnited States; (ii) a "PERSON" or "GROUP" within the Original Principal Amount, in integral multiples meaning of $1,000, Section 13(d) of the Securities with respect to which Exchange Act, other than the Issuer, any Subsidiary of the Issuer or any employee benefit plan of the Issuer or any such notice Subsidiary, files a Schedule TO (or any other schedule, form or report under the Exchange Act) disclosing that such person or group has become the direct or indirect ultimate beneficial owner (as defined in Rule 13d-3 of withdrawal is being submitted; andthe Exchange Act) of Voting Stock of the Issuer representing more than 50% of the voting power of the Issuer's Voting Stock; (iii) consummation of any share exchange, consolidation or merger of the Original Principal Amount, if any, of such Securities that remain subject Issuer pursuant to which the original purchase notice and have been or Common Stock will be delivered for purchase by converted into cash, securities or other property or any sale, lease or other transfer (in one transaction or a series of transactions) of all or substantially all of the Company.consolidated assets of the Issuer and its Subsidiaries, taken as a whole, to any Person (other than the Issuer or one or more of the Issuer's Subsidiaries); provided, however, that a transaction where the holders of the Issuer's Voting Stock immediately prior to such transaction own, directly or indirectly, more than 50% of the aggregate voting power of all classes of Voting Stock of the continuing or surviving corporation or transferee or lessee immediately after such event shall not be a Fundamental Change; or (iv) Continuing Directors cease to constitute at least a majority of the Board of Directors;

Right to Require Purchase. (a) If Unless a Failed Remarketing occurs on any Remarketing Reset DateEvent occurs, each Holder of if at any time prior to Stated Maturity that Securities will have the right to require remain outstanding there shall occur a Change in Control, Securities shall be purchased by the Company to purchase all or a portion in integral multiples of its Securities on such Remarketing Reset Date for cash. The $1,000 Original Principal Amount at the option of the Holders thereof as of the date specified by the Company shall purchase such Securities at a purchase price that is not less than 20 Business Days nor more than 35 Business Days after the occurrence of the Change in Control (the "Remarketing Change in Control Purchase Date") subject to satisfaction by or on behalf of any Holder of the requirements set forth in subsection (c) of this Section 13.01. The purchase price of such Securities (the "Change in Control Purchase Price") shall be equal to 100% of the Accreted Principal Amount (including accrued Contingent Accretion, if any) thereof as of the applicable Remarketing Reset Date, Securities to be purchased plus accrued and unpaid interest (including Contingent Interest and Liquidated Damages, if any) to, but excluding excluding, the Change in Control Purchase Date, unless such Remarketing Reset Date. Each Holder must notify the Paying Agent Change in Control Purchase Date falls after a Regular Record Date and on or prior to each Remarketing Reset Event Date and any subsequent Remarketing Reset Date of the aggregate Original Principal Amount of Securities it wants corresponding Interest Payment Date, in which case the Company to repurchase in shall pay the event full amount of a Failed Remarketing. Holders of Securities will be deemed to have exercised their right to require the Company to purchase the aggregate Original Principal Amount of Securities unless they elected not to participate in the applicable remarketing by delivering a Notice to Opt Out of Remarketing pursuant to Section 16.03(a). accrued and unpaid interest (bincluding Contingent Interest and Liquidated Damages, if any) If less than $50 million aggregate Original Principal Amount of Securities is to be remarketed payable on any Remarketing Reset such Interest Payment Date because Holders of all remaining outstanding Securities have elected not to participate in such remarketing, there will not