Common use of Repurchase Event Clause in Contracts

Repurchase Event. In the event of a Repurchase Event (as hereinafter defined) on or before March 1, 2007 each Holder of Securities shall have the right (which right may not be waived by the Board of Directors or the Trustee) at the Holder's option, to require the Company to repurchase all of such Holder's Securities, or any portion thereof that is an integral multiple of $1,000, on the date (the "Repurchase Date") that is 45 calendar days after the date of the Company Notice (as defined below), at a price equal to 100% of the principal amount of such Securities to be repurchased (the "Repurchase Price"), together with accrued interest to the Repurchase Date; provided however, that a Repurchase Event shall not be deemed to have occurred if on or before March 1, 2007 the closing price per share of the Common Stock for any five Trading Days within the period of ten consecutive Trading Days ending immediately before the Repurchase Event shall equal or exceed 110% of the Conversion Price of such Securities in effect on each such Trading Day. A "beneficial owner" shall be determined in accordance with Rule 13d-3 promulgated by the Commission under the Exchange Act, as in effect on the date of execution of the Indenture. A Repurchase Event shall be deemed to have occurred at such time after initial issuance of the Securities if: (i) any Person (including any syndicate or group deemed to be a "Person" under Section 13(d)(3) of the Exchange Act), other than the Company, any Subsidiary, any existing Person (including, directly or indirectly, the immediate family (parents, spouse, children, brothers or sisters) of any such Person) who currently beneficially owns shares of the Company's capital stock with 50% or more of the voting power as described below, or any current or future employee or director benefit plan of the Company or any Subsidiary or any entity holding capital stock of the Company for or pursuant to the terms of such plan, or an underwriter engaged in a firm commitment underwriting in connection with a public offering of capital stock of the Company, is or becomes the beneficial owner, directly or indirectly, through a purchase, merger or other acquisition transaction or series of transactions of shares of capital stock of the Company entitling such Person to exercise 50% or more of the total voting power of all shares of capital stock of the Company entitled to vote generally in the election of directors; (ii) the Company sells or transfers all or substantially all of the assets of the Company to another Person; (iii) there occurs any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger (a) which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock, (b) which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock) or (c) a transaction in which the stockholders of the Company immediately prior to such transaction owned, directly or indirectly, immediately following such transaction, a majority of the combined voting power of the voting capital stock of the corporation resulting from the transaction, such stock to be owned by such stockholders in substantially the same proportion as their ownership of the voting stock of the Company immediately prior to such transaction); (iv) a change in the Board of Directors in which the individuals who constituted the Board of Directors at the beginning of the 24-month period immediately preceding such change (together with any other director whose election by the Board of Directors or whose nomination for election by the stockholders of the Company was approved by a vote of at least a majority of the directors then in office either who were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the directors then in office; or (v) the Common Stock is the subject of a "Rule 13e-3 transaction" as defined under the Exchange Act.

Repurchase Event. (a) In the event of that a Repurchase Event (as hereinafter defined) on or before March 1occurs after initial issuance of the Securities, 2007 each Holder of Securities shall have the right (which right may not be waived by the Board of Directors or the Trustee) at the Holder's option, to require the Company to repurchase all of such Holder's Securities, Securities or any portion thereof that is an integral multiple of $1,000authorized denomination thereof, on the date (the "Repurchase Date") that is 45 calendar days after the date of the Company Notice (as defined below), at a price equal to 100% of the principal amount of such Securities to be repurchased (the "Repurchase Price"), together with accrued interest to the Repurchase DateDate in accordance with paragraph (b) of this Section 6.09; provided however, that a Repurchase Event shall not be deemed to have occurred if on or before March 1, 2007 the closing price per share of the Common Stock for any five Trading Days within the period of ten consecutive Trading Days ending immediately before the Repurchase Event shall equal or exceed 110% of the Conversion Price conversion price of such Securities in effect on each such Trading Day. A "beneficial owner" shall be determined in accordance with Rule 13d-3 promulgated by the Commission SEC under the Exchange Act, as in effect on the date of execution of the Indenture. A . (b) Within 15 calendar days after a Repurchase Event, the Company shall mail a notice (the "Company Notice") to the Trustee and each Securityholder of record as of the date of the Repurchase Event shall stating: (1) that a Repurchase Event has occurred and that such Securityholder has the right to require the Company to repurchase all or any authorized denomination of such Securityholder's Securities at the Repurchase Price; (2) the current Conversion Price, the date on which the right to convert such Holder's Securities into Common Stock will expire and the place or places where such Securities may be deemed surrendered for