Common use of Right to Require Repurchase Clause in Contracts

Right to Require Repurchase. In the event that a Change in Control (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's Securities, or any portion of the principal amount thereof that is equal to U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof, on the date (the "Repurchase Date") that is 45 days after the date of the Company Notice (as defined in Section 14.02) at a purchase price equal to 100% of the principal amount of the Securities to be repurchased (the "Repurchase Price") plus interest accrued to the Repurchase Date; provided, however, that installments of interest on Securities whose Stated Maturity is on or prior to the Repurchase Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Record Date according to their terms and the provisions of Section 3.07. Such right to require the repurchase of the Securities shall not continue after a discharge of the Company from its obligations with respect to the Securities in accordance with Article IV, unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, except as otherwise provided in Section 14.02(j), by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price; provided that payment may not be made in Common Stock unless at the time of payment such stock is listed on a national securities exchange or quoted on the Nasdaq National Market. For purposes of this Section, the fair market value of shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the Closing Prices Per Share for the five consecutive Trading Days ending on and including the third Trading Day immediately preceding the Repurchase Date. Whenever in this Indenture there is a reference, in any context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made.

Right to Require Repurchase. In If so provided in a Board Resolution with respect to the Securities of any series, in the event that a Change in Control (as hereinafter defined) shall occur, then each Holder of a Security of such series shall have the right, at the Holder's option, but subject to the provisions of Section 12.02, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's SecuritiesSecurities of such series not theretofore called for redemption, or any portion of the principal amount Principal thereof that is equal to U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereofthereof (provided that no single Securities may be repurchased in part unless the portion of the Principal of such Securities to be Outstanding after such repurchase is at least $1,000), on the date (the "Repurchase Date") that is 45 days after the date of the Company Notice (as defined in Section 14.02) at a purchase price equal to 100% of the principal amount of the Securities to be repurchased plus interest accrued to the Repurchase Date (the "Repurchase Price") plus interest accrued to the Repurchase Date); provided, however, that installments of interest on Securities whose Stated Maturity is on or prior to the Repurchase Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Record Date according to their terms and the provisions of Section 3.07. Such right to require the repurchase of the Securities shall not continue after a discharge of the Company from its obligations with respect to the Securities of such series in accordance with the provisions of Article IV, IV unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, except as otherwise provided subject to the fulfillment by the Company of the conditions set forth in Section 14.02(j)12.02, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price; provided that payment may not be made in Common Stock unless at the time of payment such stock is listed on a national securities exchange or quoted on the Nasdaq National Market. For purposes of this Section, the fair market value of shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the Closing Prices Per Share for the five consecutive Trading Days ending on and including the third Trading Day immediately preceding the Repurchase Date. Whenever in this Indenture (including Sections 2.02, 2.03, 5.01(2) and 5.08) there is a reference, in any context, to the principal Principal of any Security Securities as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Security Securities to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made; provided, however, that for the purposes of Article XIV such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash. The provisions of this Article XII shall not be applicable to the Securities of a series unless otherwise specified in a Board Resolution with respect to the Securities of such series.

Right to Require Repurchase. In the event that a Change in of Control (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 1402, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's Securities, or any portion of the principal amount thereof that is equal to U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof, on the date (the "Repurchase Date") that is 45 days after the date of the Company Notice (as defined in Section 14.021403) at a purchase price equal to 100% of the principal amount of the Securities to be repurchased plus interest accrued to the, Repurchase Date (the "Repurchase Price") plus interest accrued to the Repurchase Date); provided, however, that installments of interest on Securities whose Stated Maturity is on or prior to the Repurchase Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Date according to their terms and the provisions of Section 3.07307. Such right to require the repurchase of the Securities shall not continue after a discharge of the Company from its obligations with respect to the Securities in accordance with Article IVFour, unless a Change in of Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid (i) subject to the provisions of Section 1402(B) in cash orcash, except as otherwise provided or (ii) subject to the fulfillment by the Company of the conditions set forth in Section 14.02(j1402(A), by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price; provided provided, however, that payment may not be made in Common Stock unless at failure of the time of payment such stock is listed on a national securities exchange or quoted Company to pay the Repurchase Price on the Nasdaq National Market. For purposes of this Section, the fair market value Repurchase Date either in cash or by delivery of shares of Common Stock shall be determined by constitute an Event of Default for purposes of Section 501(1) hereof notwithstanding the Company and shall be equal Company's inability to 95% comply with the provisions of the average of the Closing Prices Per Share for the five consecutive Trading Days ending on and including the third Trading Day immediately preceding the Repurchase Dateor satisfy any conditions set forth in Section 1402. Whenever in this Indenture (including Sections 202, 301, 501(l) and 508) there is a reference, in any context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made; provided, however, that for the purposes of Article Twelve such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash.

Right to Require Repurchase. In the event that a Change in Control (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 13.2, to require the Company to repurchase, ------------ and upon the exercise of such right the Company shall repurchase, all of such Holder's SecuritiesSecurities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S. $1,000 U.S.$5,000 or any greater integral multiple of U.S. $1,000 in excess thereofU.S.$1,000, on the date (the "Repurchase Date") that is 45 days after the date of the Company Notice (as defined in Section 14.0213.3) at a purchase ------------ price equal to 100% of the principal amount of the Securities to be repurchased plus interest accrued to the Repurchase Date (the "Repurchase Price") plus interest accrued to the Repurchase Date); provided, -------- however, that installments of interest on Securities whose Stated Maturity is on ------- or prior to the Repurchase Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Record Date according to their terms and the provisions of Section 3.073.7. ----------- Such right to require the repurchase of the Securities shall not continue after a discharge of the Company from its obligations with respect to the Securities in accordance with Article IVFour, unless a Change in Control shall have occurred ------------ prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, except as otherwise provided in subject to the fulfillment by the Company of the conditions set forth Section 14.02(j)13.2, by delivery of shares of Common Stock having a fair ------------ market value equal to the Repurchase Price; provided that payment may not be made in Common Stock unless at the time of payment such stock is listed on a national securities exchange or quoted on the Nasdaq National Market. For purposes of this Section, the fair market value of shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the Closing Prices Per Share for the five consecutive Trading Days ending on and including the third Trading Day immediately preceding the Repurchase Date. Whenever in this Indenture (including Sections 2.2, 3.1, 5.1(1) and 5.8) there is a reference, in any ------------------------- --- context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made; provided, however, that for the purposes of Article Twelve such -------- ------- -------------- reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash.

Right to Require Repurchase. In the event that a Fundamental Change in Control (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's Securities, or any portion of the principal -105- 117 amount thereof that is equal to U.S. $1,000 U.S.$1,000 or any integral multiple thereof (provided that no single Security may be repurchased in part unless the portion of U.S. $1,000 the principal amount of such Security to be Outstanding after such repurchase is equal to U.S.$1,000 or integral multiples of U.S.$1,000 in excess thereof), on the date (the "Repurchase Date") that is 45 days after the date of the Company Notice (as defined in Section 14.0214.2) at a purchase price equal to 100% the following prices (expressed as percentages of the principal amount of the Securities to be repurchased thereof) (the "Repurchase Price") in the event of a Fundamental Change occurring during the 12-month period beginning September 1 (plus interest accrued to to, but excluding, the Repurchase Date): Year Repurchase Price ---- ---------------- 1997 104.75% 1998 103.80 1999 102.85 2000 101.90 2001 100.95 and 100% at September 1, 2002; provided that if the Applicable Price with respect to the Fundamental Change is less than the Reference Market Price, the Company shall repurchase such Securities at a price equal to the foregoing Repurchase Price multiplied by the fraction obtained by dividing the Applicable Price by the Reference Market Price; and provided, howeverfurther, that installments of interest on Securities whose Stated Maturity is on or prior to the Repurchase Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Regular Record Date according to their terms and the provisions of Section 3.073.7. Such right to require the repurchase of the Securities shall not continue after a discharge of the Company from its obligations with respect to the Securities in accordance with Article IVFour, unless a Fundamental Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, except as otherwise provided in Section 14.02(j), by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price; provided that payment may not be made in Common Stock unless at the time of payment such stock is listed on a national securities exchange or quoted on the Nasdaq National Market. For purposes of this Section, the fair market value of shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the Closing Prices Per Share for the five consecutive Trading Days ending on and including the third Trading Day immediately preceding the Repurchase Date. Whenever in this Indenture (including Sections 2.2, 3.1, 5.1(1) and 5.8) there is a reference, in any context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made.

