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 Notes, or any portion of the principal amount thereof that is an integral multiple of $1,000 (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 an integral multiple of $1,000), on the date (the "Repurchase Date") that is 30 days after the date of the Company Notice (as defined in Section 16.2) for cash at a purchase price equal to 100% of the principal amount (the "Repurchase Price") plus interest accrued and unpaid to, but excluding, the Repurchase Date. If the Repurchase Date is between a record date for an interest payment date and such interest payment date, then the interest payable on such interest payment date shall be paid to the Holder of Record on the Note on such interest payment date. Whenever in this Indenture there is a reference, in any context, to the principal of any Note as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such 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 602, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's NotesNotes not theretofore called for redemption, or any portion of the principal amount thereof that is an equal to $1,000 or any integral multiple of $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 Outstanding after such repurchase is equal to $1,000 or an integral multiple multiples of $1,0001,000 in excess thereof), on the date (the "Repurchase Date") that is 30 45 days after the date of the Company Notice (as defined in Section 16.2603) for cash at a purchase price equal to 100% of the principal amount (of the "Repurchase Price") Notes to be repurchased plus interest accrued and unpaid to, but excluding, the Repurchase Date. If Date (including any unpaid interest that has accrued during the Extension Period) (the "Repurchase Price"); provided, -------- however, that installments of interest on Notes whose Stated Maturity is on or ------- prior to the Repurchase Date is between a record date for an interest payment date and such interest payment date, then the interest payable on such interest payment date shall be paid payable to the Holder Holders of Record such Notes, or one or more Predecessor Notes, registered as such on the Note on relevant Record Date according to their terms and the provisions of Section 307 of the Indenture. Such right to require the repurchase of the Notes shall not continue after a discharge of the Company from its obligations with respect to the Notes in accordance with Article Four of the Indenture, unless a Change in Control shall have occurred prior to such interest payment datedischarge. At the option of the Company, the Repurchase Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 602, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price. 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 Note as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such 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 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 NotesNotes not theretofore called for redemption, or any portion of the principal amount thereof that is an 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 an integral multiple multiples of U.S. $1,0001,000 in excess thereof), on pursuant to a Change of Control Offer. In the date Change of Control Offer, the Company shall offer (the a "Repurchase DateChange of Control Offer") that is 30 days after the date of the Company Notice (as defined in Section 16.2) for cash at a purchase price payment equal to 100% of the aggregate principal amount of the Notes to be repurchased plus interest accrued to but excluding the Repurchase Date (the "Repurchase Price") plus ); provided, however, that installments of interest accrued and unpaid toon Notes whose Stated Maturity is on or prior to the Repurchase Date shall be payable to the Holders of such Notes, but excludingor one or more Predecessor Notes, registered as such on the relevant Record Date according to their terms. At the option of the Company, the Repurchase Date. If Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 11.02, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Date is between a record date for an interest payment date and such interest payment date, then the interest payable on such interest payment date shall be paid to the Holder of Record on the Note on such interest payment datePrice. Whenever in this Indenture there is a reference, in any context, to the principal of any Note as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such 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 such 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 NotesSecurities, or any portion of the principal amount thereof that is an integral multiple of $1,000 (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 an any integral multiple of $1,000)thereof, on the date (the "Repurchase Date") that is 30 45 days after the date of on which the Company Notice (as defined in Section 16.214.3) for cash is given to Holders 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 ); provided, however, that installments of interest accrued 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 unpaid to, but excludingthe provisions of Section 3.8. At the option of the Company, the Repurchase Date. If Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 14.2, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Date is between a record date for an interest payment date and such interest payment date, then the interest payable on such interest payment date shall be paid to the Holder of Record on the Note on such interest payment datePrice as described in Section 14.2(a). 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 Note Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note 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 if 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 Notes, or any portion of the principal amount thereof that is an integral multiple of $1,000 (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 an integral multiple of $1,000), on the date (the "Repurchase DateREPURCHASE DATE") that is 30 days after the date of the Company Notice (as defined in Section 16.215.2) for cash at a purchase price equal to 100% of the principal amount (the "Repurchase PriceREPURCHASE PRICE") ), plus interest accrued and unpaid to, but excluding, the Repurchase Date. If ; PROVIDED that if the Repurchase Date is between a record date for on an interest payment date and such interest payment dateInterest Payment Date, then the interest payable on such interest payment date shall be paid to the Holder of Record on record of the Note on such interest payment datethe next preceding Record Date. Whenever in this Indenture there is a reference, in any context, to the principal of any Note as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such 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, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's NotesSecurities, or any portion of the principal amount thereof that is an equal to U.S. $1,000 or any integral multiple of U.S. $1,000 (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 an integral multiple of $1,000)excess thereof, on the date (the "Repurchase Date") that is 30 45 days after the date of the Company Notice (as defined in Section 16.214.02) 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 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 unpaid tothe 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, but excludingunless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Date. If 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 Date Price; provided that payment may not be made in Common Stock unless at the time of payment such stock is between listed on a record date for an interest payment date and such interest payment datenational securities exchange or quoted on the Nasdaq National Market. For purposes of this Section, then the interest payable on such interest payment date fair market value of shares of Common Stock shall be paid determined by the Company and shall be equal to 95% of the Holder average of Record the Closing Prices Per Share for the five consecutive Trading Days ending on and including the Note on such interest payment datethird Trading Day immediately preceding the Repurchase Date. Whenever in this Indenture there is a reference, in any context, to the principal of any Note Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note 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 NotesSecurities of such series not theretofore called for redemption, or any portion of the principal amount Principal thereof that is an equal to $1,000 or any integral multiple of $1,000 in excess thereof (provided that no single Note Securities may be repurchased in part unless the portion of the principal amount Principal of such Note Securities to be outstanding Outstanding after such repurchase is equal to $1,000 or an integral multiple of at least $1,000), on the date (the "Repurchase Date") that is 30 45 days after the date of the Company Notice (as defined in Section 16.2) for cash 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 ); provided, however, that installments of interest accrued 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 unpaid to, but excludingthe 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 unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Date. If Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth in Section 12.02, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Date is between a record date for an interest payment date and such interest payment date, then the interest payable on such interest payment date shall be paid to the Holder of Record on the Note on such interest payment datePrice. 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 Note Securities as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note 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 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 Notes, or any portion of the principal amount thereof that is an integral multiple of $1,000 (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 an integral multiple of $1,000), on the date (the "Repurchase Date") that is 30 45 days after the date of the Company Notice (as defined in Section 16.214.2) for cash at a purchase price equal to 100% of the principal amount of the Notes to be repurchased (the "Repurchase Price") plus ), together in each case with accrued interest accrued and unpaid to, but excluding, to the Repurchase Date. If Such right to require the repurchase of the Notes shall not continue after a discharge of the Company from its obligations with respect to the Notes in accordance with Article 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, subject to the fulfillment by the Company of the conditions set forth below, by delivery of shares of Common Stock. However, the failure of the Company to pay the Repurchase Price on the Repurchase Date is between a record date either in cash or by delivery of shares of Common Stock shall constitute an Event of Default for an interest payment date and such interest payment date, then purposes of Section 5.1(b) hereof notwithstanding the interest payable on such interest payment date shall be paid Company's inability to the Holder comply with provisions of Record on the Note on such interest payment dateor satisfy any conditions set forth in this Section 14.1. Whenever in this Indenture (including Sections 2.2, 3.1, 5.1(b) and 5.8) there is a reference, in any context, to the principal of any Note as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such 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 that for the purposes of Article Fourteen 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 such 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 NotesSecurities, or any portion of the principal amount thereof that is an integral multiple of $1,000 (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 an any integral multiple of $1,000)thereof, on the date (the "Repurchase Date") that is 30 45 days after the date of on which the Company Notice (as defined in Section 16.214.3) for cash is given to Holders 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 ); provided, however, that installments of interest accrued 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 unpaid to, but excludingthe provisions of Section 3.8. At the option of the Company, the Repurchase Date. If Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 14.2, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Date is between a record date for an interest payment date and such interest payment date, then the interest payable on such interest payment date shall be paid to the Holder of Record on the Note on such interest payment datePrice as described in Section 14.2(a). 