conversion; (3) the Repurchase Date; (4) that Holders electing to have occurred Securities or any authorized denomination thereof purchased will be required (a) to surrender their Securities to the Paying Agent at the address specified in the Company Notice on or before the fifth Business Day preceding the Repurchase Date with the "Option of Holder to Elect Purchase" on the reverse thereof completed and (b) to complete any form of letter of transmittal proposed by the Company and acceptable to the Trustee and the Paying Agent; (5) that Securities which have been surrendered to the Paying Agent may be converted into Common Stock only to the extent that the Holder of such time after initial issuance Securities withdraws his election to have such Securities purchased in accordance with the terms of this Section 6.09; (6) that any Security not tendered or not accepted for payment will continue to accrue interest in accordance with its terms; (7) that, unless the Securities if: (i) any Person (including any syndicate or group deemed to be a "Person" under Section 13(d)(3) of Company defaults in paying the Exchange Act), other than the CompanyRepurchase Price, any Subsidiary, any existing Person Security accepted for payment shall cease to accrue interest after the Repurchase Date; and (including, directly or indirectly, the immediate family (parents, spouse, children, brothers or sisters) 8) a description of any such Person) who currently beneficially owns shares of other procedure which a Holder must follow to exercise his right to have Securities repurchased. At the Company's capital stock with 50% or more request, the Trustee shall give the Company Notice in the Company's name and at the Company's expense, provided however, that the Company shall deliver to the Trustee, at least five days prior to the date upon which the Company Notice must be mailed to Securityholders (unless a shorter time shall be acceptable to the Trustee), an Officers' Certificate setting forth all of the voting power information to be stated in such notice as described below, or any current or future employee or director benefit plan provided in this Section 6.09. No failure of the Company to give the Company Notice shall limit any Securityholder's right to exercise the repurchase right herein described. The Trustee shall be under no obligation to ascertain or any Subsidiary verify the occurrence of a Repurchase Event or any entity holding capital stock to give notice with respect thereto other than as provided above upon receipt of the written notice of a Repurchase Event from the Company. The Trustee may conclusively presume, in the absence of written notice from the Company for or pursuant to the contrary, that no Repurchase Event has occurred. (c) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid the price payable with respect to the Securities as to which the repurchase right had been exercised in cash to the Securityholder. In the event that a repurchase right is exercised with respect to less than the entire principal amount of such plana surrendered Security, or an underwriter engaged in a firm commitment underwriting in connection with a public offering of capital stock the Company shall execute and, upon direction of the Company, is the Trustee shall authenticate for issuance in the name of the Securityholder a Security or becomes Securities in the beneficial owner, directly aggregate principal amount of the unpurchased portion of such surrendered Security. The Company hereby instructs the Paying Agent to notify the Company and the Trustee of any Security received pursuant to a Holder's exercise of the repurchase right and to deliver such Security to the Trustee for cancellation upon payment by or indirectly, through a purchase, merger or other acquisition transaction or series of transactions of shares of capital stock on behalf of the Company entitling such Person to exercise 50% or more of the total voting power applicable repurchase price. (d) In connection with any repurchase of all shares of capital stock of Securities under this Section 6.09, the Company entitled to vote generally in the election of directors; shall (iii) the Company sells or transfers all or substantially all of the assets of the Company to another Person; comply with Rule 13e-4 (iiiwhich term, as used herein, includes any successor provision thereto) there occurs any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger (a) which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock, (b) which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock) or (c) a transaction in which the stockholders of the Company immediately prior to such transaction owned, directly or indirectly, immediately following such transaction, a majority of the combined voting power of the voting capital stock of the corporation resulting from the transaction, such stock to be owned by such stockholders in substantially the same proportion as their ownership of the voting stock of the Company immediately prior to such transaction); (iv) a change in the Board of Directors in which the individuals who constituted the Board of Directors at the beginning of the 24-month period immediately preceding such change (together with any other director whose election by the Board of Directors or whose nomination for election by the stockholders of the Company was approved by a vote of at least a majority of the directors then in office either who were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the directors then in office; or (v) the Common Stock is the subject of a "Rule 13e-3 transaction" as defined under the Exchange Act, if applicable, (ii) file the related Schedule 13e-4 (or any successor schedule, form or report) under the Exchange Act, if applicable, and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Section 6.09 to be exercised in the time and in the manner specified in this Section 6.09.