Right to Require Repurchase. In the event that a Change in --------------------------- Control (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 10.2, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's SecuritiesSecurities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S. $1,000 or any integral multiple of U.S. $1,000 (provided that no single Security may be repurchased in part unless the portion of the principal amount of such Security to be Outstanding after such repurchase is equal to $1,000 or integral multiples of $1,000 in excess thereof), on the date (the "Repurchase Date") specified by the Company that is 45 not less than 40 nor more than 60 days after the date of the Company Notice Offer to Purchase (as defined in Section 14.0210.3) at a purchase price equal to 100% of the principal amount of the Securities to be repurchased plus interest accrued to the Repurchase Date (the "Repurchase Price") plus interest accrued to the Repurchase Date); provided, however, that installments of interest on Securities whose Stated Maturity is on or prior to the Repurchase Date shall be payable to the Holders of such Securities, or one or more Predecessor Subordinated Securities, registered as such on the relevant Record Date according to their terms and the provisions of Section 3.071.2 of this Supplemental Indenture and Section 2.07 of the Subordinated Indenture. Such right to require the repurchase of the Securities shall not continue after a discharge of the Company from its obligations with respect to the Securities in accordance with Article IVEleven of the Subordinated Indenture, unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, except as otherwise provided in subject to the fulfillment by the Company of the conditions set forth Section 14.02(j)10.2, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price; provided that payment may not be made in Common Stock unless at the time of payment such stock is listed on a national securities exchange or quoted on the Nasdaq National Market. For purposes of this Section, the fair market value of shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the Closing Prices Per Share for the five consecutive Trading Days ending on and including the third Trading Day immediately preceding the Repurchase Date. Whenever in this the Indenture (including Sections 1.1, 2.2, 4.1(1) of the Supplemental Indenture and Section 14.03 of the Subordinated Indenture) there is a reference, in any context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Supplemental Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Supplemental Indenture when such express mention is not made; provided, however, that for the purposes of Article IX such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash.

Right to Require Repurchase. In the event that If a Fundamental Change in Control (as hereinafter defined) shall occuroccurs, then each Holder shall have the right, at the Holder's option, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, for cash some or all of such Holder's SecuritiesNotes not theretofore called for redemption, or any portion of the principal amount Original Principal Amount thereof that is equal to U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof (provided that no single Note may be repurchased in part unless the portion of the Original Principal Amount of such Note to be outstanding after such repurchase is equal to U.S. $1,000 or integral multiples of U.S. $1,000 in excess thereof, on the date ). The Company shall offer a payment (the "Repurchase DateREPURCHASE PRICE") that is 45 days after the date of the Company Notice (as defined in Section 14.02) at a purchase price equal to 100% of the principal amount Accreted Principal Amount of the Securities Notes to be repurchased plus any accrued and unpaid interest (the "Repurchase Price"including Deferred Interest and Liquidated Damages, if any) plus interest accrued to but excluding the Repurchase Date; provided, however, that installments of interest on Securities whose Stated Maturity is unless such Repurchase Date falls after a Regular Record Date and on or prior to the Repurchase corresponding Interest Payment Date, in which case the Company will pay the full amount of accrued and unpaid interest (including Liquidated Damages, if any, but excluding any Deferred Interest) payable on such Interest Payment Date to the holder of record at the close of business on the corresponding Regular Record Date, but any accrued Deferred Interest shall be payable paid to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Record Date according to their terms and the provisions of Section 3.07. Such right to require the repurchase of the Securities shall not continue after a discharge of the Company from its obligations with respect to the Securities in accordance with Article IV, unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, except as otherwise provided in Section 14.02(j), by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price; provided that payment may not be made in Common Stock unless at the time of payment such stock is listed on a national securities exchange or quoted on the Nasdaq National Market. For purposes of this Section, the fair market value of shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the Closing Prices Per Share Holder tendering Notes for the five consecutive Trading Days ending on and including the third Trading Day immediately preceding the Repurchase Daterepurchase. Whenever in this Indenture there is a reference, in any context, to the principal Accreted Principal Amount of any Security Note as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Security Note to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made.

Right to Require Repurchase. In the event that a Change in Control (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 15.3, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's Securities, or any portion of the principal amount thereof that is equal to U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof, on the date (the "Repurchase Date") that is 45 days after the date of the Company Notice (as defined in Section 14.0215.3) at a purchase price equal to 100% of the principal amount of the Securities to be repurchased plus interest accrued to the Repurchase Date (the "Repurchase Price") plus interest accrued to the Repurchase Date); provided, however, that installments of interest on Securities whose Stated Maturity is on or prior to the Repurchase Date shall be payable payable, in cash, to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Record Date according to their terms and the provisions of Section 3.073.7. Such right to require the repurchase of the Securities shall not continue after a discharge of the Company from its obligations with respect to the Securities in accordance with Article IV, unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, except as otherwise provided in Section 14.02(j), by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price; provided that payment may not be made in Common Stock unless at the time of payment such stock is listed on a national securities exchange or quoted on the Nasdaq National Market. For purposes of this Section, the fair market value of shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the Closing Prices Per Share for the five consecutive Trading Days ending on and including the third Trading Day immediately preceding the Repurchase Date. Whenever in this Indenture there is a reference, in any context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made; provided that for purposes of Article XIV, such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash.

Right to Require Repurchase. In the event that a Change in of Control (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 1402, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's Securities, or any portion of the principal amount thereof that is equal to U.S. $1,000 or any an integral multiple of U.S. $1,000 in excess thereof, on the date (the "Repurchase Date") that is 45 days after the date of the Company Notice (as defined in Section 14.021403) at a purchase price equal to 100% of the principal amount of the Securities to be repurchased plus interest accrued to the Repurchase Date (the "Repurchase Price") plus interest accrued to the Repurchase Date); provided, however, that installments of interest on Securities whose Stated Maturity is on or prior to the Repurchase Date shall be payable in cash to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular Record Date according to their terms and the provisions of Section 3.07307. Such right to require the repurchase of the Securities shall not continue after a discharge of the Company from its obligations with respect to the Securities in accordance with Article IVFour, unless a Change in of Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, except as otherwise provided in subject to the fulfillment by the Company of the conditions set forth Section 14.02(j)1402, by delivery of shares of Common Stock having a fair market value equal to the Repurchase PricePrice provided; provided however, that payment may not be made in Common Stock unless at failure of the time of payment such stock is listed on a national securities exchange or quoted Company to pay the Repurchase Price on the Nasdaq National Market. For purposes of this Section, the fair market value Repurchase Date either in cash or by delivery of shares of Common Stock shall be determined by constitute an Event of Default for purposes of Section 501(1) hereof notwithstanding the Company and shall be equal Company's inability to 95% of the average of the Closing Prices Per Share for the five consecutive Trading Days ending on and including the third Trading Day immediately preceding the Repurchase Datecomply with provisions or satisfy any conditions set forth in Section 1402. Whenever in this Indenture (including Sections 202, 301, 501(2) and 508) there is a reference, in any an context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made; provided that for the purposes of Article Twelve such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash.

Right to Require Repurchase. In the event that a Fundamental Change in Control (as hereinafter defined) shall occuroccur at any time prior to __________, 2006, then each Holder shall have the right, at the Holder's option, to require the Company Issuers to repurchase, and upon the exercise of such right the Company Issuers shall repurchase, all of such Holder's Securities, or any portion of the principal amount thereof that is equal to U.S. $1,000 U.S.$1,000 principal amount at maturity at their accreted value or any integral multiple of U.S. $1,000 in excess thereof, on the date (the "Repurchase DateFUNDAMENTAL CHANGE REDEMPTION DATE") (or if such date is not a Business Day, the next succeeding Business Day) that is 45 days after the date of the Company Notice (as defined in Section 14.02) at a purchase price equal to 100% the Fundamental Change Redemption Price set forth in the form of Security. The Issuers shall also pay accrued interest, if any, on such Securities to, but excluding, the principal amount of the Securities to be repurchased (the "Repurchase Price") plus interest accrued to the Repurchase Fundamental Change Redemption Date; provided, however, that installments of interest on Securities whose Stated Maturity is on or prior to the Repurchase Fundamental Change Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Regular Record Date according to their terms and the provisions of Section 3.07. Such right to require the repurchase of the Securities shall not continue after a discharge of the Company Issuers from its obligations with respect to the Securities in accordance with Article IV4, unless a Fundamental Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, except as otherwise provided in Section 14.02(j), by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price; provided that payment may not be made in Common Stock unless at the time of payment such stock is listed on a national securities exchange or quoted on the Nasdaq National Market. For purposes of this Section, the fair market value of shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the Closing Prices Per Share for the five consecutive Trading Days ending on and including the third Trading Day immediately preceding the Repurchase Date. Whenever in this Indenture (including Sections 2.02, 3.01, 5.01(a) and 5.08) there is a reference, in any context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Fundamental Change Redemption Price payable in respect of such Security to the extent that such Repurchase Fundamental Change Redemption Price is, was or would be so payable at such time, and express mention of the Repurchase Fundamental Change Redemption Price in any provision of this Indenture shall not be construed as excluding the Repurchase Fundamental Change Redemption Price in those provisions of this Indenture when such express mention is not made.