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 Note Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note 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 if 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 8.2., to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's NotesNotes not theretofore called for redemption, or any portion of the principal amount thereof that is an equal to U.S. $5,000 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 Outstanding after such repurchase is equal to U.S. $1,000 or an integral multiple multiples of U.S. $1,0001,000 in excess thereof), on the date (the "Repurchase Date") that is 30 45 days after the date of the Company Notice (as defined in Section 16.28.3) for cash at a purchase price equal to 100% of the principal amount of the Notes to be repurchased plus interest accrued to the Repurchase Date (the "Repurchase Price") plus ); provided, however, that installments of interest accrued on Notes whose Stated Maturity is on or prior to the Repurchase Date shall be payable to the Holders of such Notes, or one or more Predecessor Securities, registered as such on the relevant Record Date according to their terms and unpaid tothe provisions of Section 307 of the Indenture. Such right to require the repurchase of the Notes shall not continue after a discharge or defeasance of the Company from its obligations with respect to the Notes in accordance with the provision of Article Thirteen of the Indenture applicable to the Notes pursuant to Article Four hereof, but excludingunless a Change in Control shall have occurred prior to such discharge or defeasance. At the option of the Company, the Repurchase Date. If Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 8.2, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Date is between a record date for an interest payment date and such interest payment date, then the interest payable on such interest payment date shall be paid to the Holder of Record on the Note on such interest payment datePrice. Whenever in this First Supplemental Indenture, Exhibit A hereto or the Indenture (including Article One hereof and Sections 201, 501(1) and 508 of the Indenture) there is a reference, in any context, to the principal of any Note as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such 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 Seven 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 ’s option, but subject to the provisions of Section 13.02, to require the Company to repurchaserepurchase for cash, and upon the exercise of such right the Company shall repurchase, all of such Holder's Notes’s Securities, or any portion of the principal amount thereof that is an equal to U.S.$1,000 or any greater integral multiple of $1,000 (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 an integral multiple of $1,000)U.S.$1,000, on the date (the "“Repurchase Date"”) that is 30 days after the date of fixed by the Company Notice (as defined in Section 16.2) for cash at a cash purchase price equal to one hundred percent (100% %) of the principal amount of the Securities to be repurchased plus the Make-Whole Payment less any interest paid (the "“Repurchase Price") plus ”); provided, however, that installments of interest accrued and unpaid to, but excluding, the Repurchase Date. If on Securities whose Stated Maturity is on or prior to the Repurchase Date is between a record date for an interest payment date and such interest payment date, then the interest payable on such interest payment date shall be paid payable to the Holder Holders of Record such Securities, or one or more Predecessor Securities, registered as such on the Note relevant Record Date according to their terms and the provisions of Section 2.11. 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 13.02(a); (ii) the Holder will give notice of its election to exercise the repurchase right as contemplated in Section 13.02(b); and (iii) the Company will make the repurchase on a date that is no later than forty-five (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 3 unless a Change in Control shall have occurred prior to such interest payment datedischarge. Whenever in this Indenture (including Sections 2.05, 4.01(b) and 4.08) there is a reference, in any context, to the principal of any Note 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 Note 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 NotesSecurities not theretofore called for redemption, or any portion of the principal amount thereof that is an equal to U.S.$1,000 or any greater integral multiple of $1,000 (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 an integral multiple of $1,000)U.S.$1,000, on the date (the "Repurchase Date") that is 30 days after the date of fixed by the Company Notice (as defined in Section 16.2) for at --------------- a cash 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"); 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 2.8. The Repurchase Date will be determined by the Company in the ----------- following manner: (i) plus interest accrued 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 unpaid to, but excluding(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 Three unless a Change in Control shall have occurred ------------- prior to such discharge. At the option of the Company, the Repurchase Date. If Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 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 Date is between a record date for an interest payment date and such interest payment date, then the interest payable on such interest payment date shall be paid to the Holder of Record on the Note on such interest payment datePrice. 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 Note 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 Note 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 13.2, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's Notes, or any portion of the principal amount thereof that is an 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 Outstanding after such repurchase is equal to U.S. $1,000 or an integral multiple multiples of U.S. $1,0001,000 in excess thereof), on the date (the "Repurchase Date") that is 30 45 days after the date of the Company Notice (as defined in Section 16.213.3) for cash at a purchase price equal to 100% of the principal amount of the Notes to be repurchased plus interest accrued to the Repurchase Date (the "Repurchase Price") plus ); provided, however, that installments of interest accrued on Notes whose Stated Maturity is on or prior to the Repurchase Date shall be payable to the Holders of such Notes, or one or more Predecessor Notes, registered as such on the relevant Record Date according to their terms and unpaid tothe provisions of Section 3.7. Such right to require the repurchase of the Notes shall not continue after a discharge of the Company from its obligations with respect to the Notes in accordance with Article IV, but excludingunless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Date. If Price may be paid in cash or, 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 Date is between a record date for an interest payment date and such interest payment date, then the interest payable on such interest payment date shall be paid to the Holder of Record on the Note on such interest payment datePrice. 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 Note as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such 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 XII 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 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 NotesSecurities, or any portion of the principal amount thereof that is an integral multiple of $1,000 (provided that no single Note Security may be repurchased in part unless the portion of the principal amount of such Note Security to be outstanding after such repurchase is equal to $1,000 or an integral multiple of $1,000), on the date (the "Repurchase Date") that is 30 days after --------------- the date of the Company Notice (as defined in Section 16.2) for cash at a ------------ purchase price equal to 100% of the principal amount (the "Repurchase Price") ---------------- plus interest accrued and unpaid interest to, but excluding, the Repurchase Date. If The Company covenants that, prior to the mailing of the Company Notice, the Company shall (i) repay in full all Senior Indebtedness or offer to repay in full all Senior Indebtedness the terms of which prohibit the payment of the Securities prior to such Senior Indebtedness upon a Change in Control or (ii) obtain the requisite consent of the holders of any such Senior Indebtedness to permit the repurchase of the Securities pursuant to this Article XVI. The Company shall 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 Change in Control, the Company 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 (including, but not limited to, holders of the New Preferred Stock), until a date following the Repurchase Date is between a record date for an interest payment date and such interest payment date, then the interest payable on such interest payment date shall be paid to the Holder of Record on the Note on such interest payment dateDate. Whenever in this Indenture there is a reference, in any context, to the principal of any Note Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note 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 14.2, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's NotesSecurities not theretofore called for redemption, or any portion of the principal amount thereof that is an equal to U.S.$1,000 or any integral multiple of $1,000 (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 an integral multiple of $1,000)thereof, on the date (the "Repurchase Date") that is 30 45 days after the date of the Company Notice (as defined in Section 16.214.3) for cash 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 ); PROVIDED, HOWEVER, that installments of interest accrued 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 unpaid tothe provisions of Section 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 Four, but excludingunless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Date. If Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 14.2, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Date is between a record date for an interest payment date and such interest payment date, then the interest payable on such interest payment date shall be paid to the Holder of Record on the Note on such interest payment datePrice. 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 Note Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note 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 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 Notes____% Debentures, or any portion of the principal amount thereof that is an equal to $1,000 or any integral multiple of $1,000 (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 an integral multiple of $1,000)excess thereof, on the date (the "Repurchase Date") that is 30 45 days after the date of the Company Notice (as defined in Section 16.21503) for cash at a purchase price equal to 100% of the principal amount of the ____% Debentures to be repurchased plus interest accrued to the Repurchase Date (the "Repurchase Price") plus ); provided, however, that installments of interest accrued on ____% Debentures whose Stated Maturity is on or prior to the Repurchase Date shall be payable to the Holders of such ____% Debentures, or one or more Predecessor ____% Debentures, registered as such at the close of business on the relevant Record Date according to their terms and unpaid tothe provisions of Section 307. Such right to require the repurchase of the ____% Debentures shall not continue after a discharge of the Company from its obligations with respect to the ____% Debentures in accordance with Article Four, but excludingunless a Change of Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Date. If Price may be paid (i) subject to the provisions of Section 1502(B) in cash, or (ii) subject to the fulfillment by the Company of the conditions set forth in Section 1502(A), by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price; provided, however, that failure of the Company to pay the Repurchase Price on the Repurchase Date is between a record date either in cash or by delivery of shares of Common Stock shall constitute an Event of Default for an interest payment date and such interest payment date, then purposes of Section 501(1) hereof notwithstanding the interest payable on such interest payment date shall be paid Company's inability to comply with the Holder provisions of Record on the Note on such interest payment 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 Note 