be a remarketing and such Holders who did not deliver the Notice to Opt Out of Remarketing, but only such Holders, will have the right to require to the Company to purchase all or a portion holder of their Securities on such Remarketing Reset Date for cash. Such Holders are deemed to exercise such right with respect to the aggregate Original Principal Amount of Securities for which they did not deliver the Notice to Opt Out of Remarketing. The Company shall purchase such Securities record at the Remarketing Purchase Price. (c) The procedures set forth in Sections 12.04 through 12.06 shall apply to the purchase of Securities by the Company pursuant to Sections 16.04(a) or (b), mutatis mutandis, except references to Purchase Date, Purchase Price and Purchase Notice shall be deemed to refer instead to Remarketing Purchase Date, Remarketing Purchase Price, and the purchase notice pursuant to Section 16.04(a), respectively. A purchase notice pursuant to Section 16.04(a) may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent at any time prior to the close of business on such Regular Record Date. A " Change in Control" shall be deemed to have occurred at such time as either of the applicable Remarketing Reset Date specifyingfollowing events shall occur: (i) if certificated Securities have been issuedThere shall be consummated any consolidation or merger of the Company pursuant to which the Common Stock would be converted into cash, securities or other property, in each case other than a consolidation or merger of the certificate numbers for Securities Company in respect which the holders of which the Common Stock immediately prior to the consolidation or merger have, directly or indirectly, at least a majority of the total voting power in the aggregate of all classes of capital stock of the continuing or surviving corporation immediately after such notice of withdrawal is being submitted, consolidation or if not, such information as required by the Depositary;merger; or (ii) There is a report filed on Schedule 13D or 14D-1 (or any successor schedule, form or report) pursuant to the Original Principal AmountExchange Act, disclosing that any person, including such person's Affiliates or Associates (for the purposes of this Section 13.01 only, as the term "person" is used in integral multiples of $1,000, Section 13(d)(3) or Section 14(d)(2) of the Securities with respect Exchange Act) has become the beneficial owner (as the term "beneficial owner" is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of 50% or more of the voting power of the Common Stock or other Capital Stock into which the Common Stock is reclassified or changed; provided, however, that a person shall not be deemed beneficial owner of, or to which such notice of withdrawal is being submitted; and own beneficially, (iiiA) the Original Principal Amount, if any, any securities tendered pursuant to a tender or exchange offer made by or on behalf of such Securities that remain subject person or any of such person's Affiliates or Associates until such tendered securities are accepted for purchase or exchange thereunder, or (B) any securities if such beneficial ownership (1) arises solely as a result of a revocable proxy delivered in response to a proxy or consent solicitation made pursuant to the original purchase notice applicable rules and regulations under the Exchange Act, and (2) is not also then reportable on Schedule 13D (or any successor schedule) under the Exchange Act. Notwithstanding the foregoing provisions of this Section 13.01, a Change in Control shall not be deemed to have been or will be delivered for purchase occurred by virtue of the Company, any Subsidiary, any employee stock ownership plan or any other employee benefit plan of the Company or any Subsidiary, or any person holding Common Stock for or pursuant to the terms of any such employee benefit plan, filing or becoming obligated to file a report under or in response to Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report) under the Exchange Act disclosing beneficial ownership by it of shares of Common Stock, whether in excess of 50% or otherwise.