Right to Require Repurchase. In the event that a Change in Control (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 15.3, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's Securities, or any portion of the principal amount thereof that is equal to U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof, on the date (the "Repurchase Date") that is 45 days after the date of the Company Notice (as defined in Section 14.0215.3) at a purchase price equal to 100% of the principal amount of the Securities to be repurchased plus interest accrued to the Repurchase Date (the "Repurchase Price") plus interest accrued to the Repurchase Date); provided, however, that installments -------- ------- of interest on Securities whose Stated Maturity is on or prior to the Repurchase Date shall be payable payable, in cash, to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Record Date according to their terms and the provisions of Section 3.073.7. Such right to require the repurchase of the Securities shall not continue after a discharge of the Company from its obligations with respect to the Securities in accordance with Article IV, unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, except as otherwise provided subject to the fulfillment by the Company of the conditions set forth in Section 14.02(j)15.2, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price; provided that payment may not be made in Common Stock unless at the time of payment such stock is listed on a national securities exchange or quoted on the Nasdaq National Market. For purposes of this Section, the fair market value of shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the Closing Prices Per Share for the five consecutive Trading Days ending on and including the third Trading Day immediately preceding the Repurchase Date. Whenever in this Indenture there is a reference, in any context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made; provided that for purposes of Article XIV, such reference shall be -------- deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash.

Right to Require Repurchase. In the event that a Change in Control (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 12.2, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's SecuritiesSecurities not theretofore called for redemption, or any portion of the principal amount Accreted Value thereof that is equal to U.S. $1,000 or any greater integral multiple of U.S. $1,000 in excess thereof1,000, on the date (the "Repurchase DateREPURCHASE DATE") that is 45 days after the date of fixed by the Company Notice (as defined in Section 14.02) at a cash purchase price equal to 100101% of the principal amount Accreted Value of the Securities to be repurchased repurchased, plus the difference between the Accreted Value of such Securities and such principal amount, plus interest accrued and unpaid to the Repurchase Date (the "Repurchase PriceREPURCHASE PRICE") plus interest accrued to the Repurchase Date); providedPROVIDED, howeverHOWEVER, that installments instalments of interest on Securities whose Stated Maturity is on or prior to the Repurchase Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Record Date according to their terms and the provisions of Section 3.073.6. The Repurchase Date will be determined by the Company in the following manner: (i) the Company will give notice of the Change in Control as contemplated in Section 12.3(1); (ii) each Holder electing to exercise the repurchase right must deliver, on or before the 30th day (or such greater period as may be required by applicable law) after the date of the Company's notice provided in provision (i) above: (A) irrevocable written notice to the trustee of such Holder's exercise of its repurchase right, and (B) the Securities with respect to which such repurchase right is being exercised; and (iii) the Company will make the repurchase on a date that is no later than 45 days after the Holder has delivered the notice provided in proviso (ii) above. Such right to require the repurchase of the Securities shall not continue after a discharge of the Company from its obligations with respect to the Securities in accordance with Article IV, 4 unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, except as otherwise provided subject to the fulfillment by the Company of the conditions set forth in Section 14.02(j)12.2, by delivery of shares Ordinary Shares or in a combination of Common Stock cash and Ordinary Shares having a fair market value equal to the Repurchase Price; provided that payment may not be made in Common Stock unless at the time of payment such stock is listed on a national securities exchange or quoted on the Nasdaq National Market. For purposes of this Section, the fair market value of shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the Closing Prices Per Share for the five consecutive Trading Days ending on and including the third Trading Day immediately preceding the Repurchase Date. Whenever in this Indenture (including Sections 3.1, 5.1(1) and 5.8) there is a reference, in any context, context to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price that has become and remains payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made; PROVIDED, HOWEVER, that for the purposes of Article 12 such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash. For purposes of this Section 12.1, the fair market value of Ordinary Shares or ADSs shall be determined by the Company and shall be equal to 90% of the Volume Weighted Average Price of the Ordinary Shares or ADSs for the 30 consecutive Trading Day period immediately preceding and including the third Trading Day prior to the Repurchase Date.

Right to Require Repurchase. In the event that a Change in Control (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 14.2, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's SecuritiesSecurities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S. $1,000 U.S.$1,000 or any integral multiple of U.S. $1,000 in excess thereof, on the date (the "Repurchase Date") that is 45 days after the date of the Company Notice (as defined in Section 14.0214.3) at a purchase price equal to 100% of the principal amount of the Securities to be repurchased plus interest accrued to the Repurchase Date (the "Repurchase Price") plus interest accrued to the Repurchase Date); providedPROVIDED, howeverHOWEVER, that installments of interest on Securities whose Stated Maturity is on or prior to the Repurchase Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Record Date according to their terms and the provisions of Section 3.073.7. Such right to require the repurchase of the Securities shall not continue after a discharge of the Company from its obligations with respect to the Securities in accordance with Article IVFour, unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, except as otherwise provided in subject to the fulfillment by the Company of the conditions set forth Section 14.02(j)14.2, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price; provided that payment may not be made in Common Stock unless at the time of payment such stock is listed on a national securities exchange or quoted on the Nasdaq National Market. For purposes of this Section, the fair market value of shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the Closing Prices Per Share for the five consecutive Trading Days ending on and including the third Trading Day immediately preceding the Repurchase Date. Whenever in this Indenture (including Sections 2.2, 3.1, 5.1(1) and 5.8) there is a reference, in any context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made; PROVIDED, HOWEVER, that for the purposes of Article Thirteen such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash.

Right to Require Repurchase. In the event that a Fundamental Change in Control (as hereinafter defined) shall occuroccur at any time prior to __________, 2007, then each Holder shall have the right, at the Holder's option, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's Securities, or any portion of the principal amount thereof that is equal to U.S. $1,000 or any U.S.$1,000 principal amount integral multiple of U.S. $1,000 in excess thereof, on the date (the "Repurchase Fundamental Change Redemption Date") (or if such date is not a Business Day, the next succeeding Business Day) that is 45 30 days after the date of the Company Notice (as defined in Section 14.02) at a purchase price equal to 100% the Fundamental Change Redemption Price set forth in the form of Security. The Company shall also pay accrued interest, if any, on such Securities to, but excluding, the principal amount of the Securities to be repurchased (the "Repurchase Price") plus interest accrued to the Repurchase Fundamental Change Redemption Date; provided, however, that installments of interest on Securities whose Stated Maturity is on or prior to the Repurchase Fundamental Change Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Regular Record Date according to their terms and the provisions of Section 3.07. Such right to require the repurchase of the Securities shall not continue after a discharge of the Company from its obligations with respect to the Securities in accordance with Article IV4, unless a Fundamental Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, except as otherwise provided in Section 14.02(j), by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price; provided that payment may not be made in Common Stock unless at the time of payment such stock is listed on a national securities exchange or quoted on the Nasdaq National Market. For purposes of this Section, the fair market value of shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the Closing Prices Per Share for the five consecutive Trading Days ending on and including the third Trading Day immediately preceding the Repurchase Date. Whenever in this Indenture (including Sections 2.02, 3.01, 5.01(a) and 5.08) there is a reference, in any context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Fundamental Change Redemption Price payable in respect of such Security to the extent that such Repurchase Fundamental Change Redemption Price is, was or would be so payable at such time, and express mention of the Repurchase Fundamental Change Redemption Price in any provision of this Indenture shall not be construed as excluding the Repurchase Fundamental Change Redemption Price in those provisions of this Indenture when such express mention is not made.