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 Note 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 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 Notes4.50% Debentures, or any portion of the principal amount thereof that is an equal to $1,000 or any integral multiple of $1,000 (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 an integral multiple of $1,000)excess thereof, on the date (the "Repurchase Date") that is 30 45 days after the date of the Company Notice (as defined in Section 16.21503) for cash at a purchase price equal to 100% of the principal amount of the 4.50% Debentures to be repurchased plus interest accrued to the Repurchase Date (the "Repurchase Price") plus ); provided, however, that installments of interest accrued on 4.50% Debentures whose Stated Maturity is on or prior to the Repurchase Date shall be payable to the Holders of such 4.50% Debentures, or one or more Predecessor 4.50% Debentures, registered as such at the close of business on the relevant Record Date according to their terms and unpaid tothe provisions of Section 307. Such right to require the repurchase of the 4.50% Debentures shall not continue after a discharge of the Company from its obligations with respect to the 4.50% Debentures in accordance with Article Four, but excludingunless a Change of Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Date. If Price may be paid (i) subject to the provisions of Section 1502(B) in cash, or (ii) subject to the fulfillment by the Company of the conditions set forth in Section 1502(A), by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price; provided, however, that failure of the Company to pay the Repurchase Price on the Repurchase Date is between a record date either in cash or by delivery of shares of Common Stock shall constitute an Event of Default for an interest payment date and such interest payment date, then purposes of Section 501(1) hereof notwithstanding the interest payable on such interest payment date shall be paid Company's inability to comply with the Holder provisions of Record on the Note on such interest payment 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 Note Security (including, any 4.50% Debenture) as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note 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 NotesSecurities not theretofore called for redemption, or any portion of the principal amount thereof that is an equal to U.S.$1,000 or any integral multiple of $1,000 (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 an integral multiple of $1,000)U.S.$1,000, on the date (the "Repurchase Date") that is 30 45 days after the date of the Company Notice (as defined in Section 16.2SECTION 13.3) for cash 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 ); PROVIDED, HOWEVER, that installments of interest accrued 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 unpaid tothe provisions of SECTION 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 FOUR, but excludingunless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Date. If Price may be paid in cash or, 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 Date is between a record date for an interest payment date and such interest payment date, then the interest payable on such interest payment date shall be paid to the Holder of Record on the Note on such interest payment datePrice. 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 Note Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note 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 NotesSecurities not theretofore called for redemption, or any portion of the principal amount thereof that is an equal to U.S.$1,000 or any integral multiple of $1,000 (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 an integral multiple of $1,000)U.S.$1,000, on the date (the "Repurchase Date") that is 30 45 days after the date of the Company Notice (as defined in Section 16.213.3) for cash 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 ); provided, however, that -------- ------- installments of interest accrued 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 unpaid tothe provisions of Section 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 Four, but excludingunless a Change in Control shall have occurred prior to such ------------ discharge. At the option of the Company, the Repurchase Date. If Price may be paid in cash or, 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 Date is between a record date for an interest payment date and such interest payment date, then the interest payable on such interest payment date shall be paid to the Holder of Record on the Note on such interest payment datePrice. 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 Note Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note 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 12.2, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's NotesSecurities not theretofore called for redemption, or any portion of the principal amount thereof that is an equal to U.S.$1,000 or any greater integral multiple of $1,000 (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 an integral multiple of $1,000)U.S.$1,000, on the date (the "Repurchase Date") that is fixed by the Company that is not less than 30 days nor more than 45 days after the date the Company gives notice of the Company Notice (Change in Control as defined contemplated in Section 16.212.3(a) for cash 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 ); provided, however, that installments of interest accrued 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 unpaid to, but excludingthe provisions of Section 2.8. 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 Three unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Date. If Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 12.2, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Date is between a record date for an interest payment date and such interest payment date, then the interest payable on such interest payment date shall be paid to the Holder of Record on the Note on such interest payment datePrice. 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 Note Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note 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 Average Sales Price Per Share for 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 of a Change in Control (as hereinafter defined) shall occurof Control, then each Holder shall have the right, at the Holder's option, right to require the Company to repurchase, and upon the exercise of such right right, the Company shall repurchase, all of such Holder's NotesDebentures, or any portion of the principal amount thereof that is an integral multiple of $1,000 U.S.$10,000 (provided that no single Note Debenture may be repurchased in part unless the portion of the principal amount of such Note Debenture to be outstanding Outstanding after such repurchase is equal to $1,000 U.S.$10,000 or an integral multiple multiples of $1,000U.S.$10,000 in excess thereof), on the date (the "Repurchase Date") that is 30 45 days after the date of the Company Notice (as defined in Section 16.215.2) for cash in U.S. dollars at a purchase price equal to 100% of the principal amount plus interest accrued to the Repurchase Date (the "Repurchase Price") plus ); provided, however, that installments of interest accrued and unpaid to, but excluding, the Repurchase Date. If on Debentures whose maturity is on or prior to the Repurchase Date is between a record date shall be payable only upon presentation and surrender of Coupons for an interest payment date and such interest payment date(at an office or agency outside the United States, then except as otherwise provided in the interest payable on such interest payment date form of Definitive Debenture set forth in Section 2.2(a)). Such right to require the repurchase of the Debentures shall be paid not continue after a discharge of the Company from its obligations with respect to the Holder Debentures in accordance with Article XIII, unless a Change of Record on the Note on Control shall have occurred prior to such interest payment datedischarge. Whenever in this Indenture there is a reference, in any context, to the principal A "Change of any Note as of any time, such reference Control" shall be deemed to include reference to have occurred at the Repurchase Price payable in respect time when persons other than the Existing Control Group shall have become the beneficial owner (within the meaning of such Note to Rule 13d-3 under the extent that such Repurchase Price is, was or would be so payable at such time, and express mention Exchange Act) of more than 50% of the Repurchase Price in any provision aggregate Voting Stock of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not madeCompany.

Right to Require Repurchase. In the event that a Change in Control (as hereinafter defined) shall occur, then each Holder of Securities shall have the rightright (the "Repurchase Right"), at the such Holder's option, to require the Company to repurchase, and upon the exercise of such right Repurchase Right the Company shall repurchasepurchase, all of such Holder's Notes, or any portion of the principal amount thereof that is an integral multiple of $1,000 (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 an integral multiple of $1,000), Securities on the date (the "Repurchase Purchase Date") that is 30 45 days after the date of the Company Notice (as defined in Section 16.2) for cash at a purchase price equal to 100% of the principal amount of the Securities to be repurchased plus accrued and unpaid interest to the Purchase Date (the "Repurchase Purchase Price") plus ); provided, however, that installments of interest accrued and unpaid to, but excluding, on Securities whose Stated Maturity is on or prior to the Repurchase Date. If the Repurchase Purchase Date is between a record date for an interest payment date and such interest payment date, then the interest payable on such interest payment date shall be paid payable to the Holder Holders of Record such Securities, or one or more Predecessor Securities, registered as such on the Note on such interest payment daterelevant Record Date according to their terms and the provisions of Section 2.07. Whenever in this Indenture there is a reference, in any context, to the principal of any Note Security as of any time, such reference shall be deemed to include reference to the Repurchase Purchase Price payable in respect of such Note Security to the extent that such Repurchase Purchase Price is, was or would be so payable at such time, and express mention of reference to the Repurchase Purchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Purchase Price in those provisions of this Indenture when where such express mention reference 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 14.2, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's NotesSecurities not theretofore called for redemption, or any portion of the principal amount thereof that is an integral multiple of U.S. $1,000 (provided that no single Note Security may be repurchased in part unless the portion of the principal amount of such Note Security to be outstanding Outstanding after such repurchase is equal to $1,000 or an integral multiple of U.S. $1,000), on the date (the "Repurchase Date") that is 30 45 days after the date of the Company Notice (as defined in Section 16.214.3) for cash 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 ); provided, however, that installments of interest accrued 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 unpaid tothe provisions of Section 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 IV, but excludingunless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Date. If Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 14.2, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Date is between a record date for an interest payment date and such interest payment date, then the interest payable on such interest payment date shall be paid to the Holder of Record on the Note on such interest payment datePrice. 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 Note Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note 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 XIII 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 Notes, or any portion of the principal amount thereof that is an equal to U.S.$1,000 or any integral multiple of $1,000 thereof (provided that no single Note may be repurchased in part unless the portion of the principal amount of such Note to be outstanding Outstanding after such repurchase is equal to $1,000 U.S.$1,000 or an integral multiple multiples of $1,000U.S.