Repurchase Event. In the event of a Repurchase Event (as hereinafter defined) on or before March 1, 2007 each Holder of Securities shall have the right (which right may not be waived by the Board of Directors or the Trustee) at the Holder's option, to require the Company to repurchase all of such Holder's Securities, or any portion thereof that is an integral multiple of $1,000, on the date (the "Repurchase Date") that is 45 calendar days after the date of the Company Notice (as defined below), at a price equal to 100% of the principal amount of such Securities to be repurchased (the "Repurchase Price"), together with accrued interest to the Repurchase Date; provided however, that a Repurchase Event shall not be deemed to have occurred if on or before March 1, 2007 the closing price per share of the Common Stock for any five Trading Days within the period of ten consecutive Trading Days ending immediately before the Repurchase Event shall equal or exceed 110% of the Conversion Price (as defined herein) of such Securities in effect on each such Trading Day. A "beneficial owner" shall be determined in accordance with Rule 13d-3 promulgated by the Commission under the Exchange Act, as in effect on the date of execution of the Indenture. A Repurchase Event shall be deemed to have occurred at such time after initial issuance of the Securities February 26, 1997 if: (i) any Person (including any syndicate or group deemed to be a "Person" under Section 13(d)(3) of the Exchange Act), other than the Company, any Subsidiary, any existing Person (including, directly or indirectly, the immediate family (parents, spouse, children, brothers or sisters) of any such Person) who currently beneficially owns shares of the Company's capital stock with 50% or more of the voting power as described below, or any current or future employee or director benefit plan of the Company or any Subsidiary or any entity holding capital stock of the Company for or pursuant to the terms of such plan, or an underwriter engaged in a firm commitment underwriting in connection with a public offering of capital stock of the Company, is or becomes the beneficial owner, directly or indirectly, through a purchase, merger or other acquisition transaction or series of transactions of shares of capital stock of the Company entitling such Person to exercise 50% or more of the total voting power of all shares of capital stock of the Company entitled to vote generally in the election of directors; (ii) the Company sells or transfers all or substantially all of the assets of the Company to another Person; (iii) there occurs any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger (a) which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock, (b) which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock) Stock or (c) a transaction in which the stockholders of the Company immediately prior to such transaction owned, directly or indirectly, immediately following such transaction, a majority of the combined voting power of the voting capital stock of the corporation resulting from the transaction, such stock to be owned by such stockholders in substantially the same proportion as their ownership of the voting stock of the Company immediately prior to such transaction); (iv) a change in the Board of Directors in which the individuals who constituted the Board of Directors at the beginning of the 24-month period immediately preceding such change (together with any other director whose election by the Board of Directors or whose nomination for election by the stockholders of the Company was approved by a vote of at least a majority of the directors then in office either who were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the directors then in office; or (v) the Common Stock is the subject of a "Rule 13e-3 transaction" as defined under the Exchange Act.

Repurchase Event. In To the event extent that the provisions of a any securities laws or regulations conflict with the Change of Control Repurchase Event (as hereinafter defined) on provisions of this Supplemental Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of this Supplemental Indenture by virtue of such conflict. On the Change of Control Repurchase Event payment date for the Notes, the Company will, to the extent lawful: • accept for payment all Notes or before March 1portions of Notes properly tendered pursuant to the Company’s offer; • deposit with the Trustee an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and • deliver or cause to be delivered to the Trustee the Notes properly accepted, 2007 together with an Officers’ Certificate stating the aggregate principal amount of Notes being repurchased by the Company. The Trustee will promptly mail its check or otherwise cause to be paid to each Holder of Securities shall have Notes properly tendered the right purchase price for such Notes, and the Trustee will promptly authenticate and mail (which right may not or cause to be waived transferred by the Board of Directors or the Trusteebook-entry) at the Holder's option, to require the Company each Holder a new Note equal in principal amount to repurchase all any unrepurchased portion of such Holder's Securities, Notes surrendered; provided that each new Note will be in a principal amount equal to $2,000 or any portion thereof that is an integral multiple of $1,000, on 1,000 in excess thereof. The Company will not be required to make an offer to repurchase the date (Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the "Repurchase Date") that is 45 calendar days after the date of the Company Notice (as defined below)manner, at a price equal to 100% of the principal amount of such Securities to be repurchased (times and otherwise in compliance with the "Repurchase Price"), together with accrued interest to the Repurchase Date; provided however, that a Repurchase Event shall not be deemed to have occurred if on or before March 1, 2007 the closing price per share of the Common Stock requirements for any five Trading Days within the period of ten consecutive Trading Days ending immediately before the Repurchase Event shall equal or exceed 110% of the Conversion Price of such Securities in effect on each such Trading Day. A "beneficial owner" shall be determined in accordance with Rule 13d-3 promulgated an offer made by the Commission under the Exchange Act, as in effect on the date of execution of the Indenture. A Repurchase Event shall be deemed to have occurred at such time after initial issuance of the Securities if: (i) any Person (including any syndicate or group deemed to be a "Person" under Section 13(d)(3) of the Exchange Act), other than the Company, any Subsidiary, any existing Person (including, directly or indirectly, the immediate family (parents, spouse, children, brothers or sisters) of any such Person) who currently beneficially owns shares of the Company's capital stock with 50% or more of the voting power as described below, or any current or future employee or director benefit plan of the Company or any Subsidiary or any entity holding capital stock of the Company for or pursuant to the terms of such plan, or an underwriter engaged in a firm commitment underwriting in connection with a public offering of capital stock of the Company, is or becomes the beneficial owner, directly or indirectly, through a purchase, merger or other acquisition transaction or series of transactions of shares of capital stock of the Company entitling such Person to exercise 50% or more of the total voting power of all shares of capital stock of the Company entitled to vote generally in the election of directors; (ii) the Company sells or transfers all or substantially all of the assets of the Company to another Person; (iii) there occurs any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger (a) which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock, (b) which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock) or (c) a transaction in which the stockholders of the Company immediately prior to such transaction owned, directly or indirectly, immediately following such transaction, a majority of the combined voting power of the voting capital stock of the corporation resulting from the transaction, such stock to be owned by such stockholders in substantially the same proportion as their ownership of the voting stock of the Company immediately prior to such transaction); (iv) a change in the Board of Directors in which the individuals who constituted the Board of Directors at the beginning of the 24-month period immediately preceding such change (together with any other director whose election by the Board of Directors or whose nomination for election by the stockholders of the Company was approved by a vote of at least a majority of the directors then in office either who were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the directors then in office; or (v) the Common Stock is the subject of a "Rule 13e-3 transaction" as defined third party purchases all Notes properly tendered and not withdrawn under the Exchange Actits offer.

Repurchase Event. In the event To: Electronic Arts Inc. The undersigned registered owner of this Security hereby acknowledges receipt of a notice from Electronic Arts Inc. (the “Company”) as to the occurrence of a Change of Control Repurchase Event (as hereinafter defined) on or before March 1, 2007 each Holder of Securities shall have with respect to the right (which right may not be waived by the Board of Directors or the Trustee) at the Holder's option, to require Company and hereby directs the Company to repurchase all pay, or cause the Trustee to pay, an amount in cash equal to 101% of such Holder's the aggregate principal amount of the Securities, or any the portion thereof that (which is an integral $2,000 principal amount or a multiple of $1,0001,000 in excess thereof) below designated, on to be repurchased plus interest accrued and unpaid to, but excluding, the date (repurchase date, except as provided in the "Repurchase Date") Indenture. The undersigned hereby agrees that is 45 calendar days after the date Securities will be repurchased as of the Company Notice (as defined below), at a price equal Change of Control Payment Date pursuant to 100% of the principal terms and conditions thereof and the Indenture. Dated: Signature: Principal amount of such Securities to be repurchased (the "Repurchase Price"at least $2,000 or a multiple of $1,000 in excess thereof): Remaining principal amount following such repurchase: By: Authorized Signatory THIS SECURITY IS ISSUED IN GLOBAL FORM AND REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”) OR A NOMINEE THEREOF. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), together with accrued interest ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM IN ACCORDANCE WITH THE TERMS HEREOF AND OF THE INDENTURE (AS DEFINED BELOW), THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. No. CUSIP No.: 285512 AD1 ELECTRONIC ARTS INC., a Delaware corporation, promises to pay to CEDE & CO., or registered assigns, the Repurchase Date; provided however, that a Repurchase Event shall not be deemed to have occurred if principal sum set forth on or before the Schedule of Exchanges of Securities attached hereto on March 1, 2007 the closing price per share 2026. Interest Payment Dates: March 1 and September 1. Record Dates: February 15 and August 15. Additional provisions of the Common Stock for any five Trading Days within the period of ten consecutive Trading Days ending immediately before the Repurchase Event shall equal or exceed 110% of the Conversion Price of such Securities in effect on each such Trading Day. A "beneficial owner" shall be determined in accordance with Rule 13d-3 promulgated by the Commission under the Exchange Act, as in effect this Security are set forth on the date of execution of the Indenture. A Repurchase Event shall be deemed to have occurred at such time after initial issuance of the Securities if: (i) any Person (including any syndicate or group deemed to be a "Person" under Section 13(d)(3) of the Exchange Act), other than the Company, any Subsidiary, any existing Person (including, directly or indirectly, the immediate family (parents, spouse, children, brothers or sisters) of any such Person) who currently beneficially owns shares of the Company's capital stock with 50% or more of the voting power as described below, or any current or future employee or director benefit plan of the Company or any Subsidiary or any entity holding capital stock of the Company for or pursuant to the terms of such plan, or an underwriter engaged in a firm commitment underwriting in connection with a public offering of capital stock of the Company, is or becomes the beneficial owner, directly or indirectly, through a purchase, merger or other acquisition transaction or series of transactions of shares of capital stock of the Company entitling such Person to exercise 50% or more of the total voting power of all shares of capital stock of the Company entitled to vote generally in the election of directors; (ii) the Company sells or transfers all or substantially all of the assets of the Company to another Person; (iii) there occurs any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger (a) which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock, (b) which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock) or (c) a transaction in which the stockholders of the Company immediately prior to such transaction owned, directly or indirectly, immediately following such transaction, a majority of the combined voting power of the voting capital stock of the corporation resulting from the transaction, such stock to be owned by such stockholders in substantially the same proportion as their ownership of the voting stock of the Company immediately prior to such transaction); (iv) a change in the Board of Directors in which the individuals who constituted the Board of Directors at the beginning of the 24-month period immediately preceding such change (together with any other director whose election by the Board of Directors or whose nomination for election by the stockholders of the Company was approved by a vote of at least a majority of the directors then in office either who were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the directors then in office; or (v) the Common Stock is the subject of a "Rule 13e-3 transaction" as defined under the Exchange Actreverse hereof.

Repurchase Event. (a) In the event of that a Repurchase Event (as hereinafter defined) on or before March 1occurs after initial issuance of the Securities, 2007 each Holder of Securities shall have the right (which right may not be waived by the Board of Directors or the Trustee) at the Holder's option, to require the Company to repurchase all of such Holder's Securities, Securities or any portion thereof that is an integral multiple of $1,000authorized denomination thereof, on the date (the "Repurchase Date") that is 45 calendar days after the date of the Company Notice (as defined below), at a price equal to 100% of the principal amount of such Securities to be repurchased (the "Repurchase Price"), together with accrued interest to the Repurchase DateDate in accordance with paragraph (b) of this Section 6.09; provided however, that a Repurchase Event shall not be deemed to have occurred so long as the Securities are convertible into Common Stock if on or before March 1, 2007 the closing price per share of the Common Stock for any five Trading Days within the period of ten consecutive Trading Days ending immediately before the Repurchase Event shall equal or exceed 110% of the Conversion Price conversion price of such Securities in effect on each such Trading Day. A "beneficial owner" shall be determined in accordance with Rule 13d-3 promulgated by the Commission SEC under the Exchange Act, as in effect on the date of execution of the Indenture. A . (b) Within 15 calendar days after a Repurchase Event, the Company shall mail a notice (the "Company Notice") to the Trustee and each Securityholder of record as of the date of the Repurchase Event shall stating: (1) that a Repurchase Event has occurred and that such Securityholder has the right to require the Company to repurchase all or any authorized denomination of such Securityholder's Securities at the Repurchase Price; (2) if the date of the Repurchase Event is on or prior to March 1, 2007, the current Conversion Price, the date on which the right to convert such Holder's Securities into Common Stock will expire and the place or places where such Securities may be deemed surrendered for conversion; (3) the Repurchase Date; (4) that Holders electing to have occurred Securities or any