Right to Require Repurchase. In the event that a Change in Control (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 602, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's SecuritiesNotes not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof (provided that no single Note may be repurchased in part unless the portion of the principal amount of such Note to be Outstanding after such repurchase is equal to $1,000 or integral multiples of $1,000 in excess thereof), on the date (the "Repurchase Date") that is 45 days after the date of the Company Notice (as defined in Section 14.02603) at a purchase price equal to 100% of the principal amount of the Securities Notes to be repurchased plus interest accrued to, but excluding, the Repurchase Date (the "Repurchase Price") plus interest accrued to the Repurchase Date); provided, however, that installments of interest on Securities Notes whose Stated Maturity is on or prior to the Repurchase Date shall be payable to the Holders of such SecuritiesNotes, or one or more Predecessor SecuritiesNotes, registered as such on the relevant Record Date according to their terms and the provisions of Section 3.07307 of the Indenture. Such right to require the repurchase of the Securities Notes shall not continue after a discharge of the Company from its obligations with respect to the Securities Notes in accordance with Article IVFour of the Indenture, unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, except as otherwise provided in subject to the fulfillment by the Company of the conditions set forth Section 14.02(j)602, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price; provided that payment may not be made in Common Stock unless at the time of payment such stock is listed on a national securities exchange or quoted on the Nasdaq National Market. For purposes of this Section, the fair market value of shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the Closing Prices Per Share for the five consecutive Trading Days ending on and including the third Trading Day immediately preceding the Repurchase Date. Whenever in this Supplemental Indenture or the Indenture (including, without limitation, in the Form of Note, Section 101 of this Supplemental Indenture, and Sections 501(1) and 508 of the Indenture) there is a reference, in any context, to the principal of any Security Note as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Security Note to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Supplemental Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Supplemental Indenture or Indenture when such express mention is not made.express

Right to Require Repurchase. In the event that a Change in --------------------------- Control (as hereinafter defined) shall occur, then each Holder holder shall have the right, at the Holderholder's option, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holderholder's Securities, or any portion of the principal amount thereof that is an integral multiple of $1,000 (provided that no single Security may be repurchased in part unless the portion of the principal amount of such Security to be outstanding after such repurchase is equal to U.S. $1,000 or any an integral multiple of U.S. $1,000 in excess thereof1,000), on the date (the "Repurchase Date") that is 45 30 days after --------------- the date of the Company Notice (as defined in Section 14.0216.2) for cash at a ------------ purchase price equal to 100% of the principal amount of the Securities to be repurchased (the "Repurchase Price") ---------------- plus interest accrued to and unpaid interest to, but excluding, the Repurchase Date; provided. The Company covenants that, however, that installments of interest on Securities whose Stated Maturity is on or prior to the Repurchase Date mailing of the Company Notice, the Company shall be payable (i) repay in full all Senior Indebtedness or offer to repay in full all Senior Indebtedness the Holders terms of which prohibit the payment of the Securities prior to such Securities, Senior Indebtedness upon a Change in Control or one or more Predecessor Securities, registered as (ii) obtain the requisite consent of the holders of any such on the relevant Record Date according Senior Indebtedness to their terms and the provisions of Section 3.07. Such right to require permit the repurchase of the Securities pursuant to this Article XVI. The Company shall not continue after first comply with the covenant in the preceding sentence before it shall be required to repurchase Securities pursuant to this Article XVI. The Company also covenants that, upon a discharge of Change in Control, the Company from its obligations with respect will not make any payment to or for the benefit of any holder of any securities that are "junior" in right of payment to the Securities in accordance with Article IV(including, unless a Change in Control shall have occurred prior to such discharge. At the option but not limited to, holders of the Company, the Repurchase Price may be paid in cash or, except as otherwise provided in Section 14.02(jNew Preferred Stock), by delivery of shares of Common Stock having until a fair market value equal to the Repurchase Price; provided that payment may not be made in Common Stock unless at the time of payment such stock is listed on a national securities exchange or quoted on the Nasdaq National Market. For purposes of this Section, the fair market value of shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the Closing Prices Per Share for the five consecutive Trading Days ending on and including the third Trading Day immediately preceding date following the Repurchase Date. Whenever in this Indenture there is a reference, in any context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made.

Right to Require Repurchase. In the event that a Change in Control (as hereinafter defined) shall occur, and the Company shall not have redeemed the Notes pursuant to Section 3.02 by the applicable Change in Control Redemption Date, then each Holder shall have the right, at the Holder's option, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's SecuritiesNotes not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof (provided that no single Note may be repurchased in part unless the portion of the principal amount of such Note to be Outstanding after such repurchase is equal to U.S. $1,000 or integral multiples of U.S. $1,000 in excess thereof), on the date (the "Repurchase Date") that is 45 days after the date of the Company Notice (as defined in Section 14.024.02) (or if such date is not a Business Day then the next succeeding Business Day) at a purchase price equal to 100% of the principal amount of the Securities Notes to be repurchased plus interest accrued but unpaid to, but excluding, the Repurchase Date (the "Repurchase Price") plus interest accrued to the Repurchase Date); provided, however, that installments of interest on Securities Notes whose Stated Final Maturity Date is on or prior to the Repurchase Date shall be payable to the Holders of such SecuritiesNotes, or one or more Predecessor SecuritiesNotes, registered as such on the relevant Record Date according to their terms and the provisions of Section 3.072.03. Such right to require the repurchase of the Securities Notes shall not continue after a discharge of the Company from its obligations with respect to the Securities Notes in accordance with Article IV13, unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, except as otherwise provided in Section 14.02(j), by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price; provided that payment may not be made in Common Stock unless at the time of payment such stock is listed on a national securities exchange or quoted on the Nasdaq National Market. For purposes of this Section, the fair market value of shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the Closing Prices Per Share for the five consecutive Trading Days ending on and including the third Trading Day immediately preceding the Repurchase Date. Whenever in this Indenture there is a reference, in any context, to the principal of any Security Note as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Security Note to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made.

Right to Require Repurchase. In the event that a Change in of Control (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 15.3, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's Securities, or any portion of the principal amount thereof that is equal to U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof, on the date (the "Repurchase Date") that is 45 days after the date of the Company Notice (as defined in Section 14.0215.3) at a purchase price equal to 100% of the principal amount of the Securities to be repurchased plus interest accrued to the Repurchase Date (the "Repurchase Price") plus interest accrued to the Repurchase Date); providedPROVIDED, howeverHOWEVER, that installments of interest on Securities whose Stated Maturity is on or prior to the Repurchase Date shall be payable payable, in cash, to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Record Date according to 106 their terms and the provisions of Section 3.073.7. Such right to require the repurchase of the Securities shall not continue after a discharge of the Company from its obligations with respect to the Securities in accordance with Article IV, unless a Change in of Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, except as otherwise provided subject to the fulfillment by the Company of the conditions set forth in Section 14.02(j)15.2, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price; provided that payment may not be made in Common Stock unless at the time of payment such stock is listed on a national securities exchange or quoted on the Nasdaq National Market. For purposes of this Section, the fair market value of shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the Closing Prices Per Share for the five consecutive Trading Days ending on and including the third Trading Day immediately preceding the Repurchase Date. Whenever in this Indenture there is a reference, in any context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made; PROVIDED that for purposes of Article XIV, such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash.

Right to Require Repurchase. In the event that a Change in Control (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 12.2, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's SecuritiesSecurities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S. $1,000 U.S.$1,000 or any greater integral multiple of U.S. $1,000 in excess thereofU.S.$1,000, on the date (the "Repurchase DateREPURCHASE DATE") that is 45 days after the date of fixed by the Company Notice (as defined in Section 14.02) at a cash purchase price equal to 100101% of the principal amount of the Securities to be repurchased (the "Repurchase Price") plus interest accrued to the Repurchase DateDate (the "REPURCHASE PRICE"); provided, however, that installments of interest on Securities whose Stated Maturity is on or prior to the Repurchase Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Record Date according to their terms and the provisions of Section 3.072.8. The Repurchase Date will be determined by the Company in the following manner: (i) the Company will give notice of the Change in Control as contemplated in Section 12.3(a); (ii) each Holder electing to exercise the repurchase right must deliver, on or before the thirtieth (30th) day (or such greater period as may be required by applicable law) after the date of the Company's notice provided in provision (i) above: (A) irrevocable written notice to the trustee of such Holder's exercise of its repurchase right, and (B) the Securities with respect to which such repurchase right is being exercised; and (iii) the Company will make the repurchase on a date that is no later than 45 days after the Holder has delivered the notice provided in proviso (ii) above. Such right to require the repurchase of the Securities shall not continue after a discharge of the Company from its obligations with respect to the Securities in accordance with Article IV, Three unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, except as otherwise provided in subject to the fulfillment by the Company of the conditions set forth Section 14.02(j)12.2, by delivery of shares of Common Stock or in a combination of cash and Common Stock having a fair market value equal to the Repurchase Price; provided that payment may not be made in Common Stock unless at the time of payment such stock is listed on a national securities exchange or quoted on the Nasdaq National Market. For purposes of this Section, the fair market value of shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the Closing Prices Per Share for the five consecutive Trading Days ending on and including the third Trading Day immediately preceding the Repurchase Date. Whenever in this Indenture (including Sections 2.2, 4.1(a) and 4.8) there is a reference, in any context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price that has become and remains payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made; provided, however, that for the purposes of Article Eleven such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash. For purposes of this Section 12.1, the fair market value of shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the closing price per share of the Common Stock on The Nasdaq National Market or the principal exchange on which the Common Stock is traded for each of the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the Repurchase Date.