$1,000 in excess thereof), on the date (the "Repurchase Date") that is 30 45 days after the date of the Company 75 Notice (as defined in Section 16.2) for cash at a purchase price equal to 100% the following prices (expressed as percentages of the principal amount 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 and unpaid to, but excluding, the Repurchase Date. If ): 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, further, that if the Repurchase Date is between a record date for an interest payment date and such interest payment dateMarch 1 or September 1, then the interest payable on such interest payment date the Repurchase Date shall be paid to the Holder holder or record of Record on the Note on the immediately preceding Record Date. Such right to require the repurchase of the Notes shall not continue after a discharge of the Company from its obligations with respect to the Notes in accordance with Article XIII, unless a Fundamental Change shall have occurred prior to such interest payment datedischarge. Whenever in this Indenture there is a reference, in any context, to the principal of any Note as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such 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, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's NotesSecurities, or any portion of the principal amount thereof that is an equal to U.S. $1,000 or any integral multiple of U.S. $1,000 (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 an integral multiple of $1,000)excess thereof, on the a date (the "Repurchase Date") fixed by the Company that is 30 not less than 45 days nor more than 60 days after the date of the Company Notice (as defined in Section 16.214.02) 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 and unpaid to, but excluding, to the Repurchase Date. If ; provided, that installments of interest on Securities whose Stated Maturity is on or prior to the Repurchase Date is between a record date for an interest payment date and such interest payment date, then the interest payable on such interest payment date shall be paid payable to the Holder Holders of Record such Securities, or one or more Predecessor Securities, registered as such on the Note on 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 4, unless a Change in Control shall have occurred prior to such interest payment datedischarge. Whenever in this Indenture there is a reference, in any context, to the principal of any Note Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note 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 15.3, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's NotesSecurities, or any portion of the principal amount thereof that is an equal to $1,000 or any integral multiple of $1,000 (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 an integral multiple of $1,000)excess thereof, on the date (the "Repurchase Date") that is 30 45 days after the date of the Company Notice (as defined in Section 16.215.3) for cash 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 ); provided, however, that installments of interest accrued and unpaid to, but excluding, the Repurchase Date. If on Securities whose Stated Maturity is on or prior to the Repurchase Date is between a record date for an interest payment date and such interest payment date, then the interest payable on such interest payment date shall be paid payable, in cash, to the Holder Holders of Record such Securities, or one or more Predecessor Securities, registered as such on the Note on relevant Record Date according to their terms and the provisions of Section 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 IV, unless a Change in Control shall have occurred prior to such interest payment datedischarge. Whenever in this Indenture there is a reference, in any context, to the principal of any Note Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note 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 NotesSecurities not theretofore called for redemption, or any portion of the principal amount thereof that is an equal to U.S. $1,000 or any greater integral multiple of $1,000 (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 an integral multiple of U.S. $1,000), on the date (the "Repurchase DateREPURCHASE DATE") that is 30 days fixed by the Company at a cash purchase price equal to 101% of the principal amount of the Securities to be repurchased, plus Accrued Original Issue Discount and interest accrued to the Repurchase Date (the "REPURCHASE PRICE"); PROVIDED, HOWEVER, that instalments of interest and Liquidated Damages, if any, 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 3.7. 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 Notice will make the repurchase on a date that is no later than 45 days after the Holder has delivered the notice provided in proviso (as defined in Section 16.2ii) for cash at a purchase price equal above. Such right to 100% require the repurchase of the principal amount (Securities shall not continue after a discharge of the "Repurchase Price") plus interest accrued and unpaid to, but excludingCompany from its obligations with respect to the Securities in accordance with Article 4 unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Date. If Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth in Section 12.2, by delivery of Ordinary Shares or in a combination of cash and Ordinary Shares having a fair market value equal to the Repurchase Date is between a record date for an interest payment date and such interest payment date, then the interest payable on such interest payment date shall be paid to the Holder of Record on the Note on such interest payment datePrice. 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 Note 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 Note 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 10.2, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's NotesSecurities not theretofore called for redemption, or any portion of the principal amount thereof that is an equal to any integral multiple of $1,000 (provided that no single Note Security may be repurchased in part unless the portion of the principal amount of such Note Security to be outstanding Outstanding after such repurchase is equal to $1,000 or an integral multiple multiples of $1,0001,000 in excess thereof), on the date (the "Repurchase Date") specified by the Company that is 30 not less than 40 nor more than 60 days after the date of the Company Notice Offer to Purchase (as defined in Section 16.210.3) for cash 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 ); provided, however, that installments of interest accrued 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 unpaid tothe provisions of Section 1.2 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 Eleven of the Subordinated Indenture, but excludingunless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Date. If Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 10.2, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Date is between a record date for an interest payment date and such interest payment date, then the interest payable on such interest payment date shall be paid to the Holder of Record on the Note on such interest payment datePrice. 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 Note Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note 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 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 NotesSecurities, or any portion of the principal amount thereof that is an equal to U.S.$1,000 or any integral multiple of $1,000 thereof (provided that no single Note Security may be repurchased in part unless the portion of the principal amount of such Note Security to be outstanding Outstanding after such repurchase is equal to $1,000 U.S.$1,000 or an integral multiple multiples of $1,000U.S.$1,000 in excess thereof), on the date (the "Repurchase Date") that is 30 45 days after the date of the Company Notice (as defined in Section 16.214.2) for cash at a purchase price equal to 100% the following prices (expressed as percentages of the principal amount 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 and unpaid to, but excluding, excluding the Repurchase Date. If ; 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, further, that installments of interest on Securities whose Stated Maturity is on or prior to the Repurchase Date is between a record date for an interest payment date and such interest payment date, then the interest payable on such interest payment date shall be paid payable to the Holder Holders of Record such Securities, or one or more Predecessor Securities, registered as such on the Note on Regular Record Date according to their terms and the provisions of Section 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 Four, unless a Fundamental Change shall have occurred prior to such interest payment datedischarge. 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 Note Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note 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 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 NotesSecurities, or any portion of the principal amount thereof that is an equal to $1,000 or any integral multiple of $1,000 (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 an integral multiple of $1,000)excess thereof, on the date (the "Repurchase Date") that is 30 45 days after the date of the Company Notice (as defined in Section 16.21403) for cash 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 ); provided, however, that installments of interest accrued 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 unpaid tothe provisions of Section 307. 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 Four, but excludingunless a Change of Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Date. If Price may be paid (i) subject to the provisions of Section 1402(B) in cash, or (ii) subject to the fulfillment by the Company of the conditions set forth in Section 1402(A), by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price; provided, however, that failure of the Company to pay the Repurchase Price on the Repurchase Date is between a record date either in cash or by delivery of shares of Common Stock shall constitute an Event of Default for an interest payment date and such interest payment date, then purposes of Section 501(1) hereof notwithstanding the interest payable on such interest payment date shall be paid Company's inability to comply with the Holder provisions of Record on the Note on such interest payment 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 Note Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note 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 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 NotesSecurities, or any portion of the principal amount thereof that is an integral multiple of $1,000 (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 an integral multiple of $1,000)1,000 in excess thereof, on the date (the "Repurchase Date") that is 30 45 days after the date of the Company Notice (as defined in Section 16.21403) for cash 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 ); provided, however, that installments of interest accrued and unpaid to, but excluding, the Repurchase Date. If on Securities whose Stated Maturity is on or prior to the Repurchase Date is between 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 307. Such right to require the repurchase of the Securities shall not continue after a record date for an interest payment date and discharge of the Company from its obligations with respect to the Securities in accordance with Article Four, unless a Change of Control shall have occurred prior to such interest payment date, then the interest payable on such interest payment date discharge. The Repurchase Price shall be paid to the Holder of Record on the Note on such interest payment datein cash. 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 Note Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note 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, 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 NotesSecurities not theretofore called for redemption, or any portion of the principal amount thereof that is an equal to U.S.$5,000 or any greater integral multiple of $1,000 (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 an integral multiple of $1,000)U.S.