authorized denomination thereof purchased will be required (a) to surrender their Securities to the Paying Agent at the address specified in the Company Notice on or before the fifth Business Day preceding the Repurchase Date with the "Option of Holder to Elect Purchase" on the reverse thereof completed and (b) to complete any form of letter of transmittal proposed by the Company and acceptable to the Trustee and the Paying Agent; (5) that Securities which have been surrendered to the Paying Agent may be converted into Common Stock only to the extent that the Holder of such time after initial issuance Securities withdraws his election to have such Securities purchased in accordance with the terms of this Section 6.09; (6) that any Security not tendered or not accepted for payment will continue to accrue interest; (7) that, unless the Securities if: (i) any Person (including any syndicate or group deemed to be a "Person" under Section 13(d)(3) of Company defaults in paying the Exchange Act), other than the CompanyRepurchase Price, any Subsidiary, any existing Person Security accepted for payment shall cease to accrue interest after the Repurchase Date; and (including, directly or indirectly, the immediate family (parents, spouse, children, brothers or sisters) 8) a description of any such Person) who currently beneficially owns shares of other procedure which a Holder must follow to exercise his right to have Securities repurchased. At the Company's capital stock with 50% or more of request, the voting power as described below, or any current or future employee or director benefit plan of Trustee shall give the Company or any Subsidiary or any entity holding capital stock of Notice in the Company's name and at the Company's expense, provided however, that the Company for or pursuant shall deliver to the terms of such planTrustee, or an underwriter engaged in a firm commitment underwriting in connection with a public offering of capital stock of at least five days prior to the Company, is or becomes the beneficial owner, directly or indirectly, through a purchase, merger or other acquisition transaction or series of transactions of shares of capital stock of date upon which the Company entitling Notice must be mailed to Securityholders (unless a shorter time shall be acceptable to the Trustee), an Officers' Certificate setting forth the information to be stated in such Person to exercise 50% or more of the total voting power of all shares of capital stock of the Company entitled to vote generally notice as provided in the election of directors; (ii) the Company sells or transfers all or substantially all of the assets this Section 6.09. No failure of the Company to another Person; (iii) there occurs give the Company Notice shall limit any consolidation Securityholder's right to exercise the repurchase right herein described. The Trustee shall be under no obligation to ascertain or verify the occurrence of a Repurchase Event or to give notice with respect thereto other than as provided above upon receipt of the Company withwritten notice of a Repurchase Event from the Company. The Trustee may conclusively presume, or merger in the absence of written notice from the Company intoto the contrary, any other Person, any merger of another Person into the Company (other than a merger (a) which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock, (b) which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock) or that no Repurchase Event has occurred. (c) In the event a transaction repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid the price payable with respect to the Securities as to which the stockholders repurchase right had been exercised in cash to the Securityholder. In the event that a repurchase right is exercised with respect to less than the entire principal amount of a surrendered Security, the Company shall execute and the Trustee shall authenticate for issuance in the name of the Company immediately prior to such transaction owned, directly Securityholder a Security or indirectly, immediately following such transaction, a majority Securities in the aggregate principal amount of the combined voting power unpurchased portion of the voting capital stock such surrendered Security. (d) In connection with any repurchase of the corporation resulting from the transactionSecurities under this Section 6.09, such stock to be owned by such stockholders in substantially the same proportion as their ownership of the voting stock of the Company immediately prior to such transaction); shall (ivi) a change in the Board of Directors in comply with Rule 13e-4 (which the individuals who constituted the Board of Directors at the beginning of the 24-month period immediately preceding such change (together with term, as used herein, includes any other director whose election by the Board of Directors or whose nomination for election by the stockholders of the Company was approved by a vote of at least a majority of the directors then in office either who were directors at the beginning of such period or whose election or nomination for election was previously so approvedsuccessor provision thereto) cease for any reason to constitute a majority of the directors then in office; or (v) the Common Stock is the subject of a "Rule 13e-3 transaction" as defined under the Exchange Act, if applicable, (ii) file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act, if applicable, and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Section 6.09 to be exercised in the time and in the manner specified in this Section 6.09.

Repurchase Event. In the event of a Repurchase Event (as hereinafter defined) on or before March 1, 2007 each Holder of Securities shall have the right (which right may not be waived by the Board of Directors or the Trustee) at the Holder's option, to require the Company to repurchase all of such Holder's Securities, or any portion thereof that is an integral multiple of $1,000, on the date (the "Repurchase Date") that is 45 calendar days after the date of the Company Notice (as defined below), at a price equal to 100% of the principal amount of such Securities to be repurchased (the "Repurchase Price"), together with accrued interest to the Repurchase Date; provided however, that a Repurchase Event shall not be deemed to have occurred if on or before March 1, 2007 the closing price per share of the Common Stock for any five Trading Days within the period of ten consecutive Trading Days ending immediately before the Repurchase Event shall equal or exceed 110% of the Conversion Price of such Securities in effect on each such Trading Day. A "beneficial owner" shall be determined in accordance with Rule 13d-3 promulgated by the Commission under the Exchange Act, as in effect on the date of execution of the Indenture. A Repurchase Event shall be deemed to have occurred at such time after initial issuance defined as the occurrence of any one of the Securities if: following events: (ia) For any Person period of five consecutive trading days following the date hereof there shall be no Trading Price of the Common Stock on the Nasdaq SmallCap Market, the Nasdaq National Market, the NYSE or the AMEX; (including any syndicate or group deemed b) The Common Stock ceases to be a "Person" under Section 13(d)(3) of listed for trading on the Exchange Act), other than the Company, any Subsidiary, any existing Person (including, directly or indirectlyNasdaq SmallCap Market, the immediate family Nasdaq National Market, the NYSE or the AMEX; (parents, spouse, children, brothers c) Any consolidation or sisters) of any such Person) who currently beneficially owns shares of the Company's capital stock with 50% or more of the voting power as described below, or any current or future employee or director benefit plan merger of the Company or any Subsidiary or any entity holding capital stock subsidiary of the Company for with or pursuant to the terms of such plan, or an underwriter engaged in a firm commitment underwriting in connection with a public offering of capital stock of the Company, is or becomes the beneficial owner, directly or indirectly, through a purchase, merger or other acquisition transaction or series of transactions of shares of capital stock of the Company entitling such Person to exercise 50% or more of the total voting power of all shares of capital stock of the Company entitled to vote generally in the election of directors; (ii) the Company sells or transfers all or substantially all of the assets of the Company to into another Person; (iii) there occurs any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company entity (other than a merger (a) which does not result in any reclassification, conversion, exchange or cancellation consolidation of outstanding shares of Common Stock, (b) which is effected solely to change the jurisdiction of incorporation a subsidiary of the Company and results in into the Company or a reclassification, conversion or exchange wholly-owned subsidiary of outstanding shares of Common Stock solely into shares of Common Stockthe Company) or (c) a transaction in which where the stockholders shareholders of the Company immediately prior to such transaction owned, directly do not collectively own at least 51% of the outstanding voting securities of the surviving corporation of such consolidation or indirectly, merger immediately following such transaction, a majority ; (d) A restatement or adjustment of the combined voting power of the voting capital stock of the corporation resulting from the transaction, such stock to be owned by such stockholders in substantially the same proportion as their ownership of the voting stock consolidated financial statements of the Company immediately prior and its subsidiaries as of and for the nine months ended June 30, 1996 which results in any material decrease in stockholders' equity from the amount thereof shown on the Consolidated Balance Sheet of the Company and its subsidiaries as of June 30, 1996 which was included in Amendment No. 1 on Form 10-Q/A to such transaction); the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996, as filed with the SEC on August 21, 1996. (ive) The adoption of any amendment to the Company's Certificate of Incorporation or the taking of any other action which materially and adversely affects the rights of the Holder; (f) The inability for a period of 30 days or more of the Holder to sell shares of Common Stock issued upon conversion of this Note pursuant to the Registration Statement (1) by reason of the requirements of the Act, the 1934 Act or any of the rules or regulations under either thereof or (2) due to the Registration Statement containing any untrue statement of material fact or omitting to state a material fact required to be stated therein or necessary to make the statements therein not misleading or other failure of the Registration Statement to comply with the rules and regulations of the SEC; (g) Any material change in the Board of Directors in which the individuals who constituted the Board of Directors at the beginning management of the 24-month period immediately preceding such change (together with any other director whose election by Company, including without limitation, the Board failure of Directors or whose nomination for election by the stockholders ▇▇▇▇▇▇ ▇▇▇▇▇ to remain as Chairman of the Company was approved by a vote of at least a majority Board, President and Chief Executive Officer of the directors then Company; or (h) The occurrence of any Event of Default specified in office either who were directors at the beginning Article IV of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the directors then in office; or (v) the Common Stock is the subject of a "Rule 13e-3 transaction" as defined under the Exchange Actthis Note.

Repurchase Event. (a) In the event of a Repurchase Event (as hereinafter defined) on or before March 1Event, 2007 each Holder of Securities the Series A Convertible Debentures shall have have, subject to Article 11 of the right (which right may not be waived by Indenture, the Board of Directors or the Trustee) right, at the such Holder's option, to require that the Company to repurchase all or any part of such Holder's Securities, or any portion thereof that is an integral multiple of $1,000, on the date (the "Repurchase Date") that is 45 calendar days after the date of the Company Notice (as defined below), Series A Convertible Debentures at a repurchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase in accordance with this Section 4.1. (b) Within 30 days following any Repurchase Event, the Company shall mail a notice to each Holder of the Series A Convertible Debentures at its last registered address with a copy to the Trustee stating: (1) that a Repurchase Event has occurred and that such Securities Holder has the right to be repurchased require the Company to repurchase such Holder's Series A Convertible Debentures at a repurchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase (the "Repurchase PriceOffer"); (2) the circumstances and relevant facts regarding such Repurchase Event (including information with respect to pro forma historical income, together with accrued interest cash flow and capitalization after giving effect to such Repurchase Event); (3) the repurchase date (which shall be not earlier than 30 days or later than 60 days from the date such notice is mailed) (the "Repurchase Date"); (4) that any Series A Convertible Debenture not tendered will continue to accrue interest; (5) that any Series A Convertible Debenture accepted for payment pursuant to the Repurchase Offer shall cease to accrue interest after the Repurchase Date; provided however, ; (6) that Holders electing to have a Series A Convertible Debenture purchased pursuant to a Repurchase Event shall Offer will be required to surrender the Series A Convertible Debenture, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Series A Convertible Debenture completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Repurchase Date; (7) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the third Business Day (or such shorter period as may be deemed required by applicable law) preceding the Repurchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Series A Convertible Debentures the Holder delivered for purchase, and a statement that such Holder is withdrawing his election to have occurred if such Series A Convertible Debentures purchased; and (8) that Holders which elect to have their Series A Convertible Debentures purchased only in part will be issued new Series A Convertible Debentures in a principal amount equal to the unpurchased portion of the Series A Convertible Debenture surrendered. (c) On the Repurchase Date, the Company shall: (i) accept for payment Series A Convertible Debentures or portions thereof tendered pursuant to the Repurchase Offer; (ii) deposit by 10:00 a.m., New York City time, with the Trustee money sufficient to pay the purchase price of all Series A Convertible Debentures or portions thereof so tendered; and (iii) deliver or cause to be delivered to the Trustee Series A Convertible Debentures so accepted together with an Officers' Certificate identifying the Series A Convertible Debentures or portions thereof tendered to the Company. The Trustee shall promptly mail to the Holders of the Series A Convertible Debentures so accepted payment in an amount equal to the purchase price, and promptly authenticate and make available for delivery to such Holders a new Series A Convertible Debenture in a principal amount equal to any unpurchased portion of the Series A Convertible Debenture surrendered. The Company will publicly announce the results of the Repurchase Offer on or before March 1, 2007 the closing price per share of the Common Stock for any five Trading Days within the period of ten consecutive Trading Days ending immediately before as soon as practicable after the Repurchase Event Date. The Company shall equal or exceed 110% of comply with all applicable tender offer rules under the Conversion Price of such Securities in effect on each such Trading Day. A "beneficial owner" shall be determined in accordance with Rule 13d-3 promulgated by the Commission Exchange Act, including, without limitation, Rules 13e-4 and 14e-1 under the Exchange Act, as then in effect on the date of execution of the Indenture. A Repurchase Event shall be deemed with respect to have occurred at such time after initial issuance of the Securities if: (i) any Person (including any syndicate or group deemed to be a "Person" under Section 13(d)(3) of the Exchange Act), other than the Company, any Subsidiary, any existing Person (including, directly or indirectly, the immediate family (parents, spouse, children, brothers or sisters) of any such Person) who currently beneficially owns shares of the Company's capital stock with 50% or more of the voting power as described below, or any current or future employee or director benefit plan of the Company or any Subsidiary or any entity holding capital stock of the Company for or pursuant to the terms of such plan, or an underwriter engaged in a firm commitment underwriting in connection with a public offering of capital stock of the Company, is or becomes the beneficial owner, directly or indirectly, through a purchase, merger or other acquisition transaction or series of transactions of shares of capital stock of the Company entitling such Person to exercise 50% or more of the total voting power of all shares of capital stock of the Company entitled to vote generally in the election of directors; (ii) the Company sells or transfers all or substantially all of the assets of the Company to another Person; (iii) there occurs any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger (a) which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock, (b) which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock) or (c) a transaction in which the stockholders of the Company immediately prior to such transaction owned, directly or indirectly, immediately following such transaction, a majority of the combined voting power of the voting capital stock of the corporation resulting from the transaction, such stock to be owned by such stockholders in substantially the same proportion as their ownership of the voting stock of the Company immediately prior to such transaction); (iv) a change in the Board of Directors in which the individuals who constituted the Board of Directors at the beginning of the 24-month period immediately preceding such change (together with any other director whose election by the Board of Directors or whose nomination for election by the stockholders of the Company was approved by a vote of at least a majority of the directors then in office either who were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the directors then in office; or (v) the Common Stock is the subject of a "Rule 13e-3 transaction" as defined under the Exchange ActRepurchase Offer.