Right to Require Repurchase. In the event that a Change in Control (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 13.2, to require the Company to repurchase, and upon ------------ the exercise of such right the Company shall repurchase, all of such Holder's SecuritiesSecurities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S. $1,000 U.S.$1,000 or any integral multiple of U.S. $1,000 in excess thereofU.S.$1,000, on the date (the "Repurchase Date") that is 45 days after the date of the Company Notice (as defined in Section 14.0213.3) at a purchase price equal to ------------ 100% of the principal amount of the Securities to be repurchased plus interest accrued to the Repurchase Date (the "Repurchase Price") plus interest accrued to the Repurchase Date); provided, however, that -------- ------- installments of interest on Securities whose Stated Maturity is on or prior to the Repurchase Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Record Date according to their terms and the provisions of Section 3.073.7. Such right to ----------- require the repurchase of the Securities shall not continue after a discharge of the Company from its obligations with respect to the Securities in accordance with Article IVFour, unless a Change in Control shall have occurred prior to such ------------ discharge. At the option of the Company, the Repurchase Price may be paid in cash or, except as otherwise provided in subject to the fulfillment by the Company of the conditions set forth Section 14.02(j)13.2, by delivery of shares of Common Stock having a fair market value ------------ equal to the Repurchase Price; provided that payment may not be made in Common Stock unless at the time of payment such stock is listed on a national securities exchange or quoted on the Nasdaq National Market. For purposes of this Section, the fair market value of shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the Closing Prices Per Share for the five consecutive Trading Days ending on and including the third Trading Day immediately preceding the Repurchase Date. Whenever in this Indenture (including Sections -------- 2.2, 3.1, 5.1(1) and 5.8) there is a reference, in any context, to the principal --- ----------- --- of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made; provided, however, that for the -------- ------- purposes of Article Thirteen such reference shall be deemed to include reference ---------------- to the Repurchase Price only to the extent the Repurchase Price is payable in cash.

Right to Require Repurchase. In the event that there shall occur --------------------------- a Change in Control (as hereinafter defined) shall occurDesignated Event with respect to the Company, then each Holder Securityholder shall have the right, at the Holdersuch Securityholder's option, but subject to the provisions of Article 11 of the Indenture, to require the Company to repurchasepurchase, and upon the exercise of such right the Company shall repurchasepurchase, all or any part of such HolderSecurityholder's Securities, or any portion of the principal amount thereof that Securities which is equal to U.S. $1,000 or any an integral multiple of U.S. $1,000 in excess thereof, on thereof promptly following the date (the "Repurchase Date") that is 45 30 days after the date of the Company Notice (as defined in Section 14.02) Notice, at a purchase price equal to 100% of the principal amount, together with accrued and unpaid interest to the date fixed for repurchase. To exercise a repurchase right, a Securityholder shall deliver to the Company (or an agent designated by the Company for such purpose in the Company Notice), on or before the 30th day after the date of the Company Notice, (i) written notice of the Securityholder's exercise of such right, which notice shall set forth the name of the Securityholder, the principal amount of the Security or Securities (or portion of a Security) to be repurchased, and a statement that an election to exercise the repurchase right is being made thereby, and (ii) the Security or Securities with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. If the Repurchase Date falls between any record date for the payment of interest on the Securities and the next succeeding interest payment date, Securities to be repurchased (the "Repurchase Price") plus interest accrued must be accompanied by payment of an amount equal to the Repurchase Date; provided, however, interest thereon which the registered holder thereof is to receive on such interest payment date. Any Securityholder that installments of interest on Securities whose Stated Maturity is on or prior has delivered to the Repurchase Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Record Date according to their terms and the provisions of Section 3.07. Such Trustee its written notice exercising its right to require the Company to repurchase its Securities upon the occurrence of a Designated Event shall have the Securities shall not continue after a discharge right to withdraw such notice of the Company from its obligations with respect withdrawal to the Securities Trustee prior to the close of business on such date. A Security in respect of which a Securityholder is exercising its option to require repurchase upon the occurrence of a Designated Event may be converted into Common Stock in accordance with Article IV, unless a Change in Control shall have occurred prior to such discharge. At the option 10 of the Company, Indenture only if such Securityholder withdraws its notice in accordance with the Repurchase Price may be paid in cash or, except as otherwise provided in Section 14.02(j), by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price; provided that payment may not be made in Common Stock unless at the time of payment such stock is listed on a national securities exchange or quoted on the Nasdaq National Market. For purposes of this Section, the fair market value of shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the Closing Prices Per Share for the five consecutive Trading Days ending on and including the third Trading Day immediately preceding the Repurchase Date. Whenever in this Indenture there is a reference, in any context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not madesentence.

Right to Require Repurchase. In the event that a Change in Control (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 12.2, to require the Company to repurchase, and upon the exercise of ------------ such right the Company shall repurchase, all of such Holder's SecuritiesSecurities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S. $1,000 U.S.$1,000 or any greater integral multiple of U.S. $1,000 in excess thereofU.S.$1,000, on the date (the "Repurchase Date") that is 45 days after the date of fixed by the Company Notice (as defined in Section 14.02) at --------------- a cash purchase price equal to 100% of the principal amount of the Securities to be repurchased (the "Repurchase Price") plus interest accrued to the Repurchase DateDate (the "Repurchase ---------- Price"); provided, however, that installments of interest on Securities whose ----- Stated Maturity is on or prior to the Repurchase Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Record Date according to their terms and the provisions of Section 3.072.8. The Repurchase Date will be determined by the Company in the ----------- following manner: (i) the Company will give notice of the Change in Control as contemplated in Section 12.3(a); (ii) each Holder electing to exercise the repurchase right must deliver, on or before the thirtieth (30th) day (or such greater period as may be required by applicable law) after the date of the Company's notice provided in provision (i) above: (A) irrevocable written notice to the trustee of such Holder's exercise of its repurchase right, and (B) the Securities with respect to which such repurchase right is being exercised; and (iii) the Company will make the repurchase on a date that is no later than 45 days after the Holder has delivered the notice provided in proviso (ii) above. Such right to require the repurchase of the Securities shall not continue after a discharge of the Company from its obligations with respect to the Securities in accordance with Article IV, Three unless a Change in Control shall have occurred ------------- prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, except as otherwise provided in subject to the fulfillment by the Company of the conditions set forth Section 14.02(j)12.2, by delivery of shares of Common Stock or in a ------------ combination of cash and Common Stock having a fair market value equal to the Repurchase Price; provided that payment may not be made in Common Stock unless at the time of payment such stock is listed on a national securities exchange or quoted on the Nasdaq National Market. For purposes of this Section, the fair market value of shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the Closing Prices Per Share for the five consecutive Trading Days ending on and including the third Trading Day immediately preceding the Repurchase Date. Whenever in this Indenture (including Sections 2.2, 4.1(a) and -------------------- 4.8) there is a reference, in any context, to the principal of any Security as --- of any time, such reference shall be deemed to include reference to the Repurchase Price that has become and remains payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made; provided, however, that for the purposes of Article Eleven such reference shall be deemed -------------- to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash. For purposes of this Section 12.1, the fair market value of shares of ------------ Common Stock shall be determined by the Company and shall be equal to 95% of the average of the closing price per share of the Common Stock or the principal exchange on which the Common Stock is traded in on The Nasdaq National Market for each of the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the Repurchase Date.