$1,000, on the date (the "Repurchase Date") that is 30 45 days after the date of the Company Notice (as defined in Section 16.212.3) for cash 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 ); provided, -------- however, that installments of interest accrued 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 unpaid tothe provisions of Section 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 Four, but excludingunless a Change in Control shall have occurred ------------ prior to such discharge. At the option of the Company, the Repurchase Date. If Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 12.2, by delivery of shares of Common Stock having a fair ------------ market value equal to the Repurchase Date is between a record date for an interest payment date and such interest payment date, then the interest payable on such interest payment date shall be paid to the Holder of Record on the Note on such interest payment datePrice. 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 Note Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note 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 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 NotesSecurities, or any portion of the principal amount thereof that is an equal to U.S.$1,000 principal amount at maturity at their accreted value or any integral multiple of $1,000 (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 an integral multiple of $1,000)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 30 45 days after the date of the Company Notice (as defined in Section 16.214.02) for cash at a purchase price equal to 100% the Fundamental Change Redemption Price set forth in the form of the principal amount (the "Repurchase Price") plus interest Security. The Issuers shall also pay accrued and unpaid interest, if any, on such Securities to, but excluding, the Repurchase Fundamental Change Redemption Date. If ; provided, however, that installments of interest on Securities whose Stated Maturity is on or prior to the Repurchase Fundamental Change Redemption Date is between a record date for an interest payment date and such interest payment date, then the interest payable on such interest payment date shall be paid payable to the Holder Holders of Record such Securities, or one or more Predecessor Securities, registered as such on the Note on 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 Issuers from its obligations with respect to the Securities in accordance with Article 4, unless a Fundamental Change shall have occurred prior to such interest payment datedischarge. 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 Note 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 Note 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, 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 NotesNotes not theretofore called for redemption, or any portion of the principal amount thereof that is an 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 Outstanding after such repurchase is equal to U.S. $1,000 or an integral multiple multiples of U.S. $1,0001,000 in excess thereof), on the date (the "Repurchase Date") that is 30 45 days after the date of the Company Notice (as defined in Section 16.24.02) for cash (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 "Repurchase Price") Notes to be repurchased plus interest accrued and but unpaid to, but excluding, the Repurchase Date. If Date (the "Repurchase Price"); provided, however, that installments of interest on Notes whose Final Maturity Date is on or prior to the Repurchase Date is between a record date for an interest payment date and such interest payment date, then the interest payable on such interest payment date shall be paid payable to the Holder Holders of Record such Notes, or one or more Predecessor Notes, registered as such on the Note on relevant Record Date according to their terms and the provisions of Section 2.03. Such right to require the repurchase of the Notes shall not continue after a discharge of the Company from its obligations with respect to the Notes in accordance with Article 13, unless a Change in Control shall have occurred prior to such interest payment datedischarge. Whenever in this Indenture there is a reference, in any context, to the principal of any Note as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such 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 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 NotesSecurities, or any portion of the principal -105- 117 amount thereof that is an equal to U.S.$1,000 or any integral multiple of $1,000 thereof (provided that no single Note Security may be repurchased in part unless the portion of the principal amount of such Note Security to be outstanding Outstanding after such repurchase is equal to $1,000 U.S.$1,000 or an integral multiple multiples of $1,000U.S.$1,000 in excess thereof), on the date (the "Repurchase Date") that is 30 45 days after the date of the Company Notice (as defined in Section 16.214.2) for cash at a purchase price equal to 100% the following prices (expressed as percentages of the principal amount thereof) (the "Repurchase Price") in the event of a Fundamental Change occurring during the 12-month period beginning September 1 (plus interest accrued and unpaid to, but excluding, the Repurchase Date. If ): 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, further, that installments of interest on Securities whose Stated Maturity is on or prior to the Repurchase Date is between a record date for an interest payment date and such interest payment date, then the interest payable on such interest payment date shall be paid payable to the Holder Holders of Record such Securities, or one or more Predecessor Securities, registered as such on the Note on Regular Record Date according to their terms and the provisions of Section 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 Four, unless a Fundamental Change shall have occurred prior to such interest payment datedischarge. 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 Note Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note 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 NotesSecurities not theretofore called for redemption, or any portion of the principal amount Accreted Value thereof that is an equal to U.S. $1,000 or any greater integral multiple of $1,000 (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 an integral multiple of U.S. $1,000), on the date (the "Repurchase DateREPURCHASE DATE") that is 30 days fixed by the Company at a cash purchase price equal to 101% of the Accreted Value of the Securities to be 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 PRICE"); PROVIDED, HOWEVER, that 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 3.6. 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 Notice will make the repurchase on a date that is no later than 45 days after the Holder has delivered the notice provided in proviso (as defined in Section 16.2ii) for cash at a purchase price equal above. Such right to 100% require the repurchase of the principal amount (Securities shall not continue after a discharge of the "Repurchase Price") plus interest accrued and unpaid to, but excludingCompany from its obligations with respect to the Securities in accordance with Article 4 unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Date. If Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth in Section 12.2, by delivery of Ordinary Shares or in a combination of cash and Ordinary Shares having a fair market value equal to the Repurchase Date is between a record date for an interest payment date and such interest payment date, then the interest payable on such interest payment date shall be paid to the Holder of Record on the Note on such interest payment datePrice. 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 Note 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 Note 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) Designated Event shall occur, then each Holder of Securities shall have the rightright (the "Repurchase Right"), at the such Holder's option, to require the Company to repurchase, and upon the exercise of such right Repurchase Right the Company shall repurchase, all of such Holder's Notes, or any portion of the principal amount thereof that is an integral multiple of $1,000 (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 an integral multiple of $1,000), Securities on the date (the "Repurchase Date") that is 30 45 days after the date of the Company Notice (as defined in Section 16.2) for cash at a purchase price equal to 100% of the principal amount of the securities to be repurchased plus accrued and unpaid interest to the Repurchase Date (the "Repurchase Price") plus ); PROVIDED, HOWEVER, that installments of interest accrued and unpaid to, but excluding, the Repurchase Date. If on Bearer Definitive Securities whose Stated Maturity is on or prior to the Repurchase Date is between a record date shall be payable only upon presentation and surrender of coupons for an interest payment date and such interest payment date(at an office or agency outside the United States, then except as otherwise provided in the form of Bearer Definitive Security set forth in Exhibit A hereto); and PROVIDED FURTHER, that installments of interest payable on such interest payment date Registered Securities whose Stated Maturity is on or prior to the Repurchase Date shall be paid payable to the Holder Holders of Record such Securities, or one or more Predecessor Securities, registered as such on the Note on such interest payment daterelevant Record Date according to their terms and the provisions of Section 2.07. Whenever in this Indenture there is a reference, in any context, to the principal of any Note Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note 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 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 NotesNotes not theretofore called for redemption, or any portion of the principal amount Original Principal Amount thereof that is an 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 Original Principal Amount of such Note to be outstanding after such repurchase is equal to U.S. $1,000 or an integral multiple multiples of U.S. $1,0001,000 in excess thereof), on the date . The Company shall offer a payment (the "Repurchase DateREPURCHASE PRICE") that is 30 days after the date of the Company Notice (as defined in Section 16.2) for cash at a purchase price equal to 100% of the principal amount (Accreted Principal Amount of the "Repurchase Price") Notes to be repurchased plus interest any accrued and unpaid tointerest (including Deferred Interest and Liquidated Damages, if any) to but excluding, excluding the Repurchase Date. If the , unless such Repurchase Date is between falls after a record date for an Regular Record Date and on or prior to the corresponding Interest Payment Date, in which case the Company will pay the full amount of accrued and unpaid interest payment date and such interest payment date(including Liquidated Damages, then the interest if any, but excluding any Deferred Interest) payable on such interest payment date 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 paid to the Holder of Record on the Note on such interest payment datetendering Notes for repurchase. Whenever in this Indenture there is a reference, in any context, to the principal Accreted Principal Amount of any Note as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such 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, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's Notes, or any portion of the principal amount thereof that is an integral multiple of $1,000 (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 an integral multiple of $1,000), on the date (the "Repurchase Date") that is 30 45 days after the date of the Company Notice (as defined in Section 16.214.2) for cash at a purchase price equal to 100% of the principal amount of the Notes to be repurchased (the "Repurchase Price") plus ), together in each case with accrued interest accrued and unpaid to, but excluding, to the Repurchase Date. If Such right to require the repurchase of the Notes shall not continue after a discharge of the Company from its obligations with respect to the Notes in accordance with Article 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, subject to the fulfillment by the Company of the conditions set forth below, by delivery of shares of Common Stock. However, the failure of the Company to pay the Repurchase Price on the Repurchase Date is between a record date either in cash or by delivery of shares of Common Stock shall constitute an Event of Default for an interest payment date and such interest payment date, then purposes of Section 5.1(a) hereof notwithstanding the interest payable on such interest payment date shall be paid Company's inability to the Holder comply with provisions of Record on the Note on such interest payment dateor satisfy any conditions set forth in this Section 14.1. Whenever in this Indenture (including Sections 2.2, 3.1, 5.1(b) and 5.8) there is a reference, in any context, to the principal of any Note as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such 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 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 NotesSecurities not theretofore called for redemption, or any portion of the principal amount thereof that is an integral multiple of U.S. $1,000 (provided that no single Note Security may be repurchased in part unless the portion of the principal amount of such Note Security to be outstanding Outstanding after such repurchase is equal to $1,000 or an integral multiple of U.S. $1,000), on the date (the "Repurchase Date") that is 30 45 days after the date of the Company Notice (as defined in Section 16.213.3) for cash 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 ); provided, however, that installments of interest accrued 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 unpaid tothe provisions of Section 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 IV, but excludingunless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Date. If Price may be paid in cash or, 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 Date is between a record date for an interest payment date and such interest payment date, then the interest payable on such interest payment date shall be paid to the Holder of Record on the Note on such interest payment datePrice. 