Right to Require Purchase. (a) If at any time on or before February 25, 2008 that Securities remain outstanding there shall occur a Failed Remarketing occurs on any Remarketing Reset DateChange in Control, each Holder of Securities will have the right to require shall be purchased by the Company to purchase all or a portion in integral multiples of its Securities on such Remarketing Reset Date for cash. The Company shall purchase such Securities $1,000 Principal Amount at a purchase price the option of the Holders thereof as of the date that is 35 Business Days after the occurrence of the Change in Control (the "Remarketing Change in Control Purchase 64 Date") subject to satisfaction by or on behalf of any Holder of the requirements set forth in subsection (c) of this Section 13.1. The purchase price of such Securities (the "Change in Control Purchase Price") shall be equal to 100% of the Accreted Principal Amount (including accrued Contingent Accretion, if any) thereof as of the applicable Remarketing Reset Date, Securities to be purchased plus accrued and unpaid interest (including Liquidated Damages, if any) to, but excluding such Remarketing Reset excluding, the Change in Control Purchase Date. Each Holder must notify the Paying Agent on or prior to each Remarketing Reset Event Date and any subsequent Remarketing Reset Date of the aggregate Original Principal Amount of Securities it wants the Company to repurchase A "Change in the event of a Failed Remarketing. Holders of Securities will Control" shall be deemed to have exercised their right to require occurred at such time as either of the Company to purchase the aggregate Original Principal Amount of Securities unless they elected not to participate in the applicable remarketing by delivering a Notice to Opt Out of Remarketing pursuant to Section 16.03(a).following events shall occur: (b1) If less than $50 million aggregate Original Principal Amount There shall be consummated any consolidation or merger of Securities is to be remarketed on any Remarketing Reset Date because Holders of all remaining outstanding Securities have elected not to participate in such remarketing, there will not be a remarketing and such Holders who did not deliver the Notice to Opt Out of Remarketing, but only such Holders, will have the right to require to the Company to purchase all or a portion of their Securities on such Remarketing Reset Date for cash. Such Holders are deemed to exercise such right with respect to the aggregate Original Principal Amount of Securities for which they did not deliver the Notice to Opt Out of Remarketing. The Company shall purchase such Securities at the Remarketing Purchase Price. (c) The procedures set forth in Sections 12.04 through 12.06 shall apply to the purchase of Securities by the Company pursuant to Sections 16.04(awhich the Common Stock would be converted into cash, securities or other property, in each case other than a consolidation or merger of the Company in which the holders of the Common Stock immediately prior to the consolidation or merger have, directly or indirectly, at least a majority of the total voting power in the aggregate of all classes of capital stock of the continuing or surviving corporation immediately after such consolidation or merger; or (2) There is a report filed on Schedule 13D or TO (or any successor schedule, form or report) pursuant to the Exchange Act, disclosing that any person, including such person's Affiliates or Associates (for the purposes of this Section 13.1 only, as the term "person" is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) has become the beneficial owner (b)as the term "beneficial owner" is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of 50% or more of the voting power of the Common Stock or other Capital Stock into which the Common Stock is reclassified or changed; provided, mutatis mutandishowever, except references that a person shall not be deemed beneficial owner of, or to Purchase Dateown beneficially, Purchase Price (A) any securities tendered pursuant to a tender or exchange offer made by or on behalf of such person or any of such person's Affiliates or Associates until such tendered securities are accepted for purchase or exchange thereunder, or (B) any securities if such beneficial ownership (1) arises solely as a result of a revocable proxy delivered in response to a proxy or consent solicitation made pursuant to the applicable rules and Purchase Notice regulations under the Exchange Act, and (2) is not also then reportable on Schedule 13D (or any successor schedule) under the Exchange Act. Notwithstanding the foregoing provisions of this Section 13.1, a Change in Control shall not be deemed to refer instead to Remarketing Purchase Datehave occurred by virtue of the Company, Remarketing Purchase Priceany Subsidiary, and any employee stock ownership plan or any other employee benefit plan of the purchase notice Company or any Subsidiary, or any person holding Common Stock for or pursuant to Section 16.04(a)the terms of any such employee benefit plan, respectively. A purchase notice pursuant filing or becoming obligated to Section 16.04(afile a report under or in response to Schedule 13D or Schedule TO (or any successor schedule, form or report) may be withdrawn under the Exchange Act disclosing beneficial ownership by means it of a written notice shares of withdrawal delivered to the office Common Stock, whether in excess of the Paying Agent at any time prior to the close of business on the applicable Remarketing Reset Date specifying: (i) if certificated Securities have been issued, the certificate numbers for Securities in respect of which such notice of withdrawal is being submitted, 50% or if not, such information as required by the Depositary; (ii) the Original Principal Amount, in integral multiples of $1,000, of the Securities with respect to which such notice of withdrawal is being submitted; and (iii) the Original Principal Amount, if any, of such Securities that remain subject to the original purchase notice and have been or will be delivered for purchase by the Companyotherwise.

Right to Require Purchase. (a) If at any time prior to Stated Maturity that Securities remain outstanding there shall occur a Failed Remarketing occurs on any Remarketing Reset DateFundamental Change, each Holder of Securities will have the right to require shall be purchased by the Company in integral multiples of $1,000 Original Principal Amount at the option of the Holders thereof as of the date specified by the Company that is not less than 20 Business Days nor more than 35 Business Days after the date of the Company's notice, pursuant to purchase all or a portion clause (b) below, of its Securities on such Remarketing Reset Date for cash. The Company shall purchase such Securities at a purchase price the occurrence of the Fundamental Change (the "Remarketing Fundamental Change Purchase Date") subject to satisfaction by or on behalf of any Holder of the requirements set forth in subsection (c) of this Section 13.01. The purchase price of such Securities (the "Fundamental Change Purchase Price") shall be equal to 100% of the Accreted Principal Amount (including accrued Contingent Accretion, if any) thereof as of the applicable Remarketing Reset Date, Securities to be purchased plus accrued and unpaid interest (including Liquidated DamagesContingent Interest and Additional Interest, if any) to, but excluding excluding, the Fundamental Change Purchase Date, unless such Remarketing Reset Date. Each Holder must notify the Paying Agent Fundamental Change Purchase Date falls after a Regular Record Date and on or prior to each Remarketing Reset Event Date and any subsequent Remarketing Reset Date of the aggregate Original Principal Amount of Securities it wants corresponding Interest Payment Date, in which case the Company to repurchase in shall pay the event full amount of a Failed Remarketing. Holders of Securities will be deemed to have exercised their right to require the Company to purchase the aggregate Original Principal Amount of Securities unless they elected not to participate in the applicable remarketing by delivering a Notice to Opt Out of Remarketing pursuant to Section 16.03(a). accrued and unpaid interest (bincluding Contingent Interest and Additional Interest, if any) If less than $50 million aggregate Original Principal Amount of Securities is to be remarketed payable on any Remarketing Reset such Interest Payment Date because Holders of all remaining outstanding Securities have elected not to participate in such remarketing, there will not be a remarketing and such Holders who did not deliver the Notice to Opt Out of Remarketing, but only such Holders, will have the right to require to the Company to purchase all or a portion holder of their Securities on such Remarketing Reset Date for cash. Such Holders are deemed to exercise such right with respect to the aggregate Original Principal Amount of Securities for which they did not deliver the Notice to Opt Out of Remarketing. The Company shall purchase such Securities record at the Remarketing Purchase Price. (c) The procedures set forth in Sections 12.04 through 12.06 shall apply to the purchase of Securities by the Company pursuant to Sections 16.04(a) or (b), mutatis mutandis, except references to Purchase Date, Purchase Price and Purchase Notice shall be deemed to refer instead to Remarketing Purchase Date, Remarketing Purchase Price, and the purchase notice pursuant to Section 16.04(a), respectively. A purchase notice pursuant to Section 16.04(a) may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent at any time prior to the close of business on such Regular Record Date. A " Fundamental Change" shall be deemed to have occurred at such time after the applicable Remarketing Reset Date specifyingoriginal issuance of the Securities as any of the following occurs: (i) if certificated Securities have been issued, the certificate numbers for Securities in respect of Common Stock or other common stock into which such notice of withdrawal is being submitted, or if not, such information as required by the Depositary; (ii) the Original Principal Amount, in integral multiples of $1,000, of the Securities with respect to which such notice of withdrawal are convertible is being submitted; and (iii) neither listed for trading on a United States national securities exchange nor approved for trading on the Original Principal Amount, if any, of such Securities that remain subject to Nasdaq National Market or another established automated over the original purchase notice and have been or will be delivered for purchase by counter trading market in the Company.United States;