Right to Require Repurchase. In the event that a Change in Control (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 12.2, to require the Company to repurchase, ------------ and upon the exercise of such right the Company shall repurchase, all of such Holder's SecuritiesSecurities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S. $1,000 U.S.$5,000 or any greater integral multiple of U.S. $1,000 in excess thereofU.S.$1,000, on the date (the "Repurchase Date") that is 45 days after the date of the Company Notice (as defined in Section 14.0212.3) at a purchase ------------ price equal to 100% of the principal amount of the Securities to be repurchased plus interest accrued to the Repurchase Date (the "Repurchase Price") plus interest accrued to the Repurchase Date); provided, -------- however, that installments of interest on Securities whose Stated Maturity is on ------- or prior to the Repurchase Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Record Date according to their terms and the provisions of Section 3.073.7. ----------- Such right to require the repurchase of the Securities shall not continue after a discharge of the Company from its obligations with respect to the Securities in accordance with Article IVFour, unless a Change in Control shall have occurred ------------ prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, except as otherwise provided in subject to the fulfillment by the Company of the conditions set forth Section 14.02(j)12.2, by delivery of shares of Common Stock having a fair ------------ market value equal to the Repurchase Price; provided that payment may not be made in Common Stock unless at the time of payment such stock is listed on a national securities exchange or quoted on the Nasdaq National Market. For purposes of this Section, the fair market value of shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the Closing Prices Per Share for the five consecutive Trading Days ending on and including the third Trading Day immediately preceding the Repurchase Date. Whenever in this Indenture (including Sections 2.2, 3.1, 5.1(1) and 5.8) there is a reference, in any ------------ --- ------ --- context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made.

Right to Require Repurchase. In the event that a Change in Control (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's Securities, or any portion of the principal amount thereof that is equal to U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof, on the date (the "Repurchase Date") that is 45 days after the date of the Company Notice (as defined in Section 14.02paragraph (b) below) at a purchase price equal to 100% of the principal amount of the Securities to be repurchased (the "Repurchase Price") plus together with interest accrued to the Repurchase Date; providedPROVIDED, howeverHOWEVER, that installments of interest on Securities whose Stated Maturity is on or prior to the Repurchase Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, Securities registered as such on the relevant Record Date according to their terms and the provisions of Section 3.074.1. Such right to require the repurchase of the Securities shall not continue after a discharge of the Company from its obligations with respect to the Securities in accordance with Article IVEight, unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, except as otherwise provided in Section 14.02(j)paragraph (b)(7) below, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price; provided PROVIDED that payment may not be made in Common Stock unless at the time of payment such stock is listed on a national securities exchange or quoted on the Nasdaq National Market. For purposes of this Section, the fair market value of shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the Closing Prices Per Share Price of the Common Stock for the five consecutive Trading Days ending on and including the third Trading Day immediately preceding the Repurchase Date. Whenever in this Indenture there is a reference, in any context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made.

Right to Require Repurchase. In the event that a Fundamental Change in Control (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's SecuritiesNotes, or any portion of the principal amount thereof that is equal to U.S. $1,000 U.S.$1,000 or any integral multiple thereof (provided that no single Note may be repurchased in part unless the portion of U.S. $1,000 the principal amount of such Note to be Outstanding after such repurchase is equal to U.S.$1,000 or integral multiples of U.S.$1,000 in excess thereof), on the date (the "Repurchase Date") that is 45 days after the date of the Company 75 Notice (as defined in Section 14.0216.2) at a purchase price equal to 100% the following prices (expressed as percentages of the principal amount of the Securities to be repurchased thereof) (the "Repurchase Price") in the event of a Fundamental Change occurring during the 12-month period beginning March 1 of the years set forth below (plus interest accrued to to, but excluding, the Repurchase Date): Year Repurchase Price ---- ---------------- 1998 % 1999 2000 and thereafter at the Redemption Price that would then be applicable as set forth on the reverse of the form of Note for the years therein indicated, attached hereto as Exhibit A; provided that if the Applicable Price with respect to the Fundamental Change is less than the Reference Market Price, the Company shall repurchase such Notes at a price equal to the foregoing Repurchase Price multiplied by the fraction obtained by dividing the Applicable Price by the Reference Market Price; and provided, howeverfurther, that installments of if the Repurchase Date is March 1 or September 1, then the interest payable on Securities whose Stated Maturity is on or prior to the Repurchase Date shall be payable paid to the Holders holder or record of such Securities, or one or more Predecessor Securities, registered as such the Note on the relevant immediately preceding Record Date according to their terms and the provisions of Section 3.07Date. Such right to require the repurchase of the Securities Notes shall not continue after a discharge of the Company from its obligations with respect to the Securities Notes in accordance with Article IVXIII, unless a Fundamental Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, except as otherwise provided in Section 14.02(j), by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price; provided that payment may not be made in Common Stock unless at the time of payment such stock is listed on a national securities exchange or quoted on the Nasdaq National Market. For purposes of this Section, the fair market value of shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the Closing Prices Per Share for the five consecutive Trading Days ending on and including the third Trading Day immediately preceding the Repurchase Date. Whenever in this Indenture there is a reference, in any context, to the principal of any Security Note as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Security Note to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made.

Right to Require Repurchase. In the event that a Change in Control (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 15.3, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's Securities, or any portion of the principal amount thereof that is equal to U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof, on the date (the "Repurchase Date") that is 45 days after the date of the Company Notice (as defined in Section 14.0215.3) at a purchase price equal to 100% of the principal amount of the Securities to be repurchased plus interest accrued to the Repurchase Date (the "Repurchase Price") plus interest accrued to the Repurchase Date); provided, however, that installments of interest on Securities whose Stated Maturity is on or prior to the Repurchase Date shall be payable payable, in cash, to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Record Date according to their terms and the provisions of Section 3.073.7. Such right to require the repurchase of the Securities shall not continue after a discharge of the Company from its obligations with respect to the Securities in accordance with Article IV, unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, except as otherwise provided subject to the fulfillment by the Company of the conditions set forth in Section 14.02(j)15.2, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price; provided that payment may not be made in Common Stock unless at the time of payment such stock is listed on a national securities exchange or quoted on the Nasdaq National Market. For purposes of this Section, the fair market value of shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the Closing Prices Per Share for the five consecutive Trading Days ending on and including the third Trading Day immediately preceding the Repurchase Date. Whenever in this Indenture there is a reference, in any context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made; provided that for purposes of Article XIV, such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash.

Right to Require Repurchase. In the event that a Change in of Control (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, option to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's Securities, or any portion of the principal amount thereof that is equal to U.S. $1,000 or any an integral multiple of U.S. $1,000 in excess thereof, on the date (the "Repurchase Date") that is 45 days after the date of the Company Notice (as defined in Section 14.021403) at a purchase price equal to 100% of the principal amount of the Securities to be repurchased plus interest accrued to the Repurchase Date (the "Repurchase Price") plus interest accrued to the Repurchase Date); provided, however, that installments of interest on Securities whose Stated Maturity is on or prior to the Repurchase Date shall be payable in cash to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular Record Date according to their terms and the provisions of Section 3.07307. Such right to require the repurchase of the Securities shall not continue after a discharge of the Company from its obligations with respect to the Securities in accordance with Article IVFour, unless a Change in of Control shall have occurred prior to such discharge. At the option of the Company, the The Repurchase Price may shall be paid in cash or, except as otherwise provided in Section 14.02(j), by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price; provided that payment may not be made in Common Stock unless at the time of payment such stock is listed on a national securities exchange or quoted on the Nasdaq National Market. For purposes of this Section, the fair market value of shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the Closing Prices Per Share for the five consecutive Trading Days ending on and including the third Trading Day immediately preceding the Repurchase Datecash. Whenever in this Indenture (including Sections 202, 301, 501(2) and 508) there is a reference, in any an context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made; provided that for the purposes of Article Twelve such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash.

Right to Require Repurchase. In the event that a Change in Control (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's Securities, or any portion of the principal amount thereof that is equal to U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof, on the a date (the "Repurchase Date") fixed by the Company that is not less than 45 days nor more than 60 days after the date of the Company Notice (as defined in Section 14.02) at a purchase price equal to 100% of the principal amount of the Securities to be repurchased (the "Repurchase Price") plus interest accrued to the Repurchase Date; provided, however, that installments of interest on Securities whose Stated Maturity is on or prior to the Repurchase Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Record Date according to their terms and the provisions of Section 3.07. Such right to require the repurchase of the Securities shall not continue after a discharge of the Company from its obligations with respect to the Securities in accordance with Article IV4, unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, except as otherwise provided in Section 14.02(j), by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price; provided that payment may not be made in Common Stock unless at the time of payment such stock is listed on a national securities exchange or quoted on the Nasdaq National Market. For purposes of this Section, the fair market value of shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the Closing Prices Per Share for the five consecutive Trading Days ending on and including the third Trading Day immediately preceding the Repurchase Date. Whenever in this Indenture there is a reference, in any context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made.