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 Note Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note 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 XIII 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 Notes, or any portion of the principal amount thereof that is an integral multiple of $1,000 (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 an integral multiple of $1,000), on the date (the "Repurchase Date") that is 30 days after the date of the deliver a Company Notice (as defined in Section 16.21403) for cash 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 ); provided, however, that installments of interest accrued and unpaid to, but excluding, the Repurchase Date. If on Securities whose Stated Maturity is on or prior to the Repurchase Date is between 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 307. Such right to require the repurchase of the Securities shall not continue after a record date for an interest payment date and discharge of the Company from its obligations with respect to the Securities in accordance with Article Four, unless a Change of Control shall have occurred prior to such interest payment date, then the interest payable on such interest payment date discharge. The Repurchase Price shall be paid in cash; provided, however, that failure of the Company to pay the Holder of Record Repurchase Price on the Note on such interest payment dateRepurchase Date in cash shall constitute an Event of Default for purposes of Section 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 Note Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note 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 (a) If at any time on or before April 15, 2008 that 2021 Debentures remain Outstanding there shall occur a Change in Control, 2021 Debentures shall be purchased by the event Company in integral multiples of $1,000 principal amount at the option of the Holders thereof as of the date that a is 35 Business Days after the occurrence of the Change in Control (as hereinafter definedthe "Change in Control Purchase Date") shall occur, then each subject to satisfaction by or on behalf of any Holder shall have of the right, at the Holder's option, to require the Company to repurchase, and upon the exercise requirements set forth in subsection (c) of this Section 701. The purchase price of such right the Company shall repurchase, all of such Holder's Notes, or any portion of the principal amount thereof that is an integral multiple of $1,000 (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 an integral multiple of $1,000), on the date 2021 Debentures (the "Repurchase DateChange in Control Purchase Price") that is 30 days after the date of the Company Notice (as defined in Section 16.2) for cash at a purchase price shall be equal to 100% of the principal amount (of the "Repurchase Price") 2001 Debentures to be purchased plus interest accrued and unpaid interest to, but excluding, the Repurchase Change in Control Purchase Date. If the Repurchase Date is between a record date for an interest payment date and such interest payment date, then the interest payable on such interest payment date shall be paid to the Holder of Record on the Note on such interest payment date. Whenever A "Change in this Indenture there is a reference, in any context, to the principal of any Note as of any time, such reference Control" shall be deemed to include reference have occurred at such time after the date hereof as (a) any Person or any Persons acting together in a manner which would constitute a "group" for purposes of Section 13(d) of the Exchange Act, or any successor provision thereto, together with any Affiliates thereof (but in each case excluding Subsidiaries, any employee benefit plans of the Company or its Subsidiaries or any Permitted Holders), after the first issuance of 2021 Debentures files a Schedule TO or a Schedule 13D (or any successors to those forms) stating that it or they has or have become and actually is or are Beneficial Owners, directly or indirectly, of Capital Stock of the Repurchase Price payable Company, entitling such Person or Persons and its or their Affiliates to exercise more than 50% of the total voting power of all classes of the Company's Capital Stock entitled to vote generally in respect the election of the Company's directors or (b) any of the Permitted Holders, after the first issuance of 2021 Debentures, file a Schedule TO or a Schedule 13D (or any successors to those forms) stating that they have become and actually are Beneficial Owners of the Company's Capital Stock representing more than 80%, in the aggregate, of the voting power entitled to vote generally in the election of the Company's directors or (c) the Company shall consolidate with or merge into any other Person (other than a Subsidiary), or any other Person (other than a Subsidiary) shall consolidate with or merge into the Company, or the Company shall sell, convey, transfer or lease its properties and assets substantially as an entirety to any Person other than a Subsidiary, and, in the case of any such transaction the outstanding Common Stock is reclassified into, exchanged for or converted into the right to receive any other property or security, unless the stockholders of the Company immediately before such transaction, own, directly or indirectly, immediately following such transaction, at least a majority of the combined voting power of the outstanding voting securities of the Person resulting from such transaction or the Person acquiring such properties and assets, entitled to vote generally on the election of such Note to resulting or acquiring Person's directors, in substantially the extent that such Repurchase Price is, was or would be so payable at such time, and express mention same proportion as their ownership of the Repurchase Price Common Stock immediately before such transaction, PROVIDED, HOWEVER, that a Change in any provision of this Indenture Control shall not be construed as excluding deemed to have occurred upon the Repurchase Price in those provisions completion of this Indenture when such express mention is not madea merger, consolidation or other transaction effected with any Affiliates of the Company for the purpose of (x) changing the Company's jurisdiction of organization, or (y) effecting a corporate reorganization of the Company, including, without limitation, the implementation of a holding company structure.

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 NotesNotes not theretofore called for redemption, or any portion of the principal amount thereof that is an equal to $1,000 or any integral multiple of $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 Outstanding after such repurchase is equal to $1,000 or an integral multiple multiples of $1,0001,000 in excess thereof), on the date (the "Repurchase Date") that is 30 45 days after the date of the Company Notice (as defined in Section 16.2603) for cash at a purchase price equal to 100% of the principal amount (of the "Repurchase Price") Notes to be repurchased plus interest accrued and unpaid to, but excluding, the Repurchase Date. If Date (including any unpaid interest that has accrued during the Extension Period) (the "Repurchase Price"); provided, -------- however, that installments of interest on Notes whose Stated Maturity is on or ------- prior to the Repurchase Date is between a record date for an interest payment date and such interest payment date, then the interest payable on such interest payment date shall be paid payable to the Holder Holders of Record such Notes, or one or more Predecessor Notes, registered as such on the Note on relevant Record Date according to their terms and the provisions of Section 307 of the Indenture. Such right to require the repurchase of the Notes shall not continue after a discharge of the Company from its obligations with respect to the Notes in accordance with Article Four of the Indenture, unless a Change in Control shall have occurred prior to such interest payment datedischarge. At the option of the Company, the Repurchase Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 602, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price. 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 Note as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such 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 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 NotesSecurities, or any portion of the principal amount thereof that is an equal to $1,000 or any integral multiple of $1,000 (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 an integral multiple of $1,000)excess thereof, on the date (the "Repurchase Date") that is 30 45 days after the date of the Company Notice (as defined in Section 16.215.3) for cash 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 ); provided, however, that installments -------- ------- of interest accrued 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 on the relevant Record Date according to their terms and unpaid tothe provisions of Section 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 IV, but excludingunless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Date. If Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth in Section 15.2, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Date is between a record date for an interest payment date and such interest payment date, then the interest payable on such interest payment date shall be paid to the Holder of Record on the Note on such interest payment datePrice. Whenever in this Indenture there is a reference, in any context, to the principal of any Note Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note 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, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's Notes, or any portion of the principal amount thereof that is an equal to $1,000 or any integral multiple of $1,000 (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 an integral multiple of $1,000)excess thereof, on the date (the "Repurchase Date") that is 30 45 days after the date of the Company Notice (as defined in Section 16.24.02) for cash at a purchase price equal to 100% of the principal amount of the Notes to be repurchased (the "Repurchase Price") plus interest interest, if any, accrued and but unpaid to, but excluding, the Repurchase Date; provided, however, that installments of interest on Notes whose Stated Maturity is on or prior to the Repurchase Date shall be payable to the Holders of such Notes, or one or more Predecessor Securities, registered as such on the relevant Regular Record Date according to their terms and the provisions of Section 3.7 of the Indenture. If In the event that the Repurchase Date is a date between a record date for an Regular Record Date and the corresponding Interest Payment Date, the Company shall pay interest payment date and such interest payment date, then on the interest payable on such interest payment date shall be paid Notes being repurchased to the Holder of Record on the Note on who surrenders such interest payment dateNotes for repurchase. Whenever in this Indenture there is a referenceAny reference herein, in any context, to the principal of any Note as of any time, such reference shall be deemed to include a reference to the Repurchase Price payable in respect of such 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 hereof shall not be construed as excluding the Repurchase Price in those provisions of this Indenture such provision when such express mention is not made.

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 Notes, or any portion of the principal amount thereof that Securities which is an integral multiple of $1,000 (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 an integral multiple of $1,000), on thereof promptly following the date (the "Repurchase Date") that is 30 days after the date of the Company Notice (as defined in Section 16.2) for cash Notice, at a purchase price equal to 100% of the principal amount (the "Repurchase Price") plus interest amount, together with accrued and unpaid tointerest to the date fixed for repurchase. To exercise a repurchase right, but excludinga 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 Repurchase Dateprincipal 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 is falls between a any record date for an the payment of interest payment date on the Securities and such the next succeeding interest payment date, then Securities to be repurchased must be accompanied by payment of an amount equal to the interest payable on such interest payment date shall be paid thereon which the registered holder thereof is to the Holder of Record on the Note receive on such interest payment date. Whenever in this Indenture there is a reference, in any context, Any Securityholder that has delivered to the principal Trustee its written notice exercising its right to require the Company to repurchase its Securities upon the occurrence of any Note as a Designated Event shall have the right to withdraw such notice of any time, such reference shall be deemed to include reference withdrawal to the Repurchase Price payable Trustee prior to the close of business on such date. A Security in respect of such Note which a Securityholder is exercising its option to require repurchase upon the extent that such Repurchase Price is, was or would occurrence of a Designated Event may be so payable at such time, and express mention converted into Common Stock in accordance with Article 10 of the Repurchase Price Indenture only if such Securityholder withdraws its notice in any provision of this Indenture shall not be construed as excluding accordance with the Repurchase Price in those provisions of this Indenture when such express mention is not madepreceding sentence.

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 such 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 NotesSecurities, or any portion of the principal amount thereof that is an integral multiple of $1,000 (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 an any integral multiple of $1,000)thereof, on the date (the "Repurchase Date") that is 30 45 days after the date of on which the Company Notice (as defined in Section 16.214.3) for cash is given to Holders 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 ); PROVIDED, HOWEVER, that installments of interest accrued on Securities whose Stated Maturity is on or prior to the 72 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 unpaid to, but excludingthe provisions of Section 3.8. At the option of the Company, the Repurchase Date. If Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 14.2, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Date is between a record date for an interest payment date and such interest payment date, then the interest payable on such interest payment date shall be paid to the Holder of Record on the Note on such interest payment datePrice as described in Section 14.2(a). 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 Note Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note 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 if 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 15.3, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's NotesSecurities, or any portion of the principal amount thereof that is an equal to $1,000 or any integral multiple of $1,000 (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 an integral multiple of $1,000)excess thereof, on the date (the "Repurchase Date") that is 30 45 days after the date of the Company Notice (as defined in Section 16.215.3) for cash 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 ); PROVIDED, HOWEVER, that installments of interest accrued 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 on the relevant Record Date according to 106 their terms and unpaid tothe provisions of Section 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 IV, but excludingunless a Change of Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Date. If Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth in Section 15.2, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Date is between a record date for an interest payment date and such interest payment date, then the interest payable on such interest payment date shall be paid to the Holder of Record on the Note on such interest payment datePrice. Whenever in this Indenture there is a reference, in any context, to the principal of any Note Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note 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. 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 NotesSecurities not theretofore called for redemption, or any portion of the principal amount thereof that is an equal to U.S.$1,000 or any integral multiple of $1,000 (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 an integral multiple of $1,000)U.S.$1,000, on the date (the "Repurchase Date") that is 30 60 days after the date of the Company Notice (as defined in Section 16.213.3) for cash 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 ); provided, however, that -------- ------- installments of interest accrued 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 unpaid tothe provisions of Section 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 Four, but excludingunless a Change in Control shall have occurred prior to such ------------ discharge. At the option of the Company, the Repurchase Date. If Price may be paid in cash or, 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 Date is between a record date for an interest payment date and such interest payment date, then the interest payable on such interest payment date shall be paid to the Holder of Record on the Note on such interest payment datePrice. 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 Note Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note 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 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 NotesSecurities, or any portion of the principal amount thereof that is an equal to U.S.$1,000 principal amount integral multiple of $1,000 (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 an integral multiple of $1,000)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 30 days after the date of the Company Notice (as defined in Section 16.214.02) for cash at a purchase price equal to 100% the Fundamental Change Redemption Price set forth in the form of the principal amount (the "Repurchase Price") plus interest Security. The Company shall also pay accrued and unpaid interest, if any, on such Securities to, but excluding, the Repurchase Fundamental Change Redemption Date. If ; provided, however, that installments of interest on Securities whose Stated Maturity is on or prior to the Repurchase Fundamental Change Redemption Date is between a record date for an interest payment date and such interest payment date, then the interest payable on such interest payment date shall be paid payable to the Holder Holders of Record such Securities, or one or more Predecessor Securities, registered as such on the Note on 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 4, unless a Fundamental Change shall have occurred prior to such interest payment datedischarge. 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 Note 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 Note 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 12.2, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's NotesSecurities not theretofore called for redemption, or any portion of the principal amount thereof that is an equal to U.S.$1,000 or any greater integral multiple of $1,000 (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 an integral multiple of $1,000)U.S.$1,000, on the date (the "Repurchase DateREPURCHASE DATE") that is 30 days fixed by the Company at a cash purchase price equal to 101% of the principal amount of the Securities to be repurchased plus interest accrued to the Repurchase Date (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 2.8. 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 Notice will make the repurchase on a date that is no later than 45 days after the Holder has delivered the notice provided in proviso (as defined in Section 16.2ii) for cash at a purchase price equal above. Such right to 100% require the repurchase of the principal amount (Securities shall not continue after a discharge of the "Repurchase Price") plus interest accrued and unpaid to, but excludingCompany from its obligations with respect to the Securities in accordance with Article Three unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Date. If Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 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 Date is between a record date for an interest payment date and such interest payment date, then the interest payable on such interest payment date shall be paid to the Holder of Record on the Note on such interest payment datePrice. 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 Note 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 Note 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 15.2, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's NotesSecurities not theretofore called for redemption, or any portion of the principal amount thereof that is an equal to $1,000 or any integral multiple of $1,000 in excess thereof (provided that no single Note Security may be repurchased in part unless the portion of the principal amount of such Note Security to be outstanding Outstanding after such repurchase is equal to $1,000 or an integral multiple multiples of $1,0001,000 in excess thereof), on the date (the "Repurchase Date") that is 30 45 days --------------- after the date of the Company Notice (as defined in Section 16.215.3) for cash 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 ); provided, ---------------- however, that installments of interest accrued 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 unpaid tothe provisions of Section 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 IV, but excludingunless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Date. If the Repurchase Date is between a record date for an interest payment date and such interest payment date, then the interest payable on such interest payment date shall Price may be paid in cash or, subject to the Holder fulfillment by the Company of Record on the Note on such interest payment dateconditions set forth in Section 15.2, by delivery of shares of Common Stock. 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 Note Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note 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 XIII 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 such 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 NotesSecurities, or any portion of the principal amount thereof that is an integral multiple of $1,000 (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 an any integral multiple of $1,000)thereof, on the date (the "Repurchase Date") that is 30 45 days after the date of on which the Company Notice (as defined in Section 16.214.3) for cash is given to Holders 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 ); PROVIDED, HOWEVER, that installments of interest accrued 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 unpaid to, but excludingthe provisions of Section 3.8. At the option of the Company, the Repurchase Date. If Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 14.2, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Date is between a record date for an interest payment date and such interest payment date, then the interest payable on such interest payment date shall be paid to the Holder of Record on the Note on such interest payment datePrice as described in Section 14.2(a). 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 Note Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note 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 if 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 602, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's NotesNotes not theretofore called for redemption, or any portion of the principal amount thereof that is an equal to $1,000 or any integral multiple of $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 Outstanding after such repurchase is equal to $1,000 or an integral multiple multiples of $1,0001,000 in excess thereof), on the date (the "Repurchase Date") that is 30 45 days after the date of the Company Notice (as defined in Section 16.2603) for cash at a purchase price equal to 100% of the principal amount (of the "Repurchase Price") Notes to be repurchased plus interest accrued and unpaid to, but excluding, the Repurchase Date. If Date (the "Repurchase Price"); provided, however, that installments of interest on Notes whose Stated Maturity is on or prior to the Repurchase Date is between a record date for an interest payment date and such interest payment date, then the interest payable on such interest payment date shall be paid payable to the Holder Holders of Record such Notes, or one or more Predecessor Notes, registered as such on the Note on relevant Record Date according to their terms and the provisions of Section 307 of the Indenture. Such right to require the repurchase of the Notes shall not continue after a discharge of the Company from its obligations with respect to the Notes in accordance with Article Four of the Indenture, unless a Change in Control shall have occurred prior to such interest payment datedischarge. At the option of the Company, the Repurchase Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 602, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price. 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 Note as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such 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 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 NotesSecurities not theretofore called for redemption, or any portion of the principal amount thereof that is an equal to $1,000 or any integral multiple of $1,000 in excess thereof (provided that no single Note Securities may be repurchased in part unless the portion of the principal amount of such Note Securities to be outstanding Outstanding after such repurchase is equal to $1,000 or an integral multiple multiples of $1,0001,000 in excess thereof), on the date (the "Repurchase Date") that is 30 45 days after the date of the Company Notice (as defined in Section 16.2) for cash 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 ); provided, however, that installments of interest accrued 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 unpaid to, but excludingthe provisions of Section 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 the provision of Article IV unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Date. If Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 12.2, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Date is between a record date for an interest payment date and such interest payment date, then the interest payable on such interest payment date shall be paid to the Holder of Record on the Note on such interest payment datePrice. Whenever in this Indenture (including Sections 2.2, 3.1, 5.1(2) and 5.8) there is a reference, in any context, to the principal of any Note Securities as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note 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.payable

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 NotesNotes not theretofore called for redemption, or any portion of the principal amount thereof that is an 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 an integral multiple multiples of U.S. $1,0001,000 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 30 days after the date of the Company Notice (as defined in Section 16.2) for cash at a purchase price payment equal to 100% of the aggregate principal amount of the Notes to be repurchased plus interest accrued and unpaid to but excluding the Repurchase Date (the "Repurchase Price") plus ); provided, however, that installments of interest accrued and unpaid toon Notes whose Stated Maturity is on or prior to the Repurchase Date shall be payable to the Holders of such Notes, but excludingor one or more Predecessor Notes, registered as such on the relevant Regular Record Date according to their terms. At the option of the Company, the Repurchase Date. If Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 11.02, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Date is between a record date for an interest payment date and such interest payment date, then the interest payable on such interest payment date shall be paid to the Holder of Record on the Note on such interest payment datePrice. Whenever in this Indenture there is a reference, in any context, to the principal of any Note as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such 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 15.3, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's NotesSecurities, or any portion of the principal amount thereof that is an equal to $1,000 or any integral multiple of $1,000 (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 an integral multiple of $1,000)excess thereof, on the date (the "Repurchase Date") that is 30 45 days after the date of the Company Notice (as defined in Section 16.215.3) for cash 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 ); provided, however, that installments of interest accrued 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 on the relevant Record Date according to their terms and unpaid tothe provisions of Section 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 IV, but excludingunless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Date. If Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth in Section 15.2, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Date is between a record date for an interest payment date and such interest payment date, then the interest payable on such interest payment date shall be paid to the Holder of Record on the Note on such interest payment datePrice. Whenever in this Indenture there is a reference, in any context, to the principal of any Note Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note 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 13.2, to require the Company to repurchase, and upon ------------ the exercise of such right the Company shall repurchase, all of such Holder's NotesSecurities not theretofore called for redemption, or any portion of the principal amount thereof that is an equal to U.S.$1,000 or any integral multiple of $1,000 (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 an integral multiple of $1,000)U.S.$1,000, on the date (the "Repurchase Date") that is 30 45 days after the date of the Company Notice (as defined in Section 16.213.3) for cash 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 ); provided, however, that -------- ------- installments of interest accrued 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 unpaid tothe provisions of Section 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 Four, but excludingunless a Change in Control shall have occurred prior to such ------------ discharge. At the option of the Company, the Repurchase Date. If Price may be paid in cash or, 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 Date is between a record date for an interest payment date and such interest payment date, then the interest payable on such interest payment date shall be paid to the Holder of Record on the Note on such interest payment datePrice. 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 Note Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note 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 12.2., to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's NotesSecurities not theretofore called for redemption, or any portion of the principal amount thereof that is an equal to $1,000 or any integral multiple of $1,000 in excess thereof (provided that no single Note Securities may be repurchased in part unless the portion of the principal amount of such Note Securities to be outstanding Outstanding after such repurchase is equal to $1,000 or an integral multiple multiples of $1,0001,000 in excess thereof), on the date (the "Repurchase Date") that is 30 45 days after the date of the Company Notice (as defined in Section 16.2) for cash 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 ); provided, however, that installments of interest accrued 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 unpaid to, but excludingthe provisions of Section 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 the provision of Article IV unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Date. If Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 12.2, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Date is between a record date for an interest payment date and such interest payment date, then the interest payable on such interest payment date shall be paid to the Holder of Record on the Note on such interest payment datePrice. Whenever in this Indenture (including Sections 2.2, 3.1, 5.1(2) and 5.8) there is a reference, in any context, to the principal of any Note Securities as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note 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.

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 NotesSecurities not theretofore called for redemption, or any portion of the principal amount thereof that is an equal to U.S.$1,000 or any greater integral multiple of $1,000 (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 an integral multiple of $1,000)U.S.$1,000, on the date (the "Repurchase Date") that is 30 days after the date of fixed by the Company Notice (as defined in Section 16.2) for cash 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"); 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 2.8. The Repurchase Date will be determined by the Company in the following manner: (i) plus interest accrued 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 unpaid to, but excluding(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 Three unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Date. If Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 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 Date is between a record date for an interest payment date and such interest payment date, then the interest payable on such interest payment date shall be paid to the Holder of Record on the Note on such interest payment datePrice. 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 Note 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 Note 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, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's NotesSecurities, or any portion of the principal amount thereof that is an equal to U.S. $1,000 or any integral multiple of U.S. $1,000 (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 an integral multiple of $1,000)excess thereof, on the date (the "Repurchase Date") that is 30 45 days after the date of the Company Notice (as defined in Section 16.2paragraph (b) for cash 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; 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 registered as such on the relevant Record Date according to their terms and unpaid tothe provisions of Section 4.1. 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 Eight, but excludingunless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Date. If Price may be paid in cash or, except as otherwise provided in paragraph (b)(7) below, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Date Price; PROVIDED that payment may not be made in Common Stock unless at the time of payment such stock is between listed on a record date for an interest payment date and such interest payment datenational securities exchange or quoted on the Nasdaq National Market. For purposes of this Section, then the interest payable on such interest payment date fair market value of shares of Common Stock shall be paid determined by the Company and shall be equal to 95% of the Holder average of Record the Closing Price of the Common Stock for the five consecutive Trading Days ending on and including the Note on such interest payment datethird Trading Day immediately preceding the Repurchase Date. Whenever in this Indenture there is a reference, in any context, to the principal of any Note Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note 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 13.2, to require the Company to repurchase, ------------ and upon the exercise of such right the Company shall repurchase, all of such Holder's NotesSecurities not theretofore called for redemption, or any portion of the principal amount thereof that is an equal to U.S.$5,000 or any greater integral multiple of $1,000 (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 an integral multiple of $1,000)U.S.$1,000, on the date (the "Repurchase Date") that is 30 45 days after the date of the Company Notice (as defined in Section 16.213.3) for cash 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 ); provided, -------- however, that installments of interest accrued 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 unpaid tothe provisions of Section 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 Four, but excludingunless a Change in Control shall have occurred ------------ prior to such discharge. At the option of the Company, the Repurchase Date. If Price may be paid in cash or, 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 Date is between a record date for an interest payment date and such interest payment date, then the interest payable on such interest payment date shall be paid to the Holder of Record on the Note on such interest payment datePrice. 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 Note Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note 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 Issuer to repurchase, and upon the exercise of such right the Company Issuer shall repurchase, all of such Holder's NotesSecurities, or any portion of the principal amount thereof that is an equal to U.S.$1,000 or any integral multiple of $1,000 thereof (provided PROVIDED that no single Note Security may be repurchased in part unless the portion of the principal amount of such Note Security to be outstanding Outstanding after such repurchase is equal to $1,000 U.S.$5,000 or an integral multiple multiples of $1,000U.S.$1,000 in excess thereof), on the date (the "Repurchase Date") that is 30 45 days after the date of the Company Issuer Notice (as defined in Section 16.215.2) for cash at a purchase price equal to 100% the following prices (expressed as percentages of the principal amount thereof) (the "Repurchase Price") in the event of a Fundamental Change occurring during the 12-month period beginning August 1 (plus interest accrued and unpaid to, but excluding, the Repurchase Date. If ): Year Percentage 1997 102% 1998 102% 1999 102% 2000 102% 2001 101% and 100% at August 1, 2002; PROVIDED that if the Applicable Price with respect to the Fundamental Change is less than the Reference Market Price, the Issuer 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, FURTHER, that installments of interest on Securities whose Stated Maturity is on or prior to the Repurchase Date is between a record date for an interest payment date and such interest payment date, then the interest payable on such interest payment date shall be paid payable to the Holder Holders of Record such Securities, or one or more Predecessor Securities, registered as such on the Note on Regular Record Date according to their terms and the provisions of Section 3.7. Such right to require the repurchase of the Securities shall not continue after a discharge of the Issuer from its obligations with respect to the Securities in accordance with Article Four, unless a Fundamental Change shall have occurred prior to such interest payment datedischarge. 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 Note Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note 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.