Common use of CONVERSION ARRANGEMENT ON REPURCHASE Clause in Contracts

CONVERSION ARRANGEMENT ON REPURCHASE. Any 2008 Debentures required to be repurchased by the Company under this Article Five, unless surrendered for conversion before the close of business on the Business Day immediately preceding the Repurchase Date, may be deemed to be purchased from the Holders of such 2008 Debentures for an amount in cash not less than the Repurchase Price, by one or more investment bankers or other purchasers who may agree with the Company to purchase such 2008 Debentures from the Holders, to convert them into Common Stock of the Company and to make payment for such 2008 Debentures to the Paying Agent in trust for such Holders. The Paying Agent shall hold and pay to the Holders whose 2008 Debentures are repurchased any such amount paid to it for purchase in the same manner as it would money deposited with -30- it by the Company for the repurchase of 2008 Debentures. Without the Paying Agent's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any 2008 Debentures shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Paying Agent as set forth in the Indenture and this Second Supplemental Indenture, and the Company agrees to indemnify the Paying Agent from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any 2008 Debentures between the Company and such purchasers, including the costs and expenses incurred by the Paying Agent in the defense of any claim or liability reasonably incurred without negligence or bad faith on its part arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under the Indenture and this Second Supplemental Indenture, in accordance with the indemnity provisions applicable to the Trustee set forth in the Indenture. ARTICLE SIX

CONVERSION ARRANGEMENT ON REPURCHASE. Any 2008 Debentures Securities required to be repurchased by the Company under this Article FiveFifteen, unless surrendered for conversion before the close of business on the Business Day immediately preceding prior to the Repurchase Date, may be deemed to be purchased from the Holders of such 2008 Debentures Securities for an amount in cash not less than the Repurchase Price, by one or more investment bankers or other purchasers who may agree with the Company to purchase such 2008 Debentures Securities from the Holders, to convert them into Common Stock of the Company and to make payment for such 2008 Debentures Securities to the Paying Agent Trustee in trust for such Holders. The Paying Agent shall hold and pay to the Holders whose 2008 2015 Debentures are repurchased any such amount paid to it for purchase in the same manner as it would money deposited with -30- it by the Company for the repurchase of 2008 2015 Debentures. Without the Paying Agent's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any 2008 2015 Debentures shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Paying Agent as set forth in the Indenture and this Second Supplemental Indenture, and the Company agrees to indemnify the Paying Agent from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any 2008 2015 Debentures between the Company and such purchasers, including the costs and expenses incurred by the Paying Agent in the defense of any claim or liability reasonably incurred without negligence or bad faith on its part arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under the Indenture and this Second Supplemental Indenture, in accordance with the indemnity provisions applicable to the Trustee set forth in the Indentureherein. ARTICLE SIXSIXTEEN SPECIAL TAX EVENT CONVERSION

CONVERSION ARRANGEMENT ON REPURCHASE. Any 2008 Debentures Securities required to be repurchased by the Company under this Article FiveFifteen, unless surrendered for conversion before the close of business on the Business Day immediately preceding prior to the Repurchase Date, may be deemed to be purchased from the Holders of such 2008 Debentures Securities for an amount in cash not less than the Repurchase Price, by one or more investment bankers or other purchasers who may agree with the Company to purchase such 2008 Debentures Securities from the Holders, to convert them into Common Stock of the Company and to make payment for such 2008 Debentures Securities to the Paying Agent Trustee in trust for such Holders. The Paying Agent shall hold and pay to the Holders whose 2008 2020 Debentures are repurchased any such amount paid to it for purchase in the same manner as it would money deposited with -30- it by the Company for the repurchase of 2008 2020 Debentures. Without the Paying Agent's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any 2008 2020 Debentures shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Paying Agent as set forth in the Indenture and this Second Supplemental Indenture, and the Company agrees to indemnify the Paying Agent from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any 2008 2020 Debentures between the Company and such purchasers, including the costs and expenses incurred by the Paying Agent in the defense of any claim or liability reasonably incurred without negligence or bad faith on its part arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under the Indenture and this Second Supplemental Indenture, in accordance with the indemnity provisions applicable to the Trustee set forth in the Indentureherein. ARTICLE SIXSIXTEEN