Right to Require Repurchase. In the event that a Change in Control (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 602, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's SecuritiesNotes not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof (provided that no single Note may be repurchased in part unless -------- the portion of the principal amount of such Note to be Outstanding after such repurchase is equal to $1,000 or integral multiples of $1,000 in excess thereof), on the date (the "Repurchase Date") that is 45 days after the date of the Company Notice (as defined in Section 14.02603) at a purchase price equal to 100% of the principal amount of the Securities Notes to be repurchased plus interest accrued to, but excluding, the Repurchase Date (including any unpaid interest that has accrued during the Extension Period) (the "Repurchase Price") plus interest accrued to the Repurchase Date); provided, -------- however, that installments of interest on Securities Notes whose Stated Maturity is on or ------- prior to the Repurchase Date shall be payable to the Holders of such SecuritiesNotes, or one or more Predecessor SecuritiesNotes, registered as such on the relevant Record Date according to their terms and the provisions of Section 3.07307 of the Indenture. Such right to require the repurchase of the Securities Notes shall not continue after a discharge of the Company from its obligations with respect to the Securities Notes in accordance with Article IVFour of the Indenture, unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, except as otherwise provided in subject to the fulfillment by the Company of the conditions set forth Section 14.02(j)602, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price; provided that payment may not be made in Common Stock unless at the time of payment such stock is listed on a national securities exchange or quoted on the Nasdaq National Market. For purposes of this Section, the fair market value of shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the Closing Prices Per Share for the five consecutive Trading Days ending on and including the third Trading Day immediately preceding the Repurchase Date. Whenever in this Supplemental Indenture or the Indenture (including in the Form of Note, Section 101 of this Supplemental Indenture, and Sections 501(1) and 508 of the Indenture) there is a reference, in any context, to the principal of any Security Note as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Security Note to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Supplemental Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Supplemental Indenture or Indenture when such express mention is not made.; provided, -------- however, that for the purposes of Article Fifteen of the Indenture such ------- reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash. Section 602 Conditions to the Company's Election to Pay the Repurchase Price in Common Stock. The Company may elect to pay the Repurchase Price by delivery of shares of Common Stock pursuant to Section 601 if and only if the following conditions shall have been satisfied:

Right to Require Repurchase. In the event that a Change in of Control (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 1502, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's Securities____% Debentures, or any portion of the principal amount thereof that is equal to U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof, on the date (the "Repurchase Date") that is 45 days after the date of the Company Notice (as defined in Section 14.021503) at a purchase price equal to 100% of the principal amount of the Securities ____% Debentures to be repurchased plus interest accrued to the Repurchase Date (the "Repurchase Price") plus interest accrued to the Repurchase Date); provided, however, that installments of interest on Securities ____% Debentures whose Stated Maturity is on or prior to the Repurchase Date shall be payable to the Holders of such Securities____% Debentures, or one or more Predecessor Securities____% Debentures, registered as such at the close of business on the relevant Record Date according to their terms and the provisions of Section 3.07307. Such right to require the repurchase of the Securities ____% Debentures shall not continue after a discharge of the Company from its obligations with respect to the Securities ____% Debentures in accordance with Article IVFour, unless a Change in of Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid (i) subject to the provisions of Section 1502(B) in cash orcash, except as otherwise provided or (ii) subject to the fulfillment by the Company of the conditions set forth in Section 14.02(j1502(A), by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price; provided provided, however, that payment may not be made in Common Stock unless at failure of the time of payment such stock is listed on a national securities exchange or quoted Company to pay the Repurchase Price on the Nasdaq National Market. For purposes of this Section, the fair market value Repurchase Date either in cash or by delivery of shares of Common Stock shall be determined by constitute an Event of Default for purposes of Section 501(1) hereof notwithstanding the Company and shall be equal Company's inability to 95% comply with the provisions of the average of the Closing Prices Per Share for the five consecutive Trading Days ending on and including the third Trading Day immediately preceding the Repurchase Dateor satisfy any conditions set forth in Section 1502. Whenever in this Indenture (including Sections 202, 301, 501(1) and 508) there is a reference, in any context, to the principal of any Security (including, any % Debenture) as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made; provided, however, that for the purposes of Article Thirteen such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash.

Right to Require Repurchase. In the event that a Change in Control (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, but subject to the provisions of SECTION 13.2, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's SecuritiesSecurities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S. $1,000 U.S.$1,000 or any integral multiple of U.S. $1,000 in excess thereofU.S.$1,000, on the date (the "Repurchase Date") that is 45 days after the date of the Company Notice (as defined in Section 14.02SECTION 13.3) at a purchase price equal to 100% of the principal amount of the Securities to be repurchased plus interest accrued to the Repurchase Date (the "Repurchase Price") plus interest accrued to the Repurchase Date); providedPROVIDED, howeverHOWEVER, that installments of interest on Securities whose Stated Maturity is on or prior to the Repurchase Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Record Date according to their terms and the provisions of Section 3.07SECTION 3.7. Such right to require the repurchase of the Securities shall not continue after a discharge of the Company from its obligations with respect to the Securities in accordance with Article IVARTICLE FOUR, unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, except as otherwise provided in Section 14.02(j)subject to the fulfillment by the Company of the conditions set forth SECTION 13.2, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price; provided that payment may not be made in Common Stock unless at the time of payment such stock is listed on a national securities exchange or quoted on the Nasdaq National Market. For purposes of this Section, the fair market value of shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the Closing Prices Per Share for the five consecutive Trading Days ending on and including the third Trading Day immediately preceding the Repurchase Date. Whenever in this Indenture (including SECTIONS 2.2, 3.1, 5.1(1) and 5.8) there is a reference, in any context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made; PROVIDED, HOWEVER, that for the purposes of ARTICLE THIRTEEN such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash.

Right to Require Repurchase. 120- In the event that a Change in Control (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 13.2, to require the Company to repurchase, ------------ and upon the exercise of such right the Company shall repurchase, all of such Holder's SecuritiesSecurities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S. $1,000 U.S.$1,000 or any integral multiple of U.S. $1,000 in excess thereofU.S.$1,000, on the date (the "Repurchase Date") that is 45 60 days after the date of the Company Notice (as defined in Section 14.0213.3) at a purchase price equal to ------------ 100% of the principal amount of the Securities to be repurchased plus interest accrued to the Repurchase Date (the "Repurchase Price") plus interest accrued to the Repurchase Date); provided, however, that -------- ------- installments of interest on Securities whose Stated Maturity is on or prior to the Repurchase Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Record Date according to their terms and the provisions of Section 3.073.7. Such right to ----------- require the repurchase of the Securities shall not continue after a discharge of the Company from its obligations with respect to the Securities in accordance with Article IVFour, unless a Change in Control shall have occurred prior to such ------------ discharge. At the option of the Company, the Repurchase Price may be paid in cash or, except as otherwise provided in subject to the fulfillment by the Company of the conditions set forth Section 14.02(j)13.2, by delivery of shares of Common Stock having a fair market value ------------ equal to the Repurchase Price; provided that payment may not be made in Common Stock unless at the time of payment such stock is listed on a national securities exchange or quoted on the Nasdaq National Market. For purposes of this Section, the fair market value of shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the Closing Prices Per Share for the five consecutive Trading Days ending on and including the third Trading Day immediately preceding the Repurchase Date. Whenever in this Indenture (including Sections -------- 2.2, 3.1, 5.1(1) and 5.8) there is a reference, in any context, to the principal ---------------- --- of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made; provided, however, that -------- ------- for the purposes of Article Twelve such reference shall be deemed to include -------------- reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash.

Right to Require Repurchase. In Promptly and in any event within 20 days after the event that occurrence of a Change in Control (as hereinafter defined) shall occurControl, then each Holder shall have the right, at the Holder's option, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's Securities, or any portion of the principal amount thereof that is equal to U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof, on the date (the "Repurchase Date") that is 45 days after the date of the deliver a Company Notice (as defined in Section 14.021403) to the holders of all Outstanding Securities which shall offer to prepay all Securities on the date therein specified (the "Repurchase Date"), which shall be a Business Day not less than 30 nor more than 60 days after the date of such Company Notice, at a purchase price equal to 100101% of the principal amount of the Securities to be repurchased plus interest accrued to the Repurchase Date (the "Repurchase Price") plus interest accrued to the Repurchase Date); provided, however, that installments of interest on Securities whose Stated Maturity is on or prior to the Repurchase Date shall be payable in cash to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular Record Date according to their terms and the provisions of Section 3.07307. Such right to require the repurchase of the Securities shall not continue after a discharge of the Company from its obligations with respect to the Securities in accordance with Article IVFour, unless a Change in of Control shall have occurred prior to such discharge. At the option The Repurchase Price shall be paid in cash; provided, however, that failure of the Company, Company to pay the Repurchase Price may be paid on the Repurchase Date in cash or, except as otherwise provided in Section 14.02(j), by delivery shall constitute an Event of shares of Common Stock having a fair market value equal to the Repurchase Price; provided that payment may not be made in Common Stock unless at the time of payment such stock is listed on a national securities exchange or quoted on the Nasdaq National Market. For Default for purposes of this Section, the fair market value of shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the Closing Prices Per Share for the five consecutive Trading Days ending on and including the third Trading Day immediately preceding the Repurchase DateSection 501(1) hereof. Whenever in this Indenture (including Sections 202, 301, 501(2) and 508) there is a reference, in any an context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made.;

Right to Require Repurchase. In the event that a Change in Control (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 12.2, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's SecuritiesSecurities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S. $1,000 U.S.$1,000 or any greater integral multiple of U.S. $1,000 in excess thereofU.S.$1,000, on the date (the "Repurchase Date") that is 45 days after the date of fixed by the Company Notice (as defined in Section 14.02) at a cash purchase price equal to 100% of the principal amount of the Securities to be repurchased plus interest accrued to the Repurchase Date (the "Repurchase Price") plus interest accrued to the Repurchase Date); provided, however, that installments of interest on Securities whose Stated Maturity is on or prior to the Repurchase Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Record Date according to their terms and the provisions of Section 3.072.8. The Repurchase Date will be determined by the Company in the following manner: (i) the Company will give notice of the Change in Control as contemplated in Section 12.3(a); (ii) each Holder electing to exercise the repurchase right must deliver, on or before the thirtieth (30th) day (or such greater period as may be required by applicable law) after the date of the Company's notice provided in provision (i) above: (A) irrevocable written notice to the trustee of such Holder's exercise of its repurchase right, and (B) the Securities with respect to which such repurchase right is being exercised; and (iii) the Company will make the repurchase on a date that is no later than 45 days after the Holder has delivered the notice provided in proviso (ii) above. Such right to require the repurchase of the Securities shall not continue after a discharge of the Company from its obligations with respect to the Securities in accordance with Article IV, Three unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, except as otherwise provided in subject to the fulfillment by the Company of the conditions set forth Section 14.02(j)12.2, by delivery of shares of Common Stock or in a combination of cash and Common Stock having a fair market value equal to the Repurchase Price; provided that payment may not be made in Common Stock unless at the time of payment such stock is listed on a national securities exchange or quoted on the Nasdaq National Market. For purposes of this Section, the fair market value of shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the Closing Prices Per Share for the five consecutive Trading Days ending on and including the third Trading Day immediately preceding the Repurchase Date. Whenever in this Indenture (including Sections 2.2, 4.1(a) and 4.8) there is a reference, in any context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price that has become and remains payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made; provided, however, that for the purposes of Article Eleven such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash. For purposes of this Section 12.1, the fair market value of shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the closing price per share of the Common Stock or the principal exchange on which the Common Stock is traded in on The Nasdaq National Market for each of the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the Repurchase Date.

Right to Require Repurchase. In the event that a Fundamental Change in Control (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's Securities, or any portion of the principal amount thereof that is equal to U.S. $1,000 U.S.$1,000 or any integral multiple thereof (provided that no single Security may be repurchased in part unless the portion of U.S. $1,000 the principal amount of such Security to be Outstanding after such repurchase is equal to U.S.$1,000 or integral multiples of U.S.$1,000 in excess thereof), on the date (the "Repurchase Date") that is 45 days after the date of the Company Notice (as defined in Section 14.0214.2) at a purchase price equal to 100% the following prices (expressed as percentages of the principal amount of the Securities to be repurchased thereof) (the "Repurchase Price") plus in the event of a Fundamental Change occurring during the 12-month period beginning October 1 (September 17 in the case of the first period): Year Repurchase Price ---- ---------------- 1997 102% 1998 102 1999 102 2000 102 2001 101 and 100% on October 1, 2002; together in each case, with accrued interest accrued to to, but excluding the Repurchase Date; provided that if the Applicable Price with respect to the Fundamental Change is less than the Reference Market Price, the Company shall repurchase such Securities at a price equal to the foregoing Repurchase Price multiplied by the fraction obtained by dividing the Applicable Price by the Reference Market Price; and provided, howeverfurther, that installments of interest on Securities whose Stated Maturity is on or prior to the Repurchase Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Regular Record Date according to their terms and the provisions of Section 3.073.7. Such right to require the repurchase of the Securities shall not continue after a discharge of the Company from its obligations with respect to the Securities in accordance with Article IVFour, unless a Fundamental Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, except as otherwise provided in Section 14.02(j), by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price; provided that payment may not be made in Common Stock unless at the time of payment such stock is listed on a national securities exchange or quoted on the Nasdaq National Market. For purposes of this Section, the fair market value of shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the Closing Prices Per Share for the five consecutive Trading Days ending on and including the third Trading Day immediately preceding the Repurchase Date. Whenever in this Indenture (including Sections 2.2, 3.1, 5.1(1) and 5.8) there is a reference, in any context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made.

Right to Require Repurchase. In the event that If a Change in of Control (as hereinafter defined) shall occuroccurs, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 11.02, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's SecuritiesNotes not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof (provided that no single Note may be repurchased in part unless the portion of the principal amount of such Note to be outstanding after such repurchase is equal to U.S. $1,000 or integral multiples of U.S. $1,000 in excess thereof), on pursuant to a Change of Control Offer. Upon the date occurrence of a Change of Control, the Company shall offer (the a "Repurchase DateChange of Control Offer") that is 45 days after the date of the Company Notice (as defined in Section 14.02) at a purchase price payment equal to 100% of the aggregate principal amount of the Securities Notes to be repurchased plus interest accrued and unpaid to but excluding the Repurchase Date (the "Repurchase Price") plus interest accrued to the Repurchase Date); provided, however, that installments of interest on Securities Notes whose Stated Maturity is on or prior to the Repurchase Date shall be payable to the Holders of such SecuritiesNotes, or one or more Predecessor SecuritiesNotes, registered as such on the relevant Regular Record Date according to their terms and the provisions of Section 3.07. Such right to require the repurchase of the Securities shall not continue after a discharge of the Company from its obligations with respect to the Securities in accordance with Article IV, unless a Change in Control shall have occurred prior to such dischargeterms. At the option of the Company, the Repurchase Price may be paid in cash or, except as otherwise provided in subject to the fulfillment by the Company of the conditions set forth Section 14.02(j)11.02, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price; provided that payment may not be made in Common Stock unless at the time of payment such stock is listed on a national securities exchange or quoted on the Nasdaq National Market. For purposes of this Section, the fair market value of shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the Closing Prices Per Share for the five consecutive Trading Days ending on and including the third Trading Day immediately preceding the Repurchase Date. Whenever in this Indenture there is a reference, in any context, to the principal of any Security Note as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Security Note to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made; provided, however, that for the purposes of Article 14, such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash.

Right to Require Repurchase. In the event that a Change in Control (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 13.2, to require the Company to repurchase, and upon ------------ the exercise of such right the Company shall repurchase, all of such Holder's SecuritiesSecurities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S. $1,000 U.S.$1,000 or any integral multiple of U.S. $1,000 in excess thereofU.S.$1,000, on the date (the "Repurchase Date") that is 45 days after the date of the Company Notice (as defined in Section 14.0213.3) at a purchase price equal to ------------ 100% of the principal amount of the Securities to be repurchased plus interest accrued to the Repurchase Date (the "Repurchase Price") plus interest accrued to the Repurchase Date); provided, however, that -------- ------- installments of interest on Securities whose Stated Maturity is on or prior to the Repurchase Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Record Date according to their terms and the provisions of Section 3.073.7. Such right to ----------- require the repurchase of the Securities shall not continue after a discharge of the Company from its obligations with respect to the Securities in accordance with Article IVFour, unless a Change in Control shall have occurred prior to such ------------ discharge. At the option of the Company, the Repurchase Price may be paid in cash or, except as otherwise provided in subject to the fulfillment by the Company of the conditions set forth Section 14.02(j)13.2, by delivery of shares of Common Stock having a fair market value ------------ equal to the Repurchase Price; provided that payment may not be made in Common Stock unless at the time of payment such stock is listed on a national securities exchange or quoted on the Nasdaq National Market. For purposes of this Section, the fair market value of shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the Closing Prices Per Share for the five consecutive Trading Days ending on and including the third Trading Day immediately preceding the Repurchase Date. Whenever in this Indenture (including Sections -------- 2.2, 3.1, 5.1(1) and 5.8) there is a reference, in any context, to the principal --- ----------- ---- of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made; provided, however, that ---------------- for the purposes of Article Thirteen such reference shall be deemed to include ---------------- reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash.