Common use of Right to Require Repurchase Clause in Contracts

Right to Require Repurchase. In the event that a Change in Control shall occur, then each Holder shall have the right, at the Holder’s option, but subject to the provisions of Section 13.02, to require the Company to repurchase for cash, and upon the exercise of such right the Company shall repurchase, all of such Holder’s Securities, or any portion of the principal amount thereof that is equal to U.S.$1,000 or any greater integral multiple of U.S.$1,000, on the date (the “Repurchase Date”) that is fixed by the Company 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”); 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 2.11. 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 discharge. 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 Security as of any time, such reference shall be deemed to include reference to the Repurchase Price that has become and remains payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made.

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 13.02602, to require the Company to repurchase for cashrepurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s Securities's Notes not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S.$1,000 $1,000 or any greater integral multiple of U.S.$1,000$1,000 in excess thereof (provided that no single Note may be repurchased in part unless -------- the portion of the principal amount of such Note to be Outstanding after such repurchase is equal to $1,000 or integral multiples of $1,000 in excess thereof), on the date (the “"Repurchase Date”") that is fixed by 45 days after the date of the Company Notice (as defined in Section 603) at a cash purchase price equal to one hundred percent (100%) % of the principal amount of the Securities Notes to be repurchased plus interest accrued to, but excluding, the Make-Whole Payment less Repurchase Date (including any unpaid interest paid that has accrued during the Extension Period) (the “"Repurchase Price”"); provided, -------- however, that installments of interest on Securities Notes whose Stated Maturity is on or ------- prior to the Repurchase Date shall be payable to the Holders of such SecuritiesNotes, or one or more Predecessor SecuritiesNotes, registered as such on the relevant Record Date according to their terms and the provisions of Section 2.11. The Repurchase Date will be determined by the Company in the following manner: (i) the Company will give notice 307 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) aboveIndenture. Such right to require the repurchase of the Securities Notes shall not continue after a discharge of the Company from its obligations with respect to the Securities Notes in accordance with Article 3 Four of the Indenture, unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, 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 2.05, 4.01(b501(1) and 4.08508 of the Indenture) there is a reference, in any context, to the principal of any Security Note as of any time, such reference shall be deemed to include reference to the Repurchase Price that has become and remains payable in respect of such Security Note to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Supplemental Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Supplemental Indenture or Indenture when such express mention is not made; provided, however, that for the purposes of Article Fifteen of the Indenture -------- ------- such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash. Section 602 Conditions to the Company's Election to Pay the Repurchase Price in Common Stock. The Company may elect to pay the Repurchase Price by delivery of shares of Common Stock pursuant to Section 601 if and only if the following conditions shall have been satisfied: (1) The shares of Common Stock deliverable in payment of the Repurchase Price shall have a fair market value as of the Repurchase Date of not less than the Repurchase Price. For purposes of Section 601 and this Section 602, the fair market value of shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the Closing Prices Per Share for the five consecutive Trading Days immediately preceding the second Trading Day prior to the Repurchase Date; (2) The Repurchase Price shall be paid only in cash in the event any shares of Common Stock to be issued upon repurchase of Notes hereunder (i) require registration under any federal securities law before such shares may be freely transferrable without being subject to any transfer restrictions under the Securities Act upon repurchase and if such registration is not completed or does not become effective prior to the Repurchase Date, and/or (ii) require registration with or approval of any governmental authority under any state law or any other federal law before such shares may be validly issued or delivered upon repurchase and if such registration is not completed or does not become effective or such approval is not obtained prior to the Repurchase Date; (3) Payment of the Repurchase Price may not be made in Common Stock unless such stock is, or shall have been, approved for listing on the New York Stock Exchange or quotation on the Nasdaq National Market, in either case, prior to the Repurchase Date; and (4) All shares of Common Stock which may be issued upon repurchase of Notes will be issued out of the Company's authorized but unissued Common Stock and, will upon issue, be duly and validly issued and fully paid and non- assessable and free of any preemptive rights. If all of the conditions set forth in this Section 602 are not satisfied in accordance with the terms thereof, the Repurchase Price shall be paid by the Company only 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 repurchase for cashrepurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s 's Securities, or any portion of the principal amount thereof that is equal to U.S.$1,000 U.S. $1,000 or any greater integral multiple of U.S.$1,000U.S. $1,000 in excess thereof, on the date (the “"Repurchase Date”") that is fixed by 45 days after the date of the Company Notice (as defined in Section 14.02) 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 interest accrued to the Repurchase Date; provided, however, that installments of interest on Securities whose Stated Maturity is on or prior to the Repurchase Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Record Date according to their terms and the provisions of Section 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) above3.07. 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 3 IV, unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, except as otherwise provided in Section 14.02(j), by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price; provided that payment may not be made in Common Stock unless at the time of payment such stock is listed on a national securities exchange or quoted on the Nasdaq National Market. For purposes of this Section, the fair market value of shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the Closing Prices Per Share for the five consecutive Trading Days ending on and including the third Trading Day immediately preceding the Repurchase Date. Whenever in this Indenture (including Sections 2.05, 4.01(b) and 4.08) there is a reference, in any context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price that has become and remains payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made.

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 shall occur, then each Holder of a Security of such series shall have the right, at the Holder’s 's option, but subject to the provisions of Section 13.0212.02, to require the Company to repurchase for cashrepurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s Securities's Securities of such series not theretofore called for redemption, or any portion of the principal amount Principal thereof that is equal to U.S.$1,000 $1,000 or any greater integral multiple of U.S.$1,000$1,000 in excess thereof (provided that no single Securities may be repurchased in part unless the portion of the Principal of such Securities to be Outstanding after such repurchase is at least $1,000), on the date (the “"Repurchase Date”") that is fixed by 45 days after the date of the Company Notice at a cash purchase price equal to one hundred percent (100%) % of the principal amount of the Securities to be repurchased plus interest accrued to the Make-Whole Payment less any interest paid 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 2.11. 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) above3.07. 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 3 IV unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, 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 Price. Whenever in this Indenture (including Sections 2.052.02, 4.01(b2.03, 5.01(2) and 4.085.08) there is a reference, in any context, to the principal Principal of any Security Securities as of any time, such reference shall be deemed to include reference to the Repurchase Price that has become and remains payable in respect of such Security Securities to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made; provided, however, that for the purposes of Article XIV such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash. The provisions of this Article XII shall not be applicable to the Securities of a series unless otherwise specified in a Board Resolution with respect to the Securities of such series.

Right to Require Repurchase. In the event that If a Fundamental Change in Control shall occuroccurs, 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 repurchase for cashrepurchase, and upon the exercise of such right the Company shall repurchase, for cash some or all of such Holder’s Securities's Notes not theretofore called for redemption, or any portion of the principal amount Original Principal Amount thereof that is equal to U.S.$1,000 U.S. $1,000 or any greater integral multiple of U.S.$1,000, on U.S. $1,000 in excess thereof (provided that no single Note may be repurchased in part unless the date portion of the Original Principal Amount of such Note to be outstanding after such repurchase is equal to U.S. $1,000 or integral multiples of U.S. $1,000 in excess thereof). The Company shall offer a payment (the “Repurchase Date”"REPURCHASE PRICE") that is fixed by the Company at a cash purchase price equal to one hundred percent (100%) % of the principal amount Accreted Principal Amount of the Securities Notes to be repurchased plus any accrued and unpaid interest (including Deferred Interest and Liquidated Damages, if any) to but excluding the Make-Whole Payment less any interest paid (the “Repurchase Price”); providedDate, however, that installments of interest on Securities whose Stated Maturity is unless such Repurchase Date falls after a Regular Record Date and on or prior to the Repurchase Date shall be payable to the Holders of such Securitiescorresponding Interest Payment Date, or one or more Predecessor Securities, registered as such on the 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) which case the Company will give notice pay the full amount of accrued and unpaid interest (including Liquidated Damages, if any, but excluding any Deferred Interest) payable on such Interest Payment Date to the Change in Control as contemplated in Section 13.02(a); (ii) 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 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 dischargetendering Notes for repurchase. Whenever in this Indenture (including Sections 2.05, 4.01(b) and 4.08) there is a reference, in any context, to the principal Accreted Principal Amount of any Security Note as of any time, such reference shall be deemed to include reference to the Repurchase Price that has become and remains payable in respect of such Security Note to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made.

Right to Require Repurchase. In Section 1001. Repurchase of Securities at Option of the event that Holder upon Change of Control. (a) Upon the occurrence of a Change in of Control shall occurTriggering Event, then each Holder shall have the right, at the Holder’s option, but subject to the provisions of Section 13.02, to require the Company to repurchase for cash, and upon the exercise of such right the Company shall repurchase, all notify the Trustee in writing of such Holder’s Securities, or any portion occurrence and shall make an offer to purchase (the "Change of Control Offer") the Securities at a purchase price equal to 101% of the principal amount thereof plus any accrued and unpaid interest thereon to the Change of Control Payment Date (as hereinafter defined) (the "Change of Control Purchase Price") in accordance with the procedures set forth in this Section. (b) Within 30 days of the occurrence of a Change of Control Triggering Event, the Company also shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow ▇▇▇▇▇ News Service or similar business news service in the United States and (ii) send by first-class mail, postage prepaid, to the Trustee and to each Holder of the Securities, at his or her address appearing in the register of the Securities maintained by the Securities Registrar, a notice stating: (1) that a Change of Control Triggering Event has occurred and the Change of Control Offer is equal being made pursuant to U.S.$1,000 this Section and that all such Securities timely tendered will be accepted for payment, subject to the terms and conditions set forth herein; (2) the Change of Control Purchase Price and the purchase date (which shall be a Business Day no earlier than 30 days and no later than 60 days after the date on which such notice is mailed) (the "Change of Control Payment Date"); (3) that any such Security (or portions thereof) not tendered will continue to accrue interest; (4) a description of the transaction or transactions constituting the Change of Control Triggering Event; (5) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any greater integral multiple such Securities accepted for payment pursuant to the Change of U.S.$1,000, Control Offer shall cease to accrue interest after the Change of Control Payment Date; (6) that Holders accepting the offer to have their Securities purchased pursuant to a Change of Control Offer will be required to surrender such Securities to the Paying Agent at the address specified in the notice prior to the close of business on the date Business Day preceding the Change of Control Payment Date; (the “Repurchase Date”7) that is fixed by Holders will be entitled to withdraw their acceptance if the Company at Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a cash purchase price equal to one hundred percent (100%) facsimile transmission or letter setting forth the name of the Holder, the principal amount of such Securities delivered for purchase, and a statement that such holder is withdrawing his or her election to have such Securities purchased; (8) that Holders whose Securities are being purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered, provided that each Security purchased and each such new Security issued shall be in a principal amount in denominations of $1,000 and integral multiples thereof; and (9) any other procedures that a holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance. (c) On the Change of Control Payment Date, the Company shall (a) accept for payment the Securities or portions thereof tendered pursuant to the Change of Control Offer, (b) deposit with the Paying Agent money sufficient to pay the Change of Control Purchase Price and (c) deliver or cause to be repurchased plus the Make-Whole Payment less any interest paid (the “Repurchase Price”); provided, however, that installments of interest on Securities whose Stated Maturity is on or prior delivered to the Repurchase Date shall be payable Trustee the Securities so accepted together with an Officers' Certificate indicating the Securities or portions thereof tendered to the Holders Company. The Paying Agent shall promptly mail to each holder of Securities so accepted payment in an amount equal to the Change of Control Purchase Price for 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 2.11. The Repurchase Date will be determined by the Company Trustee shall promptly authenticate and mail to such Holder a new Security equal 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 principal amount 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 any unpurchased portion 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 surrendered; provided that each such discharge. 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 new Security as of any time, such reference shall be deemed to include reference to the Repurchase Price that has become issued in an original principal amount in denominations of $1,000 and remains payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not madeintegral multiples thereof.

Right to Require Repurchase. In the event that a Change in Control shall occur, then each Holder shall have the right, at the Holder’s 's option, but subject to the provisions of Section 13.0212.2, to require the Company to repurchase for cashrepurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s Securities's Securities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S.$1,000 or any greater integral multiple of U.S.$1,000, on the date (the “Repurchase Date”"REPURCHASE DATE") that is fixed by the Company at a cash purchase price equal to one hundred percent (100%) 101% of the principal amount of the Securities to be repurchased plus interest accrued to the Make-Whole Payment less any interest paid Repurchase Date (the “Repurchase Price”"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 2.112.8. 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 13.02(a12.3(a); (ii) the each Holder will give notice of its election electing to exercise the repurchase right must deliver, on or before the thirtieth (30th) day (or such greater period as contemplated may be required by applicable law) after the date of the Company's notice provided in Section 13.02(b)provision (i) above: (A) irrevocable written notice to the trustee of such Holder's exercise of its repurchase right, and (B) the Securities with respect to which such repurchase right is being exercised; and (iii) the Company will make the repurchase on a date that is no later than forty-five (45) 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 Three unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, 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 Price. Whenever in this Indenture (including Sections 2.052.2, 4.01(b4.1(a) and 4.084.8) there is a reference, in any context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price that has become and remains payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made; provided, however, that for the purposes of Article Eleven such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash. For purposes of this Section 12.1, the fair market value of shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the closing price per share of the Common Stock on The Nasdaq National Market or the principal exchange on which the Common Stock is traded for each of the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the Repurchase Date.

Right to Require Repurchase. In the event that a Change in Control (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder’s 's option, but subject to the provisions of Section 13.0213.2, to require the Company to repurchase for cashrepurchase, and upon ------------ the exercise of such right the Company shall repurchase, all of such Holder’s Securities's Securities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S.$1,000 or any greater integral multiple of U.S.$1,000, on the date (the “"Repurchase Date”") that is fixed by 45 days after the date of the Company Notice (as defined in Section 13.3) at a cash purchase price equal to one hundred percent (------------ 100%) % of the principal amount of the Securities to be repurchased plus interest accrued to the Make-Whole Payment less any interest paid 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 2.11. 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) above3.7. 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 3 Four, unless a Change in Control shall have occurred prior to such ------------ discharge. At the option of the Company, the Repurchase Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 13.2, by delivery of shares of Common Stock having a fair market value ------------ equal to the Repurchase Price. Whenever in this Indenture (including Sections 2.05-------- 2.2, 4.01(b3.1, 5.1(1) and 4.085.8) there is a reference, in any context, to the principal --- ----------- --- of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price that has become and remains payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made; provided, however, that for the -------- ------- purposes of Article 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. (a) In the event that a Change in Control (as hereinafter defined) shall occur, then each Holder the holder of this Security shall have the right, at the Holder’s such holder's option, but subject to the provisions of Section 13.02, to require the Company to repurchase for cashrepurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s Securitiesthis Security, or any portion of the principal amount thereof hereof that is equal to U.S.$1,000 $1,000 or any greater integral multiple of U.S.$1,000thereof, on the date (the “"Repurchase Date”") that is fixed by 15 Trading Days after the date on which the Company gives notice of such Change of Control to the holder of this Security, at a cash purchase price equal to one hundred percent the Repurchase Price. 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 in Section 3(b), by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price as described in Section 3(b). The Company agrees to give the holder of this Security notice of any Change in Control, by facsimile transmission confirmed in writing by overnight courier service, promptly and in any event within two Trading Days of the occurrence thereof. (100%b) The Company may elect to pay the Repurchase Price by delivery of shares of Common Stock pursuant to Section 3(a), if and only if the following conditions have been satisfied: (1) The shares of Common Stock deliverable in payment of the Repurchase Price shall have a fair market value as of the Repurchase Date of not less than the Repurchase Price. For purposes of this Section 3(b), the fair market value of shares of Common Stock shall be equal to the average of the Closing Prices for the five consecutive Trading Days ending on and including the third Trading Day immediately preceding the Repurchase Date; (2) The shares of Common Stock to be issued upon repurchase of this Security shall have been registered for resale by the holder upon issuance pursuant to an effective registration statement under the Securities Act of 1933, all in accordance with the Registration Rights Agreement; (3) If any shares of Common Stock to be issued upon repurchase of this Security require registration with or approval of any governmental authority under any State law or any other Federal law before such shares may be validly issued or delivered upon repurchase, such registration shall have been completed, have become effective and such approval shall have been obtained, in each case, prior to the Repurchase Date; (4) The shares of Common Stock deliverable in payment of the Repurchase Price shall have been approved for quotation in the Nasdaq National Market or listed on a national securities exchange immediately prior to the Repurchase Date; (5) All shares of Common Stock deliverable in payment of the Repurchase Price shall be issued out of the Company's authorized but unissued Common Stock and will, upon issue, be duly and validly issued and fully paid and non-assessable and free of any preemptive rights; and (6) The Company shall have delivered to the holder, prior to the Repurchase Date, an undertaking of the Company in the form attached as Annex A hereto. Notwithstanding any other provision of this Security, the Company shall, if the holder so elects, deliver the shares of Common Stock issuable pursuant to this Section 3 to any third party designated by the holder. If all of the conditions set forth in this Section 3(b) are not satisfied in accordance with the terms thereof, the Repurchase Price shall be paid by the Company only in cash. (c) To exercise a repurchase right, the holder shall deliver to the Company on or before the 10th day prior to the Repurchase Date, together with this Security, written notice of the holder's exercise of such right, which notice shall set forth the name of the holder, the principal amount of this Security to be repurchased (and, if this Security is to be repurchased in part, the portion of the principal amount of the Securities thereof to be repurchased plus and the Make-Whole Payment less name of the person in which the portion thereof to remain outstanding after such repurchase is to be registered) and a statement that an election to exercise the repurchase right is being made thereby, and, in the event that the Repurchase Price shall be paid in shares of Common Stock, the name or names (with addresses) in which the certificate or certificates for shares of Common Stock shall be issued. Such written notice shall be irrevocable, except that the right of the holder to convert this Security (or the portion hereof with respect to which the repurchase right is being exercised) shall continue until the close of business on the Repurchase Date (or if the Company elects to pay the Repurchase Price by delivery of shares of Common Stock, until the close of business on the Trading Day immediately preceding the first delivery of Common Stock in respect thereof). (d) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid to the holder the Repurchase Price in cash or shares of Common Stock, as provided above, on or prior to the Repurchase Date. (e) If this Security (or portion thereof) is surrendered for repurchase and is not so paid on the Repurchase Date, the principal amount of this Security (or such portion hereof, as the case may be) shall, until paid, bear interest to the extent permitted by applicable law from the Repurchase Date at the rate of 20.0% per annum, payable in cash, and shall remain convertible into Common Stock until the principal of this Security (or portion thereof, as the case may be) shall have been paid or duly provided for. (f) If this Security is to be repurchased only in part, it shall be surrendered to the Company at the Designated Office (with, if the Company so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company duly executed by, the holder hereof or his attorney duly authorized in writing), and the Company shall execute and make available for delivery to the holder without service charge, a new Security or Securities, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Security so surrendered. (g) Any issuance of shares of Common Stock in respect of the Repurchase Price shall be deemed to have been effected immediately prior to the close of business on the Repurchase Date and the person or persons in whose name or names any interest paid (certificate or certificates for shares of Common Stock shall be issuable upon such repurchase shall be deemed to have become on the “Repurchase Price”)Date the holder or holders of record of the shares represented thereby; provided, however, that installments any surrender for repurchase on a date when the stock transfer books of interest the Company shall be closed shall constitute the person or persons in whose name or names the certificate or certificates for such shares are to be issued as the record holder or holders thereof for all purposes at the opening of business on Securities whose Stated Maturity is the next succeeding day on which such stock transfer books are open. Subject to Section 2(b), no payment or adjustment shall be made for dividends or distributions on any Common Stock issued upon repurchase of this Security declared prior to the Repurchase Date Date. (h) No fractions of shares shall be payable issued upon repurchase of this Security. Instead of any fractional share of Common Stock which would otherwise be issuable on the repurchase of this Security, the Company will deliver to the Holders holder its check for the current market value 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 2.11fractional share. The Repurchase Date will current market value of a fraction of a share shall be determined by multiplying the current market price of a full share by the fraction, and rounding the result to the nearest cent. (i) Any issuance and delivery of certificates for shares of Common Stock on repurchase of this Security shall be made without charge to the holder of this Security for such certificates or for any tax or duty in respect of the issuance or delivery of such certificates or the securities represented thereby; provided, however, that the Company shall not be required to pay any tax or duty which may be payable in respect of any transfer involved in the following manner: issuance or delivery of certificates for shares of Common Stock in a name other than that of the holder of this Security, and no such issuance or delivery shall be made unless and until the person requesting such issuance or delivery has paid to the Company the amount of any such tax or duty or has established, to the satisfaction of the Company, that such tax or duty has been paid. (j) For purposes of this Section 3: (1) the term "beneficial owner" shall be determined in accordance with Rule 13d-3 promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934; (2) a "Change in Control" shall be deemed to have occurred at the time, after the original issuance of this Security, of: (i) the Company will give notice acquisition by any person of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of transactions, of shares of capital stock of the Change Company entitling such person to exercise 33J% or more of the total voting power of all shares of capital stock of the Company entitled to vote generally in Control as contemplated in Section 13.02(a)the elections of directors (any shares of voting stock of which such person is the beneficial owner that are not then outstanding being deemed outstanding for purposes of calculating such percentage) other than any such acquisition by the Company or any employee benefit plan of the Company; or (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 any consolidation or merger of the Company from its obligations with respect or into, any other person, any merger of another person with or into the Company, or any conveyance, transfer, sale, lease or other disposition of all or substantially all of the assets of the Company to the Securities another person (other than (a) any such transaction (x) which does not result in accordance with Article 3 unless a Change in Control shall have occurred any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock and (y) pursuant to which holders of Common Stock immediately prior to such discharge. Whenever in this Indenture (including Sections 2.05transaction have the entitlement to exercise, 4.01(b) and 4.08) there is a referencedirectly or indirectly, in any context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price that has become and remains payable in respect of such Security to the extent that such Repurchase Price is, was [****] or would be so payable at such time, and express mention more of the Repurchase Price total voting power of all shares of capital stock entitled to vote generally in the election of directors of the continuing or surviving person immediately after such transaction and (b) any provision merger which is effected solely to change the jurisdiction of this Indenture shall not be construed as excluding incorporation of the Repurchase Price Company and results in those provisions a reclassification, conversion or exchange of this Indenture when such express mention is not made.outstanding shares of Common Stock into solely shares of common stock);

Right to Require Repurchase. Section 8.1. Repurchase of Securities at Option of the Holder upon Change of Control or Regulatory Redemption Event. (a) In the event that a Change in of Control or a Regulatory Redemption Event (the date on which such event occurs being referred to as the "Event Date") occurs, the Company shall occurbe required to commence an offer to purchase Securities (each an "Event Offer"), then and each Holder of Securities shall have the right, at the such Holder’s 's option, but subject to the provisions of Section 13.02terms and conditions hereof, to require the Company to repurchase for cash, and upon the exercise all or any part (in integral multiples of such right the Company shall repurchase, all $1.00) of such Holder’s Securities's Notes, or any portion at a Cash price (the "Event Offer Price") equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase thereof (the "Event Payment Date") in accordance with the following provision. (b) In the event that, pursuant to this Section 8.1, the Company shall be required to commence an Event Offer, the Company shall follow the procedures set forth in this Section 8.1 as follows: 104 116 (i) the Event Offer shall commence within 10 Business Days following the Event Date; (ii) the Event Offer shall remain open for 20 Business Days and no longer, except to the extent that a longer period is equal required by applicable law (the "Event Offer Period"); (iii) within five Business Days following the expiration of an Event Offer (and in any event not later than 35 Business Days following the Event Date), the Company shall purchase all of the tendered Securities at the Event Offer Price together with accrued interest to U.S.$1,000 the Event Payment Date; (iv) if the Event Payment Date is on or after an interest payment record date and on or before the related interest payment date, any accrued interest will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Securities pursuant to the Event Offer and who are paid on the Event Payment Date; (v) the Company shall provide the Trustee with notice of the Event Offer at least five Business Days before the commencement of any Event Offer; and (vi) on or before the commencement of any Event Offer, the Company or the Trustee (upon the request and at the expense of the Company) shall send, by first-class mail, a notice to each of the Holders, which (to the extent consistent with this Indenture) shall govern the terms of the Event Offer and shall state: (1) that the Event Offer is being made pursuant to this Section 8.1; (2) the Event Offer Price (including the amount of accrued and unpaid interest), the Event Payment Date and the Event Put Date (as defined below); 105 117 (3) that any Security or portion thereof not tendered or accepted for payment will continue to accrue interest; (4) that, unless (a) the Company defaults in depositing Cash with the Paying Agent (which may not for purposes of this Section 8.1, notwithstanding anything in this Indenture to the contrary, be the Company or any greater integral multiple Affiliate of U.S.$1,000the Company) in accordance with the last paragraph of this clause (b) or (b) such Event Payment (an "Event Payment")is prevented for any reason, any Security or portion thereof accepted for payment pursuant to the Event Offer shall cease to accrue interest after the Event Payment Date; (5) that Holders electing to have a Security, or portion thereof, purchased pursuant to an Event Offer will be required to surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the date reverse of the Security completed, to the Paying Agent (which may not for purposes of this Section 8.1, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) at the address specified in the notice prior to the close of business on the fifth Business Day prior to the Event Payment Date (the “Repurchase "Event Put Date”"); (6) that is fixed by Holders will be entitled to withdraw their elections, in whole or in part, if the Paying Agent (which, for purposes of this Section 8.1, notwithstanding any other provision of this Indenture, may not be the Company at or an Affiliate of the Company) receives, up to the close of business on the Event Put Date, a cash purchase price equal to one hundred percent (100%) telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities the Holder is withdrawing and a statement that 106 118 such Holder is withdrawing his election to be repurchased plus have such principal amount of Securities purchased; and (7) a brief description of the Make-Whole events resulting in such Change of Control or Required Regulatory Redemption. No later than 12:00 noon, New York City Time, on an Event Payment less any interest paid Date, the Company shall (i) accept for payment Securities or portions thereof properly tendered pursuant to the “Repurchase Price”); provided, however, that installments of interest on Securities whose Stated Maturity is on or Event Offer prior to the Repurchase close of business on the Event Put Date, (ii) irrevocably deposit with the Paying Agent Cash sufficient to pay the Event Offer Price (including accrued and unpaid interest) of all Securities so tendered and (iii) deliver to the Trustee Securities so accepted together with an Officer's Certificate listing the Securities or portions thereof being purchased by the Company. The Paying Agent shall on the Event Payment Date shall be payable pay to the Holders of such SecuritiesSecurities so accepted an amount equal to the Event Offer Price (including accrued and unpaid interest), or one or more Predecessor Securities, registered as such on the relevant Record Date according to their terms and the provisions Trustee shall promptly authenticate and mail or deliver to such Holders a new Security equal in principal amount to any unpurchased portion of Section 2.11the Security surrendered. The Repurchase Date will Any Securities not so accepted shall be determined promptly mailed or delivered 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) to 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 discharge. 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 Security as of any time, such reference shall be deemed to include reference to the Repurchase Price that has become and remains payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not madethereof.

Right to Require Repurchase. In the event that a Change in Control shall occur, then each Holder shall have the right, at the Holder’s 's option, but subject to the provisions of Section 13.0212.2, to require the Company to repurchase for cashrepurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s Securities's Securities not theretofore called for redemption, or any portion of the principal amount Accreted Value thereof that is equal to U.S.$1,000 U.S. $1,000 or any greater integral multiple of U.S.$1,000U.S. $1,000, on the date (the “Repurchase Date”"REPURCHASE DATE") that is fixed by the Company at a cash purchase price equal to one hundred percent (100%) 101% of the principal amount Accreted Value of the Securities to be repurchased repurchased, plus the Make-Whole Payment less any difference between the Accreted Value of such Securities and such principal amount, plus interest paid accrued and unpaid to the Repurchase Date (the “Repurchase Price”"REPURCHASE PRICE"); providedPROVIDED, howeverHOWEVER, that installments instalments of interest on Securities whose Stated Maturity is on or prior to the Repurchase Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Record Date according to their terms and the provisions of Section 2.113.6. 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 13.02(a12.3(1); (ii) the each Holder will give notice of its election electing to exercise the repurchase right must deliver, on or before the 30th day (or such greater period as contemplated may be required by applicable law) after the date of the Company's notice provided in Section 13.02(b)provision (i) above: (A) irrevocable written notice to the trustee of such Holder's exercise of its repurchase right, and (B) the Securities with respect to which such repurchase right is being exercised; and (iii) the Company will make the repurchase on a date that is no later than forty-five (45) 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 4 unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, 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 Price. Whenever in this Indenture (including Sections 2.053.1, 4.01(b5.1(1) and 4.085.8) there is a reference, in any context, context to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price that has become and remains payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made; PROVIDED, HOWEVER, that for the purposes of Article 12 such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash. For purposes of this Section 12.1, the fair market value of Ordinary Shares or ADSs shall be determined by the Company and shall be equal to 90% of the Volume Weighted Average Price of the Ordinary Shares or ADSs for the 30 consecutive Trading Day period immediately preceding and including the third Trading Day prior to the Repurchase Date.

Right to Require Repurchase. In the event that a Change in Control (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder’s 's option, but subject to the provisions of Section 13.0213.2, to require the Company to repurchase for cashrepurchase, ------------ and upon the exercise of such right the Company shall repurchase, all of such Holder’s Securities's Securities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S.$1,000 U.S.$5,000 or any greater integral multiple of U.S.$1,000, on the date (the “"Repurchase Date”") that is fixed by 45 days after the date of the Company Notice (as defined in Section 13.3) at a cash purchase ------------ price equal to one hundred percent (100%) % of the principal amount of the Securities to be repurchased plus interest accrued to the Make-Whole Payment less any interest paid 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 2.113.7. 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 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 Four, unless a Change in Control shall have occurred ------------ prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 13.2, by delivery of shares of Common Stock having a fair ------------ market value equal to the Repurchase Price. Whenever in this Indenture (including Sections 2.052.2, 4.01(b3.1, 5.1(1) and 4.085.8) there is a reference, in any ------------------------- --- context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price that has become and remains payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made; provided, however, that for the purposes of Article 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 's option, but subject to the provisions of Section 13.021402, to require the Company to repurchase for cashrepurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s 's Securities, or any portion of the principal amount thereof that is equal to U.S.$1,000 $1,000 or any greater an integral multiple of U.S.$1,000$1,000 in excess thereof, on the date (the “"Repurchase Date”") that is fixed by 45 days after the date of the Company Notice (as defined in Section 1403) at a cash purchase price equal to one hundred percent (100%) % of the principal amount of the Securities to be repurchased plus interest accrued to the Make-Whole Payment less any interest paid 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 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 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) above307. 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 Four, unless a Change in of Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 1402, 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 either in cash or by delivery of shares of Common Stock shall constitute an Event of Default for purposes of Section 501(1) hereof notwithstanding the Company's inability to comply with provisions or satisfy any conditions set forth in Section 1402. Whenever in this Indenture (including Sections 2.05202, 4.01(b301, 501(2) and 4.08508) there is a reference, in any an context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price that has become and remains payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made; provided 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. (a) In the event that a Change in Control shall occur, then each Holder the holder of this Security shall have the right, at the Holder’s such holder's option, but subject to the provisions of Section 13.02, to require the Company to repurchase for cashrepurchase, and upon the exercise of such right fight the Company shall repurchase, all of such Holder’s Securitiesthis Security, or any portion of the principal amount thereof hereof that is equal to U.S.$1,000 $1,000 or any greater integral multiple of U.S.$1,000thereof, on the date (the “"Repurchase Date”") that is fixed by thirty (30) Trading Days after the date on which the Company gives notice thereof to the holder of this Security, at a cash purchase price equal to one hundred percent (100%) % of the principal amount of the Securities this Security to be repurchased plus interest accrued to the Make-Whole Payment less any interest paid Repurchase Date (the “"Repurchase Price”"); provided, however, that installments of interest on Securities this Security whose Stated Maturity stated maturity is on or prior to the Repurchase Date shall be payable to the Holders holder of such Securitiesthis Security, or one or more Predecessor predecessor Securities, registered as such on the relevant Record Date according to their terms and terms. At the provisions option of Section 2.11. The the Company, the Repurchase Date will Price may be determined paid in cash or subject to the fulfillment by the Company of the conditions set forth in each of Section 5 and Section 6 and subject to the following manner: (i) limitations set forth in each of Section 5 and Section 6, by delivery of shares of Common Stock or in common stock of any Person which succeeds the Company will up to a maximum amount often percent (10%) of the then issued and outstanding Common Stock or common stock of such Person following any Change in Control, provided, however, the cash plus the fair market value of such shares shall equal the Repurchase Price. The Company agrees to give the holder of this Security notice of any Change in Control, by facsimile transmission confirmed in writing by overnight courier service, promptly and in any event within two (2) Trading Days of the occurrence thereof. (b) To exercise a repurchase right, the holder shall deliver to the Company on or before the 10th Trading Day prior to the Repurchase Date, together with this Security, written notice of the Change holder's exercise of such right, which notice shall set forth the name of the holder, the number of shares of Common Stock then owned by such holder and its affiliates, the principal amount of this Security to be repurchased (and, if this Security is to be repurchased in Control as contemplated part, the portion of the principal amount thereof to be repurchased and the name of the person in Section 13.02(a); (iiwhich the portion thereof to remain outstanding after such repurchase is to be registered) the Holder will give notice of its and a statement that an election to exercise the repurchase right is being made thereby and, in the event that the Repurchase Price shall be paid in whole or in part by the delivery of shares, as contemplated provided above, the name or names (and the addresses) in Section 13.02(b); and (iii) which 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) abovecertificates for shares shall be issued. Such right to require written notice shall be irrevocable, except that the repurchase fight of the Securities shall not continue after a discharge of holder to convert this Security (or the Company from its obligations portion hereof with respect to which the Securities repurchase right is being exercised) shall continue until the close of business on the Repurchase Date (or if the Company elects to pay the Repurchase Price by delivery of shares as provided above, until the close of business on the Trading Day immediately preceding the first delivery of shares with respect thereto). (c) In the event a repurchase right shall be exercised in accordance with Article 3 unless a Change the terms hereof, the Company shall pay or cause to be paid to the holder the Repurchase Price in Control shall have occurred cash or shares, as provided above, together with accrued and unpaid interest to the Repurchase Date; provided, however, that installments of interest that mature on or prior to such discharge. Whenever the Repurchase Date shall be payable in this Indenture (including Sections 2.05, 4.01(b) and 4.08) there is a reference, in any contextcash, to the holders of this Security, or one or more predecessor Securities, registered as such at the close of business on the relevant regular record date. (d) If this Security (or portion thereof) is surrendered for repurchase and is not so paid on or prior to the Repurchase Date, the principal amount of this Security (or such portion hereof, as the case may be) shall, until paid, bear interest to the extent permitted by applicable law from the Repurchase Date at eleven percent (11%) per annum, and shall remain convertible into Common Stock until the principal of any this Security (or portion thereof, as the case may be) shall have been paid or duly provided for. (e) If this Security is to be repurchased only in part, it shall be surrendered to the Company at the Designated Office (with, if the Company so requires, due endorsement by, or a written instrument of any timetransfer in form satisfactory to the Company duly executed by, such reference the holder hereof or his attorney duly authorized in writing), and the Company shall execute and make available for delivery to the holder without service charge, a new Security or Securities, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Security so surrendered. (f) For purposes of this Section 3. (1) the term "beneficial owner" shall be determined in accordance with Rule 13d-3 promulgated by the Securities and Exchange Commission pursuant to the Exchange Act; and (2) a "Change in Control" shall be deemed to include reference to have occurred at the Repurchase Price that has become and remains payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention after the original issuance of this Security, of: (i) the acquisition by any Person of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of transactions, of shares of capital stock of the Repurchase Price Company entitling such Person to exercise 50% or more of the total voting power of all shares of capital stock of the Company entitled to vote generally in the election of directors (any shares of voting stock of which such Person is the beneficial owner that are not then outstanding being deemed outstanding for purposes of calculating such percentage) other than any such acquisition by the Company or any employee benefit plan of the Company; or (ii) any consolidation or merger of the Company with or into, any other Person, any merger of another Person with or into the Company, or any conveyance, transfer, sale, lease or other disposition of all or substantially all of the assets of the Company to another Person (other than (a) any such transaction (x) which does not result in any provision reclassification, conversion, exchange or cancellation of this Indenture shall not be construed as excluding outstanding shares of Common Stock and (y) pursuant to which holders of Common Stock immediately prior to such transaction have the Repurchase Price entitlement to exercise, directly or indirectly, 50% or more of the total voting power of all shares of capital stock entitled to vote generally in those provisions the election of this Indenture when directors of the continuing or surviving Person immediately after such express mention transaction and (b) any merger which is not made.effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock into solely shares of common stock,

Right to Require Repurchase. (a) In the event that a Change in Control (as hereinafter defined) shall occur, then each Holder the holder of this Security shall have the right, at the Holder’s such holder's option, but subject to the provisions rights of Section 13.02holders of Senior Indebtedness, to require the Company to repurchase for cashrepurchase, and upon the exercise of such right the Company shall repurchaserepur- chase, all of such Holder’s Securitiesthis Security, or any portion of the principal amount thereof hereof that is equal to U.S.$1,000 $5,500 or any greater integral multiple of U.S.$1,000thereof, on the date (the “"Repurchase Date”") that is fixed by ten Trading Days after the date on which the Company gives notice thereof to the holder of this Security, at a cash purchase price equal to one hundred percent (100%) 105% of the principal amount of the Securities this Security to be repurchased repurchased, plus interest accrued to the Make-Whole Payment less any interest paid Repurchase Date (the “"Repurchase Price”"); provided, however, that installments of interest on Securities this Security whose Stated Maturity stated maturity is on or prior to the Repurchase Date shall be payable to the Holders holder of such Securitiesthis Security, or one or more Predecessor predecessor Securities, registered as such on the relevant Record Date according to their terms and terms. Upon surrender of this Security for repurchase, the provisions of Section 2.11. The Repurchase Date holder will be determined entitled to receive the interest accruing on the principal amount of this Security then being repurchased from the interest payment date next preceding the date of such repurchase to such date of repurchase. 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 in Section 3(b), by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price as described in Section 3(b). The Company agrees to give the holder of this Security notice of any Change in Control, by facsimile transmission confirmed in writing by overnight courier service, promptly and in any event within two Trading Days of the occurrence thereof. (b) The Company may elect to pay the Repurchase Price by delivery of shares of Common Stock pursuant to Section 3(a), if and only if the following manner: conditions have been satisfied: (i1) The shares of Common Stock deliverable in payment of the Repurchase Price shall have a fair market value as of the Repurchase Date of not less than the Repurchase Price. For purposes of this Section 3(b), the fair market value of shares of Common Stock shall be equal to 95% of the average of the Closing Prices for the five consecutive Trading Days ending on and including the third Trading Day immediately preceding the Repurchase Date; (2) In the event any shares of Common Stock to be issued upon repurchase of this Security require registration under any Federal securities law before such shares may be freely transferable without being subject to any transfer restrictions under the Securities Act of 1933 upon issuance, such registration shall have been completed and shall have become effective prior to the Repurchase Date; (3) In the event any shares of Common Stock to be issued upon repurchase of this Security require registration with or approval of any governmental authority under any State law or any other Federal law before such shares may be validly issued or delivered upon repurchase, such registration shall have been completed, have become effective and such approval shall have been obtained, in each case, prior to the Repurchase Date; (4) Immediately prior to the Repurchase Date the shares of Common Stock deliverable in payment of the Repurchase Price shall have been approved for trading or listed on the American Stock Exchange or the principal national securities exchange or interdealer quotation system on which the Common Stock is then admitted to trading or listed; and (5) All shares of Common Stock deliverable in payment of the Repurchase Price shall be issued out of the Company's authorized but unissued Common Stock and will, upon issue, be duly and validly issued and fully paid and non-assessable and free of any preemptive rights. If all of the conditions set forth in this Section 3(b) are not satisfied in accordance with the terms thereof, the Repurchase Price shall be paid by the Company will give only in cash. (c) To exercise a repurchase right, the holder shall deliver to the Company on or before the 5th day prior to the Repurchase Date, together with this Security, written notice of the Change holder's exercise of such right, which notice shall set forth the name of the holder, the principal amount of this Security to be repurchased (and, if this Security is to be repurchased in Control as contemplated part, the portion of the principal amount thereof to be repurchased and the name of the person in Section 13.02(a); (iiwhich the portion thereof to remain outstanding after such repurchase is to be registered) the Holder will give notice of its and a statement that an election to exercise the repurchase right as contemplated is being made thereby, and, in Section 13.02(b); and the event that the Repurchase Price shall be paid in shares of Common Stock, the name or names (iiiwith addresses) in which the certificate or certificates for shares of Common Stock shall be issued. Such written notice shall be irrevocable, except that the right of the holder to convert this Security (or the portion hereof with respect to which the repurchase right is being exercised) shall continue until the close of business on the Repurchase Date. (d) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company will shall pay or cause to be paid to the holder the Repurchase Price in cash or shares of Common Stock, as provided above, or, if shares of Common Stock are to be paid, as promptly after the Repurchase Date as practicable, together with accrued and unpaid interest to the Repurchase Date; provided, however, that installments of interest that mature on or prior to the Repurchase Date shall be payable in cash, to the holders of this Security, or one or more predecessor Securities, registered as such at the close of business on the relevant regular record date. (e) If this Security (or portion thereof) is surrendered for repurchase and is not so paid on the Repurchase Date, the principal amount of this Security (or such portion hereof, as the case may be) shall, until paid, bear interest to the extent permitted by applicable law from the Repurchase Date at the rate per annum borne by this Security, and shall remain convertible into Common Stock until the principal of this Security (or portion thereof, as the case may be) shall have been paid or duly provided for. (f) If this Security is to be repurchased only in part, it shall be surrendered to the Company at the Designated Office (with, if the Company so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company duly executed by, the holder hereof or his attorney duly authorized in writing), and the Company shall execute and make available for delivery to the holder without service charge, a new Security or Securities, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Security so surrendered. (g) Any issuance of shares of Common Stock in respect of the Repurchase Price shall be deemed to have been effected immediately prior to the close of business on the Repurchase Date and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such repurchase shall be deemed to have become on the Repurchase Date the holder or holders of record of the shares represented thereby; provided, however, that any surrender for repurchase on a date when the stock transfer books of the Company shall be closed shall constitute the person or persons in whose name or names the certificate or certificates for such shares are to be issued as the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open. No payment or adjustment shall be made for dividends or distributions on any Common Stock issued upon repurchase of this Security declared prior to the Repurchase Date. (h) No fractions of shares shall be issued upon repurchase of this Security. Instead of any fractional share of Common Stock which would otherwise be issuable on the repurchase of this Security, the Company will deliver to the holder its check for the current market value of such fractional share. The current market value of a fraction of a share shall be determined by multiplying the current market price of a full share by the fraction, and rounding the result to the nearest cent. For purposes of this Section 3 the current market price of a share of Common Stock shall be the Closing Price of the Common Stock on the Trading Day immediately preceding the Repurchase Date. (i) Any issuance and delivery of certificates for shares of Common Stock on repurchase of this Security shall be made without charge to the holder of this Security for such certificates or for any stamp or transfer tax or duty in respect of the issuance or delivery of such certificates or the securities represented thereby; provided, however, that is the Company shall not be required to pay any tax or duty which may be payable in respect of any transfer involved in the issuance or delivery of certificates for shares of Common Stock in a name other than that of the holder of this Security, and no later than forty-five such issuance or delivery shall be made unless and until the person requesting such issuance or delivery has paid to the Company the amount of any such tax or duty or has established, to the satisfaction of the Company, that such tax or duty has been paid. (45j) days For purposes of this Section 3; (1) the term "beneficial owner" shall be determined in accordance with Rule 13d-3 promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934; and (2) a "Change in Control" shall be deemed to have occurred at the time, after the Holder has delivered original issuance of this Security, of: (i) the notice provided acquisition by any person of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of transactions, of shares of capital stock of the Company entitling such person to exercise 50% or more of the total voting power of all shares of capital stock of the Company entitled to vote generally in proviso the election of directors (any shares of voting stock of which such person is the beneficial owner that are not then outstanding being deemed outstanding for purposes of calculating such percentage) other than any such acquisition by the Company or any employee benefit plan of the Company; (ii) above. Such right to require the repurchase of the Securities shall not continue after a discharge any consolidation or merger of the Company from its obligations with respect or into, any other person, any merger of another person with or into the Company, or any conveyance, transfer, sale, lease or other disposition of all or substantially all of the assets of the Company to another person (other than (a) any such transaction (x) which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock and (y) pursuant to which holders of Common Stock immediately prior to such transaction have the Securities entitlement to exercise, directly or indirectly, 50% or more of the total voting power of all shares of capital stock entitled to vote generally in accordance with Article 3 unless the election of directors of the continuing or surviving person immediately after such transaction and (b) any merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of common stock); provided, however, that a Change in Control shall have occurred prior to such discharge. 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 Security as of any time, such reference shall not be deemed to include reference have occurred if the Closing Price for any five Trading Days within the period of 10 consecutive Trading Days (x) ending immediately after the later of the date of the Change in Control or the date of the public announcement of the Change in Control (in the case of a Change in Control under Clause (i) above) or (y) ending immediately prior to the Repurchase Price that has become and remains payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention date of the Repurchase Change in Control (in the case of a Change in Control under Clause (ii) above) shall equal or exceed 105% of the Conversion Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when effect on each such express mention is not madeTrading Day.

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 's option, but subject to the provisions of Section 13.021502, to require the Company to repurchase for cashrepurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s Securities's ____% Debentures, or any portion of the principal amount thereof that is equal to U.S.$1,000 $1,000 or any greater integral multiple of U.S.$1,000$1,000 in excess thereof, on the date (the “"Repurchase Date”") that is fixed by 45 days after the date of the Company Notice (as defined in Section 1503) at a cash purchase price equal to one hundred percent (100%) % of the principal amount of the Securities ____% Debentures to be repurchased plus interest accrued to the Make-Whole Payment less any interest paid Repurchase Date (the “"Repurchase Price”"); provided, however, that installments of interest on Securities ____% Debentures whose Stated Maturity is on or prior to the Repurchase Date shall be payable to the Holders of such Securities____% Debentures, or one or more Predecessor Securities____% Debentures, registered as such at the close of business on the relevant Record Date according to their terms and the provisions of Section 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) above307. Such right to require the repurchase of the Securities ____% Debentures shall not continue after a discharge of the Company from its obligations with respect to the Securities ____% Debentures in accordance with Article 3 Four, unless a Change in of Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid (i) subject to the provisions of Section 1502(B) in cash, 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 either in cash or by delivery of shares of Common Stock shall constitute an Event of Default for purposes of Section 501(1) hereof notwithstanding the Company's inability to comply with the provisions of or satisfy any conditions set forth in Section 1502. Whenever in this Indenture (including Sections 2.05202, 4.01(b301, 501(1) and 4.08508) there is a reference, in any context, to the principal of any Security (including, any % Debenture) as of any time, such reference shall be deemed to include reference to the Repurchase Price that has become and remains payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made; provided, however, that for the purposes of Article Thirteen such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash.

Right to Require Repurchase. 120- In the event that a Change in Control (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder’s 's option, but subject to the provisions of Section 13.0213.2, to require the Company to repurchase for cashrepurchase, ------------ and upon the exercise of such right the Company shall repurchase, all of such Holder’s Securities's Securities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S.$1,000 or any greater integral multiple of U.S.$1,000, on the date (the “"Repurchase Date”") that is fixed by 60 days after the date of the Company Notice (as defined in Section 13.3) at a cash purchase price equal to one hundred percent (------------ 100%) % of the principal amount of the Securities to be repurchased plus interest accrued to the Make-Whole Payment less any interest paid 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 2.11. 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) above3.7. 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 3 Four, unless a Change in Control shall have occurred prior to such ------------ discharge. At the option of the Company, the Repurchase Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 13.2, by delivery of shares of Common Stock having a fair market value ------------ equal to the Repurchase Price. Whenever in this Indenture (including Sections 2.05-------- 2.2, 4.01(b3.1, 5.1(1) and 4.085.8) there is a reference, in any context, to the principal ---------------- --- of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price that has become and remains payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made; provided, however, that -------- ------- for the purposes of Article 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 's option, but subject to the provisions of Section 13.021502, to require the Company to repurchase for cashrepurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s Securities's 4.50% Debentures, or any portion of the principal amount thereof that is equal to U.S.$1,000 $1,000 or any greater integral multiple of U.S.$1,000$1,000 in excess thereof, on the date (the “"Repurchase Date”") that is fixed by 45 days after the date of the Company Notice (as defined in Section 1503) at a cash purchase price equal to one hundred percent (100%) % of the principal amount of the Securities 4.50% Debentures to be repurchased plus interest accrued to the Make-Whole Payment less any interest paid Repurchase Date (the “"Repurchase Price”"); provided, however, that installments of interest on Securities 4.50% Debentures whose Stated Maturity is on or prior to the Repurchase Date shall be payable to the Holders of such Securities4.50% Debentures, or one or more Predecessor Securities4.50% Debentures, registered as such at the close of business on the 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) above307. Such right to require the repurchase of the Securities 4.50% Debentures shall not continue after a discharge of the Company from its obligations with respect to the Securities 4.50% Debentures in accordance with Article 3 Four, unless a Change in of Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid (i) subject to the provisions of Section 1502(B) in cash, 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 either in cash or by delivery of shares of Common Stock shall constitute an Event of Default for purposes of Section 501(1) hereof notwithstanding the Company's inability to comply with the provisions of or satisfy any conditions set forth in Section 1502. Whenever in this Indenture (including Sections 2.05202, 4.01(b301, 501(1) and 4.08508) there is a reference, in any context, to the principal of any Security (including, any 4.50% Debenture) as of any time, such reference shall be deemed to include reference to the Repurchase Price that has become and remains payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made; provided, however, that for the purposes of Article 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 shall occur, then each Holder shall have the right, at the Holder’s 's option, but subject to the provisions of Section 13.0212.2, to require the Company to repurchase for cashrepurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s Securities's Securities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S.$1,000 or any greater integral multiple of 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 Change in Control as contemplated in Section 12.3(a) at a cash purchase price equal to one hundred percent (100%) % of the principal amount of the Securities to be repurchased plus interest accrued to the Make-Whole Payment less any interest paid 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 2.11. 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) above2.8. 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 3 Three unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, 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 Price. Whenever in this Indenture (including Sections 2.052.2, 4.01(b4.1(a) and 4.084.8) there is a reference, in any context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price that has become and remains payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made; provided, however, that for the purposes of Article Eleven such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash. For purposes of this Section 12.1, the fair market value of shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the 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 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 13.02602, to require the Company to repurchase for cashrepurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s Securities's Notes not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S.$1,000 $1,000 or any greater integral multiple of U.S.$1,000$1,000 in excess thereof (provided that no single Note may be repurchased in part unless -------- the portion of the principal amount of such Note to be Outstanding after such repurchase is equal to $1,000 or integral multiples of $1,000 in excess thereof), on the date (the “"Repurchase Date”") that is fixed by 45 days after the date of the Company Notice (as defined in Section 603) at a cash purchase price equal to one hundred percent (100%) % of the principal amount of the Securities Notes to be repurchased plus interest accrued to, but excluding, the Make-Whole Payment less Repurchase Date (including any unpaid interest paid that has accrued during the Extension Period) (the “"Repurchase Price”"); provided, -------- however, that installments of interest on Securities Notes whose Stated Maturity is on or ------- prior to the Repurchase Date shall be payable to the Holders of such SecuritiesNotes, or one or more Predecessor SecuritiesNotes, registered as such on the relevant Record Date according to their terms and the provisions of Section 2.11. The Repurchase Date will be determined by the Company in the following manner: (i) the Company will give notice 307 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) aboveIndenture. Such right to require the repurchase of the Securities Notes shall not continue after a discharge of the Company from its obligations with respect to the Securities Notes in accordance with Article 3 Four of the Indenture, unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, 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 2.05, 4.01(b501(1) and 4.08508 of the Indenture) there is a reference, in any context, to the principal of any Security Note as of any time, such reference shall be deemed to include reference to the Repurchase Price that has become and remains payable in respect of such Security Note to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Supplemental Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Supplemental Indenture or Indenture when such express mention is not made.; provided, -------- however, that for the purposes of Article Fifteen of the Indenture such ------- reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash. Section 602 Conditions to the Company's Election to Pay the Repurchase Price in Common Stock. The Company may elect to pay the Repurchase Price by delivery of shares of Common Stock pursuant to Section 601 if and only if the following conditions shall have been satisfied:

Right to Require Repurchase. In the event that a Change in --------------------------- Control (as hereinafter defined) shall occur, then each Holder holder shall have the right, at the Holder’s holder's option, but subject to the provisions of Section 13.02, to require the Company to repurchase for cashrepurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s holder's Securities, or any portion of the principal amount thereof that is equal to U.S.$1,000 or any greater an integral multiple of U.S.$1,000$1,000 (provided that no single Security may be repurchased in part unless the portion of the principal amount of such Security to be outstanding after such repurchase is equal to $1,000 or an integral multiple of $1,000), on the date (the “"Repurchase Date”") that is fixed by 30 days after --------------- the date of 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 (the "Repurchase Price") ---------------- plus interest accrued and unpaid interest to, but excluding, the Repurchase Date. 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 to be repurchased plus the Make-Whole Payment less any interest paid (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 2.11. The Repurchase Date will be determined by the Company in the following manner: (i) the Company will give notice of the Senior Indebtedness upon a Change in Control as contemplated in Section 13.02(a); or (ii) obtain the Holder will give notice requisite consent of its election the holders of any such Senior Indebtedness 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 permit the repurchase of the Securities pursuant to this Article XVI. The Company shall not continue after first comply with the covenant in the preceding sentence before it shall be required to repurchase Securities pursuant to this Article XVI. The Company also covenants that, upon a discharge of Change in Control, the Company from its obligations with respect will not make any payment to or for the benefit of any holder of any securities that are "junior" in right of payment to the Securities in accordance with Article 3 unless (including, but not limited to, holders of the New Preferred Stock), until a Change in Control shall have occurred prior to such dischargedate following the Repurchase Date. 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 Security as of any time, such reference shall be deemed to include reference to the Repurchase Price that has become and remains payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made.

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 13.02, 's option to require the Company to repurchase for cashrepurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s 's Securities, or any portion of the principal amount thereof that is equal to U.S.$1,000 $1,000 or any greater an integral multiple of U.S.$1,000$1,000 in excess thereof, on the date (the “"Repurchase Date”") that is fixed by 45 days after the date of the Company Notice (as defined in Section 1403) at a cash purchase price equal to one hundred percent (100%) % of the principal amount of the Securities to be repurchased plus interest accrued to the Make-Whole Payment less any interest paid 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 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 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) above307. 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 Four, unless a Change in of Control shall have occurred prior to such discharge. The Repurchase Price shall be paid in cash. Whenever in this Indenture (including Sections 2.05202, 4.01(b301, 501(2) and 4.08508) there is a reference, in any an context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price that has become and remains payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made; provided 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 's option, but subject to the provisions of Section 13.0212.2, to require the Company to repurchase for cashrepurchase, ------------ and upon the exercise of such right the Company shall repurchase, all of such Holder’s Securities's Securities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S.$1,000 U.S.$5,000 or any greater integral multiple of U.S.$1,000, on the date (the “"Repurchase Date”") that is fixed by 45 days after the date of the Company Notice (as defined in Section 12.3) at a cash purchase ------------ price equal to one hundred percent (100%) % of the principal amount of the Securities to be repurchased plus interest accrued to the Make-Whole Payment less any interest paid 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 2.113.7. 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 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 Four, unless a Change in Control shall have occurred ------------ prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, 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 Price. Whenever in this Indenture (including Sections 2.052.2, 4.01(b3.1, 5.1(1) and 4.085.8) there is a reference, in any ------------ --- ------ --- context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price that has become and remains payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made.

Right to Require Repurchase. (k) In the event that a Change in Control (as hereinafter defined) shall occur, then each Holder the holder of this Security shall have the right, at the Holder’s such holder's option, but subject to the provisions rights of Section 13.02holders of Senior Indebtedness, to require the Company to repurchase for cashrepurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s Securitiesthis Security, or any portion of the principal amount thereof hereof that is equal to U.S.$1,000 $1,000 or any greater integral multiple of U.S.$1,000thereof, on the date (the “"Repurchase Date”") that is fixed by ten Trading Days after the date on which the Company gives notice thereof to the holder of this Security, at a cash purchase price equal to one hundred percent (100%) % of the principal amount of the Securities this Security to be repurchased repurchased, plus interest accrued to the Make-Whole Payment less any interest paid Repurchase Date (the “"Repurchase Price”"); providedPROVIDED, howeverHOWEVER, that installments of interest on Securities this Security whose Stated Maturity stated maturity is on or prior to the Repurchase Date shall be payable to the Holders holder of such Securitiesthis Security, or one or more Predecessor predecessor Securities, registered as such on the relevant Record Date according to their terms and terms. At the provisions option of Section 2.11. The the Company, the Repurchase Date will Price may be determined paid in cash or, subject to the fulfillment by the Company of the conditions set forth in Section 3(b), by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price as described in Section 3(b). The Company agrees to give the holder of this Security notice of any Change in Control, by facsimile transmission confirmed in writing by overnight courier service, promptly and in any event within two Trading Days of the occurrence thereof. (l) The Company may elect to pay the Repurchase Price by delivery of shares of Common Stock pursuant to Section 3(a), if and only if the following manner: conditions have been satisfied: (i1) The shares of Common Stock deliverable in payment of the Repurchase Price shall have a fair market value as of the Repurchase Date of not less than the Repurchase Price. For purposes of this Section 3(b), the fair market value of shares of Common Stock shall be equal to 95% of the average of the Closing Prices for the five consecutive Trading Days ending on and including the third Trading Day immediately preceding the Repurchase Date; (2) In the event any shares of Common Stock to be issued upon repurchase of this Security require registration under any Federal securities law before such shares may be freely transferrable without being subject to any transfer restrictions under the Securities Act of 1933 upon issuance, such registration shall have been completed and shall have become effective prior to the Repurchase Date; (3) In the event any shares of Common Stock to be issued upon repurchase of this Security require registration with or approval of any governmental authority under any State law or any other Federal law before such shares may be validly issued or delivered upon repurchase, such registration shall have been completed, have become effective and such approval shall have been obtained, in each case, prior to the Repurchase Date; (4) Immediately prior to the Repurchase Date the shares of Common Stock deliverable in payment of the Repurchase Price shall have been approved for trading or listed on the Nasdaq National Market or the principal national securities exchange or interdealer quotation system on which the Common Stock is then admitted to trading or listed; and (5) All shares of Common Stock deliverable in payment of the Repurchase Price shall be issued out of the Company's authorized but unissued Common Stock and will, upon issue, be duly and validly issued and fully paid and non-assessable and free of any preemptive rights. If all of the conditions set forth in this Section 3(b) are not satisfied in accordance with the terms thereof, the Repurchase Price shall be paid by the Company will give only in cash. (m) To exercise a repurchase right, the holder shall deliver to the Company on or before the 5th day prior to the Repurchase Date, together with this Security, written notice of the Change holder's exercise of such right, which notice shall set forth the name of the holder, the principal amount of this Security to be repurchased (and, if this Security is to be repurchased in Control as contemplated part, the portion of the principal amount thereof to be repurchased and the name of the person in Section 13.02(a); (iiwhich the portion thereof to remain outstanding after such repurchase is to be registered) the Holder will give notice of its and a statement that an election to exercise the repurchase right as contemplated is being made thereby, and, in Section 13.02(b); and the event that the Repurchase Price shall be paid in shares of Common Stock, the name or names (iiiwith addresses) in which the certificate or certificates for shares of Common Stock shall be issued. Such written notice shall be irrevocable, except that the right of the holder to convert this Security (or the portion hereof with respect to which the repurchase right is being exercised) shall continue until the close of business on the Repurchase Date. (n) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company will shall pay or cause to be paid to the holder the Repurchase Price in cash or shares of Common Stock, as provided above, or, if shares of Common Stock are to be paid, as promptly after the Repurchase Date as practicable, together with accrued and unpaid interest to the Repurchase Date; PROVIDED, HOWEVER, that installments of interest that mature on or prior to the Repurchase Date shall be payable in cash, to the holders of this Security, or one or more predecessor Securities, registered as such at the close of business on the relevant regular record date. (o) If this Security (or portion thereof) is surrendered for repurchase and is not so paid on the Repurchase Date, the principal amount of this Security (or such portion hereof, as the case may be) shall, until paid, bear interest to the extent permitted by applicable law from the Repurchase Date at the rate per annum borne by this Security, and shall remain convertible into Common Stock until the principal of this Security (or portion thereof, as the case may be) shall have been paid or duly provided for. (p) If this Security is to be repurchased only in part, it shall be surrendered to the Company at the Designated Office (with, if the Company so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company duly executed by, the holder hereof or his attorney duly authorized in writing), and the Company shall execute and make available for delivery to the holder without service charge, a new Security or Securities, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Security so surrendered. (q) Any issuance of shares of Common Stock in respect of the Repurchase Price shall be deemed to have been effected immediately prior to the close of business on the Repurchase Date and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such repurchase shall be deemed to have become on the Repurchase Date the holder or holders of record of the shares represented thereby; PROVIDED, HOWEVER, that any surrender for repurchase on a date when the stock transfer books of the Company shall be closed shall constitute the person or persons in whose name or names the certificate or certificates for such shares are to be issued as the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open. No payment or adjustment shall be made for dividends or distributions on any Common Stock issued upon repurchase of this Security declared prior to the Repurchase Date. (r) No fractions of shares shall be issued upon repurchase of this Security. Instead of any fractional share of Common Stock which would otherwise be issuable on the repurchase of this Security, the Company will deliver to the holder its check for the current market value of such fractional share. The current market value of a fraction of a share shall be determined by multiplying the current market price of a full share by the fraction, and rounding the result to the nearest cent. For purposes of this Section 3 the current market price of a share of Common Stock shall be the Closing Price of the Common Stock on the Trading Day immediately preceding the Repurchase Date. (s) Any issuance and delivery of certificates for shares of Common Stock on repurchase of this Security shall be made without charge to the holder of this Security for such certificates or for any stamp or transfer tax or duty in respect of the issuance or delivery of such certificates or the securities represented thereby; PROVIDED, HOWEVER, that is the Company shall not be required to pay any tax or duty which may be payable in respect of any transfer involved in the issuance or delivery of certificates for shares of Common Stock in a name other than that of the holder of this Security, and no later than forty-five such issuance or delivery shall be made unless and until the person requesting such issuance or delivery has paid to the Company the amount of any such tax or duty or has established, to the satisfaction of the Company, that such tax or duty has been paid. (45t) days For purposes of this Section 3; (1) the term "beneficial owner" shall be determined in accordance with Rule 13d-3 promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934; and (2) a "Change in Control" shall be deemed to have occurred at the time, after the Holder has delivered original issuance of this Security, of: (i) the notice provided acquisition by any person of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of transactions, of shares of capital stock of the Company entitling such person to exercise 50% or more of the total voting power of all shares of capital stock of the Company entitled to vote generally in proviso the election of directors (any shares of voting stock of which such person is the beneficial owner that are not then outstanding being deemed outstanding for purposes of calculating such percentage) other than any such acquisition by the Company or any employee benefit plan of the Company; PROVIDED that the acquisition by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. Denliger, ▇▇▇▇ ▇. ▇▇▇▇▇, any of their Affiliates, or any combination of such persons shall not constitute a Change in Control unless such person or persons benefically own 66% or more of such total voting power; or (ii) above. Such right to require the repurchase of the Securities shall not continue after a discharge any consolidation or merger of the Company from its obligations with respect or into, any other person, any merger of another person with or into the Company, or any conveyance, transfer, sale, lease or other disposition of all or substantially all of the assets of the Company to another person (other than (a) any such transaction (x) which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock and (y) pursuant to which holders of Common Stock immediately prior to such transaction have the Securities entitlement to exercise, directly or indirectly, 50% or more of the total voting power of all shares of capital stock entitled to vote generally in accordance with Article 3 unless the election of directors of the continuing or surviving person immediately after such transaction and (b) any merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of common stock); PROVIDED, HOWEVER, that a Change in Control shall have occurred prior to such discharge. 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 Security as of any time, such reference shall not be deemed to include reference have occurred if the Closing Price for any five Trading Days within the period of 10 consecutive Trading Days (x) ending immediately after the later of the date of the Change in Control or the date of the public announcement of the Change in Control (in the case of a Change in Control under Clause (i) above) or (y) ending immediately prior to the Repurchase Price that has become and remains payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention date of the Repurchase Change in Control (in the case of a Change in Control under Clause (ii) above) shall equal or exceed 105% of the Conversion Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when effect on each such express mention is not madeTrading Day.

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 13.0213.2, to require the Company to repurchase for cashrepurchase, and upon ------------ the exercise of such right the Company shall repurchase, all of such Holder’s Securities's Securities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S.$1,000 or any greater integral multiple of U.S.$1,000, on the date (the “"Repurchase Date”") that is fixed by 45 days after the date of the Company Notice (as defined in Section 13.3) at a cash purchase price equal to one hundred percent (------------ 100%) % of the principal amount of the Securities to be repurchased plus interest accrued to the Make-Whole Payment less any interest paid 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 2.11. 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) above3.7. 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 3 Four, unless a Change in Control shall have occurred prior to such ------------ discharge. At the option of the Company, the Repurchase Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 13.2, by delivery of shares of Common Stock having a fair market value ------------ equal to the Repurchase Price. Whenever in this Indenture (including Sections 2.05-------- 2.2, 4.01(b3.1, 5.1(1) and 4.085.8) there is a reference, in any context, to the principal --- ----------- ---- of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price that has become and remains payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made; provided, however, that ---------------- for the purposes of Article Thirteen such reference shall be deemed to include ---------------- reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash.

Right to Require Repurchase. In the event that a Fundamental Change in Control (as hereinafter defined) shall 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 repurchase for cashrepurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s 's Securities, or any portion of the principal -105- 117 amount thereof that is equal to U.S.$1,000 or any greater integral multiple thereof (provided that no single Security may be repurchased in part unless the portion of U.S.$1,000the principal amount of such Security to be Outstanding after such repurchase is equal to U.S.$1,000 or integral multiples of U.S.$1,000 in excess thereof), on the date (the “"Repurchase Date”") that is fixed by 45 days after the date of the Company Notice (as defined in Section 14.2) at a cash purchase price equal to one hundred percent the following prices (100%) expressed as percentages of the principal amount of the Securities to be repurchased plus the Make-Whole Payment less any interest paid thereof) (the “"Repurchase Price”)") in the event of a Fundamental Change occurring during the 12-month period beginning September 1 (plus interest accrued to, but excluding, the Repurchase Date): Year Repurchase Price ---- ---------------- 1997 104.75% 1998 103.80 1999 102.85 2000 101.90 2001 100.95 and 100% at September 1, 2002; provided that if the Applicable Price with respect to the Fundamental Change is less than the Reference Market Price, the Company shall repurchase such Securities at a price equal to the foregoing Repurchase Price multiplied by the fraction obtained by dividing the Applicable Price by the Reference Market Price; and provided, howeverfurther, that installments of interest on Securities whose Stated Maturity is on or prior to the Repurchase Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Regular Record Date according to their terms and the provisions of Section 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) above3.7. 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 3 Four, unless a Fundamental Change in Control shall have occurred prior to such discharge. Whenever in this Indenture (including Sections 2.052.2, 4.01(b3.1, 5.1(1) and 4.085.8) there is a reference, in any context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price that has become and remains payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made.

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 repurchase for cashrepurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s 's Securities, or any portion of the principal amount thereof that is equal to U.S.$1,000 U.S. $1,000 or any greater integral multiple of U.S.$1,000U.S. $1,000 in excess thereof, on the date (the “"Repurchase Date”") that is fixed by 45 days after the date of the Company Notice (as defined in paragraph (b) below) 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”)") together with interest accrued to the Repurchase Date; providedPROVIDED, howeverHOWEVER, that installments of interest on Securities whose Stated Maturity is on or prior to the Repurchase Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, Securities registered as such on the relevant Record Date according to their terms and the provisions of Section 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) above4.1. 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 3 Eight, unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, except as otherwise provided in paragraph (b)(7) below, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price; PROVIDED that payment may not be made in Common Stock unless at the time of payment such stock is listed on a national securities exchange or quoted on the Nasdaq National Market. For purposes of this Section, the fair market value of shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the Closing Price of the Common Stock for the five consecutive Trading Days ending on and including the third Trading Day immediately preceding the Repurchase Date. Whenever in this Indenture (including Sections 2.05, 4.01(b) and 4.08) there is a reference, in any context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price that has become and remains payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made.

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 13.0210.2, to require the Company to repurchase for cashrepurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s Securities's Securities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S.$1,000 or any greater integral multiple of U.S.$1,000$1,000 (provided that no single Security may be repurchased in part unless the portion of the principal amount of such Security to be Outstanding after such repurchase is equal to $1,000 or integral multiples of $1,000 in excess thereof), on the date (the “"Repurchase Date”") that is fixed specified by the Company that is not less than 40 nor more than 60 days after the date of the Offer to Purchase (as defined in Section 10.3) at a cash purchase price equal to one hundred percent (100%) % of the principal amount of the Securities to be repurchased plus interest accrued to the Make-Whole Payment less any interest paid 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 Subordinated Securities, registered as such on the 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 1.2 of this Supplemental Indenture and Section 2.07 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) aboveSubordinated 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 3 Eleven of the Subordinated Indenture, unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, 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 Price. Whenever in this the Indenture (including Sections 2.051.1, 4.01(b2.2, 4.1(1) of the Supplemental Indenture and 4.08Section 14.03 of the Subordinated Indenture) there is a reference, in any context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price that has become and remains payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this 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 Change in Control shall occur, then each Holder shall have the right, at the Holder’s 's option, but subject to the provisions of Section 13.0212.2, to require the Company to repurchase for cashrepurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s Securities's Securities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S.$1,000 or any greater integral multiple of U.S.$1,000, on the date (the “"Repurchase Date”") that is fixed by the Company at a cash purchase price equal to one hundred percent (100%) % of the principal amount of the Securities to be repurchased plus interest accrued to the Make-Whole Payment less any interest paid 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 2.112.8. 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 13.02(a12.3(a); (ii) the each Holder will give notice of its election electing to exercise the repurchase right must deliver, on or before the thirtieth (30th) day (or such greater period as contemplated may be required by applicable law) after the date of the Company's notice provided in Section 13.02(b)provision (i) above: (A) irrevocable written notice to the trustee of such Holder's exercise of its repurchase right, and (B) the Securities with respect to which such repurchase right is being exercised; and (iii) the Company will make the repurchase on a date that is no later than forty-five (45) 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 Three unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, 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 Price. Whenever in this Indenture (including Sections 2.052.2, 4.01(b4.1(a) and 4.084.8) there is a reference, in any context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price that has become and remains payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made; provided, however, that for the purposes of Article Eleven such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash. For purposes of this Section 12.1, the fair market value of shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the closing price per share of the Common Stock or the principal exchange on which the Common Stock is traded in on The Nasdaq National Market for each of the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the Repurchase Date.

Right to Require Repurchase. (a) In the event that a Change in Control shall occur, then each Holder the holder of this Security shall have the right, at the Holder’s such holder's option, but subject to the provisions of Section 13.02, to require the Company to repurchase for cashrepurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s Securitiesthis Security, or any portion of the principal amount thereof hereof that is equal to U.S.$1,000 $1,000 or any greater integral multiple of U.S.$1,000thereof, on the date (the “"Repurchase Date”") that is fixed by thirty (30) Trading Days after the date on which the Company gives notice thereof to the holder of this Security, at a cash purchase price equal to one hundred percent (100%) % of the principal amount of the Securities this Security to be repurchased plus interest accrued to the Make-Whole Payment less any interest paid Repurchase Date (the “"Repurchase Price”"); provided, however, that installments of interest on Securities this Security whose Stated Maturity stated maturity is on or prior to the Repurchase Date shall be payable to the Holders holder of such Securitiesthis Security, or one or more Predecessor predecessor Securities, registered as such on the relevant Record Date according to their terms and terms. At the provisions option of Section 2.11. The the Company, the Repurchase Date will Price may be determined paid in cash or subject to the fulfillment by the Company of the conditions set forth in each of Section 5 and Section 6 and subject to the following manner: (i) limitations set forth in each of Section 5 and Section 6, by delivery of shares of Common Stock or in common stock of any Person which succeeds the Company will up to a maximum amount of ten percent (10%) of the then issued and outstanding Common Stock or common stock of such Person following any Change in Control, provided, however, the cash plus the fair market value of such shares shall equal the Repurchase Price. The Company agrees to give the holder of this Security notice of any Change in Control, by facsimile transmission confirmed in writing by overnight courier service, promptly and in any event within two (2) Trading Days of the occurrence thereof. (b) To exercise a repurchase right, the holder shall deliver to the Company on or before the 10th Trading Day prior to the Repurchase Date, together with this Security, written notice of the Change holder's exercise of such right, which notice shall set forth the name of the holder, the number of shares of Common Stock then owned by such holder and its affiliates, the principal amount of this Security to be repurchased (and, if this Security is to be repurchased in Control as contemplated part, the portion of the principal amount thereof to be repurchased and the name of the person in Section 13.02(a); (iiwhich the portion thereof to remain outstanding after such repurchase is to be registered) the Holder will give notice of its and a statement that an election to exercise the repurchase right fight is being made thereby and, in the event that the Repurchase Price shall be paid in whole or in part by the delivery of shares, as contemplated provided above, the name or names (and the addresses) in Section 13.02(b); and (iii) which 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) abovecertificates for shares shall be issued. Such right to require written notice shall be irrevocable, except that the repurchase fight of the Securities shall not continue after a discharge of holder to convert this Security (or the Company from its obligations portion hereof with respect to which the Securities repurchase right is being exercised) shall continue until the close of business on the Repurchase Date (or if the Company elects to pay the Repurchase Price by delivery of shares as provided above, until the close of business on the Trading Day immediately preceding the first delivery of shares with respect thereto). (c) In the event a repurchase right shall be exercised in accordance with Article 3 unless a Change in Control the terms hereof, the Company shall have occurred prior pay or cause to such discharge. Whenever in this Indenture (including Sections 2.05, 4.01(b) and 4.08) there is a reference, in any context, be paid to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price that has become and remains payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of holder the Repurchase Price in any provision cash or shares, as provided above, together with accrued and unpaid interest to the Repurchase Date; provided, however, that installments of interest that mature on or prior to the Repurchase Date shall be payable in cash, to the holders of this Indenture shall Security, or one or more predecessor Securities, registered as such at the close of business on the relevant regular record date. (d) If this Security (or portion thereof) is surrendered for repurchase and is not be construed as excluding so paid on or prior to the Repurchase Price in those provisions Date, the principal amount of this Indenture when Security (or such express mention portion hereof, as the case may be) shall, until paid, bear interest to the extent permitted by applicable law from the Repurchase Date at eleven percent (11%) per annum, and shall remain convertible into Common Stock until the principal of this Security (or portion thereof, as the case may be) shall have been paid or duly provided for. (e) If this Security is not madeto be repurchased only in part, it shall be surrendered to the Company at the Designated Office (with, if the Company so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company duly executed by, the holder hereof or his attorney duly authorized in writing), and the Company shall execute and make available for delivery to the holder without service charge, a new Security or Securities, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Security so surrendered. (f) For purposes of this Section 3. (1) the term "beneficial owner" shall be determined in accordance with Rule 13d-3 promulgated by the Securities and Exchange Commission pursuant to the Exchange Act; and

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 13.02602, to require the Company to repurchase for cashrepurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s Securities's Notes not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S.$1,000 $1,000 or any greater integral multiple of U.S.$1,000$1,000 in excess thereof (provided that no single Note may be repurchased in part unless -------- the portion of the principal amount of such Note to be Outstanding after such repurchase is equal to $1,000 or integral multiples of $1,000 in excess thereof), on the date (the “"Repurchase Date”") that is fixed by 45 days after the date of the Company Notice (as defined in Section 603) at a cash purchase price equal to one hundred percent (100%) % of the principal amount of the Securities Notes to be repurchased plus interest accrued to, but excluding, the Make-Whole Payment less Repurchase Date (including any unpaid interest paid that has accrued during the Extension Period) (the “"Repurchase Price”"); provided, -------- however, that installments of interest on Securities Notes whose Stated Maturity is on or ------- prior to the Repurchase Date shall be payable to the Holders of such SecuritiesNotes, or one or more Predecessor SecuritiesNotes, registered as such on the relevant Record Date according to their terms and the provisions of Section 2.11. The Repurchase Date will be determined by the Company in the following manner: (i) the Company will give notice 307 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) aboveIndenture. Such right to require the repurchase of the Securities Notes shall not continue after a discharge of the Company from its obligations with respect to the Securities Notes in accordance with Article 3 Four of the Indenture, unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, 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 2.05, 4.01(b501(1) and 4.08508 of the Indenture) there is a reference, in any context, to the principal of any Security Note as of any time, such reference shall be deemed to include reference to the Repurchase Price that has become and remains payable in respect of such Security Note to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Supplemental Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Supplemental Indenture or Indenture when such express mention is not made; provided, however, that for the purposes of Article Fifteen of the Indenture -------- ------- such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash. Section 602 Conditions to the Company's Election to Pay the Repurchase Price in Common Stock. The Company may elect to pay the Repurchase Price by delivery of shares of Common Stock pursuant to Section 601 if and only if the following conditions shall have been satisfied: (1) The shares of Common Stock deliverable in payment of the Repurchase Price shall have a fair market value as of the Repurchase Date of not less than the Repurchase Price. For purposes of Section 601 and this Section 602, the fair market value of shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the Closing Prices Per Share for the five consecutive Trading Days immediately preceding the second Trading Day prior to the Repurchase Date; (2) The Repurchase Price shall be paid only in cash in the event any shares of Common Stock to be issued upon repurchase of Notes hereunder (i) require registration under any federal securities law before such shares may be freely transferrable without being subject to any transfer restrictions under the Securities Act upon repurchase and if such registration is not completed or does not become effective prior to the Repurchase Date, and/or (ii) require registration with or approval of any governmental authority under any state law or any other federal law before such shares may be validly issued or delivered upon repurchase and if such registration is not completed or does not become effective or such approval is not obtained prior to the Repurchase Date; (3) Payment of the Repurchase Price may not be made in Common Stock unless such stock is, or shall have been, approved for listing on the New York Stock Exchange or quotation on the Nasdaq National Market, in either case, prior to the Repurchase Date; and (4) All shares of Common Stock which may be issued upon repurchase of Notes will be issued out of the Company's authorized but unissued Common Stock and, will upon issue, be duly and validly issued and fully paid and non-assessable and free of any preemptive rights. If all of the conditions set forth in this Section 602 are not satisfied in accordance with the terms thereof, the Repurchase Price shall be paid by the Company only 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 13.02602, to require the Company to repurchase for cashrepurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s Securities's Notes not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S.$1,000 $1,000 or any greater integral multiple of U.S.$1,000$1,000 in excess thereof (provided that no single Note may be repurchased in part unless the portion of the principal amount of such Note to be Outstanding after such repurchase is equal to $1,000 or integral multiples of $1,000 in excess thereof), on the date (the “"Repurchase Date”") that is fixed by 45 days after the date of the Company Notice (as defined in Section 603) at a cash purchase price equal to one hundred percent (100%) % of the principal amount of the Securities Notes to be repurchased plus interest accrued to, but excluding, the Make-Whole Payment less any interest paid Repurchase Date (the “"Repurchase Price”"); provided, however, that installments of interest on Securities Notes whose Stated Maturity is on or prior to the Repurchase Date shall be payable to the Holders of such SecuritiesNotes, or one or more Predecessor SecuritiesNotes, registered as such on the relevant Record Date according to their terms and the provisions of Section 2.11. The Repurchase Date will be determined by the Company in the following manner: (i) the Company will give notice 307 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) aboveIndenture. Such right to require the repurchase of the Securities Notes shall not continue after a discharge of the Company from its obligations with respect to the Securities Notes in accordance with Article 3 Four of the Indenture, unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, 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 including, without limitation, in the Form of Note, Section 101 of this Supplemental Indenture, and Sections 2.05, 4.01(b501(1) and 4.08508 of the Indenture) there is a reference, in any context, to the principal of any Security Note as of any time, such reference shall be deemed to include reference to the Repurchase Price that has become and remains payable in respect of such Security Note to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Supplemental Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Supplemental Indenture or Indenture when such express mention is not made.express

Right to Require Repurchase. In the event that a Fundamental 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 repurchase for cashrepurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s Securities's Notes, or any portion of the principal amount thereof that is equal to U.S.$1,000 or any greater integral multiple thereof (provided that no single Note may be repurchased in part unless the portion of U.S.$1,000the principal amount of such Note to be Outstanding after such repurchase is equal to U.S.$1,000 or integral multiples of U.S.$1,000 in excess thereof), on the date (the “"Repurchase Date”") that is fixed by 45 days after the date of the Company 75 Notice (as defined in Section 16.2) at a cash purchase price equal to one hundred percent the following prices (100%) 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 Securities years set forth below (plus interest accrued to, but excluding, the Repurchase Date): Year Repurchase Price ---- ---------------- 1998 % 1999 2000 and thereafter at the Redemption Price that would then be applicable as set forth on the reverse of the form of Note for the years therein indicated, attached hereto as Exhibit A; provided that if the Applicable Price with respect to be repurchased plus the Make-Whole Payment Fundamental Change is less any interest paid (than the “Reference Market Price, the Company shall repurchase such Notes at a price equal to the foregoing Repurchase Price multiplied by the fraction obtained by dividing the Applicable Price by the Reference Market Price”); and provided, howeverfurther, that installments of if the Repurchase Date is March 1 or September 1, then the interest payable on Securities whose Stated Maturity is on or prior to the Repurchase Date shall be payable paid to the Holders holder or record of such Securities, or one or more Predecessor Securities, registered as such the Note on the relevant immediately preceding Record Date according to their terms and the provisions of Section 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) aboveDate. Such right to require the repurchase of the Securities Notes shall not continue after a discharge of the Company from its obligations with respect to the Securities Notes in accordance with Article 3 XIII, unless a Fundamental Change in Control shall have occurred prior to such discharge. 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 Security Note as of any time, such reference shall be deemed to include reference to the Repurchase Price that has become and remains payable in respect of such Security 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 's option, but subject to the provisions of Section 13.02, to require the Company to repurchase for cashrepurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s 's Securities, or any portion of the principal amount thereof that is equal to U.S.$1,000 or any greater integral multiple thereof (provided that no single Security may be repurchased in part unless the portion of U.S.$1,000the principal amount of such Security to be Outstanding after such repurchase is equal to U.S.$1,000 or integral multiples of U.S.$1,000 in excess thereof), on the date (the “"Repurchase Date”") that is fixed by 45 days after the date of the Company Notice (as defined in Section 14.2) at a cash purchase price equal to one hundred percent the following prices (100%) 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 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 to, but excluding the Repurchase Date; provided that if the Applicable Price with respect to the Fundamental Change is less than the Reference Market Price, the Company shall repurchase such Securities at a price equal to be repurchased plus the Make-Whole Payment less any interest paid (foregoing Repurchase Price multiplied by the “Repurchase fraction obtained by dividing the Applicable Price by the Reference Market Price”); and provided, howeverfurther, that installments of interest on Securities whose Stated Maturity is on or prior to the Repurchase Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Regular Record Date according to their terms and the provisions of Section 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) above3.7. 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 3 Four, unless a Fundamental Change in Control shall have occurred prior to such discharge. Whenever in this Indenture (including Sections 2.052.2, 4.01(b3.1, 5.1(1) and 4.085.8) there is a reference, in any context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price that has become and remains payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made.

Right to Require Repurchase. (a) In the event that a Change in Control shall occur, then each Holder the holder of this Security shall have the right, at the Holder’s such holder's option, but subject to the provisions of Section 13.02, to require the Company to repurchase for cashrepurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s Securitiesthis Security, or any portion of the principal amount thereof hereof that is equal to U.S.$1,000 $1,000 or any greater integral multiple of U.S.$1,000thereof, on the date (the “"Repurchase Date”") that is fixed by thirty (30) Trading Days after the date on which the Company gives notice thereof to the holder of this Security, at a cash purchase price equal to one hundred percent (100%) % of the principal amount of the Securities this Security to be repurchased plus interest accrued to the Make-Whole Payment less any interest paid Repurchase Date (the “"Repurchase Price”"); provided, however, that installments of interest on Securities this Security whose Stated Maturity stated maturity is on or prior to the Repurchase Date shall be payable to the Holders holder of such Securitiesthis Security, or one or more Predecessor predecessor Securities, registered as such on the relevant Record Date according to their terms and terms. At the provisions option of Section 2.11. The the Company, the Repurchase Date will Price may be determined paid in cash or subject to the fulfillment by the Company of the conditions set forth in each of Section 5 and Section 6 and subject to the following manner: (i) limitations set forth in each of Section 5 and Section 6, by delivery of shares of Common Stock or in common stock of any Person which succeeds the Company will up to a maximum amount often percent (10%) of the then issued and outstanding Common Stock or common stock of such Person following any Change in Control, provided, however, the cash plus the fair market value of such shares shall equal the Repurchase Price. The Company agrees to give the holder of this Security notice of any Change in Control, by facsimile transmission confirmed in writing by overnight courier service, promptly and in any event within two (2) Trading Days of the occurrence thereof. (b) To exercise a repurchase right, the holder shall deliver to the Company on or before the 10th Trading Day prior to the Repurchase Date, together with this Security, written notice of the Change holder's exercise of such right, which notice shall set forth the name of the holder, the number of shares of Common Stock then owned by such holder and its affiliates, the principal amount of this Security to be repurchased (and, if this Security is to be repurchased in Control as contemplated part, the portion of the principal amount thereof to be repurchased and the name of the person in Section 13.02(a); (iiwhich the portion thereof to remain outstanding after such repurchase is to be registered) the Holder will give notice of its and a statement that an election to exercise the repurchase right is being made thereby and, in the event that the Repurchase Price shall be paid in whole or in pan by the delivery of shares, as contemplated provided above, the name or names (and the addresses) in Section 13.02(b); and (iii) which 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) abovecertificates for shares shall be issued. Such written notice shall be irrevocable, except that the right to require the repurchase of the Securities shall not continue after a discharge of holder to convert this Security (or the Company from its obligations portion hereof with respect to which the Securities repurchase fight is being exercised) shall continue until the close of business on the Repurchase Date (or if the Company elects to pay the Repurchase Price by delivery of shares as provided above, until the close of business on the Trading Day immediately preceding the first delivery of shares with respect thereto). (c) In the event a repurchase right shall be exercised in accordance with Article 3 unless a Change the terms hereof, the Company shall pay or cause to be paid to the holder the Repurchase Price in Control shall have occurred cash or shares, as provided above, together with accrued and unpaid interest to the Repurchase Date; provided, however, that installments of interest that mature on or prior to such discharge. Whenever the Repurchase Date shall be payable in this Indenture (including Sections 2.05, 4.01(b) and 4.08) there is a reference, in any contextcash, to the holders of this Security, or one or more predecessor Securities, registered as such at the close of business on the relevant regular record date. (d) If this Security (or portion thereof) is surrendered for repurchase and is not so paid on or prior to the Repurchase Date, the principal amount of this Security (or such portion hereof, as the case may be) shall, until paid, bear interest to the extent permitted by applicable law from the Repurchase Date at eleven percent (11%) per annum, and shall remain convertible into Common Stock until the principal of any this Security (or portion thereof, as the case may be) shall have been paid or duly provided for. (e) If this Security is to be repurchased only in part, it shall be surrendered to the Company at the Designated Office (with, if the Company so requires, due endorsement by, or a written instrument of any timetransfer in form satisfactory to the Company duly executed by, such reference the holder hereof or his attorney duly authorized in writing), and the Company shall execute and make available for delivery to the holder without service charge, a new Security or Securities, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Security so surrendered. (f) For purposes of this Section 3. (1) the term "beneficial owner" shall be determined in accordance with Rule 13d-3 promulgated by the Securities and Exchange Commission pursuant to the Exchange Act; and (2) a "Change in Control" shall be deemed to include reference to have occurred at the Repurchase Price that has become and remains payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention after the original issuance of this Security, of: (i) the acquisition by any Person of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of transactions, of shares of capital stock of the Repurchase Price Company entitling such Person to exercise 50% or more of the total voting power of all shares of capital stock of the Company entitled to vote generally in the election of directors (any shares of voting stock of which such Person is the beneficial owner that are not then outstanding being deemed outstanding for purposes of calculating such percentage) other than any such acquisition by the Company or any employee benefit plan of the Company; or (ii) any consolidation or merger of the Company with or into, any other Person, any merger of another Person with or into the Company, or any conveyance, transfer, sale, lease or other disposition of all or substantially all of the assets of the Company to another Person (other than (a) any such transaction (x) which does not result in any provision reclassification, conversion, exchange or cancellation of this Indenture shall not be construed as excluding outstanding shares of Common Stock and (y) pursuant to which holders of Common Stock immediately prior to such transaction have the Repurchase Price entitlement to exercise, directly or indirectly, 50% or more of the total voting power of all shares of capital stock entitled to vote generally in those provisions the election of this Indenture when directors of the continuing or surviving Person immediately after such express mention transaction and (b) any merger which is not made.effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock into solely shares of common stock,

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 repurchase for cashrepurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s 's Securities, or any portion of the principal amount thereof that is equal to U.S.$1,000 U.S. $1,000 or any greater integral multiple of U.S.$1,000U.S. $1,000 in excess thereof, on the a date (the “"Repurchase Date”") that is fixed by the Company that is not less than 45 days nor more than 60 days after the date of the Company Notice (as defined in Section 14.02) at a 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 interest accrued to the Repurchase Date; provided, however, that installments of interest on Securities whose Stated Maturity is on or prior to the Repurchase Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Record Date according to their terms and the provisions of Section 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) above3.07. 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 3 4, unless a Change in Control shall have occurred prior to such discharge. 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 Security as of any time, such reference shall be deemed to include reference to the Repurchase Price that has become and remains payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made.

Right to Require Repurchase. In the event that a Change in Control shall occur, then each Holder shall have the right, at the Holder’s 's option, but subject to the provisions of Section 13.0215.3, to require the Company to repurchase for cashrepurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s 's Securities, or any portion of the principal amount thereof that is equal to U.S.$1,000 $1,000 or any greater integral multiple of U.S.$1,000$1,000 in excess thereof, on the date (the “"Repurchase Date”") that is fixed by 45 days after the date of the Company Notice (as defined in Section 15.3) at a cash purchase price equal to one hundred percent (100%) % of the principal amount of the Securities to be repurchased plus interest accrued to the Make-Whole Payment less any interest paid 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 payable, in cash, to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Record Date according to their terms and the provisions of Section 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) above3.7. 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 3 IV, unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, 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 Price. 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 Security as of any time, such reference shall be deemed to include reference to the Repurchase Price that has become and remains payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made; provided 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. (a) In the event that a Change in Control (as hereinafter defined) shall occur, then each Holder the holder of its Security shall have the right, at the Holder’s such holder's option, but subject to the provisions of Section 13.02, to require the Company to repurchase for cashrepurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s Securitiesthis Security, or any portion of the principal amount thereof hereof that is equal to U.S.$1,000 $1,000 or any greater integral multiple of U.S.$1,000thereof, on the date (the “"Repurchase Date”') that is fixed by 15 Trading Days after the date on which the Company gives notice thereof to the holder of this Security, at a cash purchase price equal to one hundred percent (100%) % of the principal amount of the Securities this Security to be repurchased repurchased) plus interest accrued to the Make-Whole Payment less any interest paid Repurchase Date (the “"Repurchase Price”"); providedPROVIDED, howeverHOWEVER, that installments of interest on Securities this Security whose Stated Maturity stated maturity is on or prior to the Repurchase Date shall be payable to the Holders holder of such Securitiesthis Security, or one or more Predecessor predecessor Securities, registered as such on the relevant Record Date according to their terms and terms. At the provisions option of Section 2.11. The die Company, the Repurchase Date will Price may be determined paid in cash or, subject to the fulfillment by the Company of the: conditions set forth in Section 3(b), by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price as described in Section 3(b). The Company agrees to give the holder of this Security notice of any Change in Control (and specifying whether the Repurchase Price payable in respect of any Securities tendered for repurchase will be paid in cash or by delivery of shares of Common Stock), by facsimile transmission confirmed in writing by overnight courier service, promptly and in any event within two Trading Days of the occurrence thereof. (b) The Company may elect to pay the Repurchase Price by delivery of shares of Common Stock pursuant to Section 3(a), if and only if the following conditions have been satisfied: (1) The shares of Common Stock deliverable in payment of the Repurchase Price shall have a fair market value as of the Repurchase Date of not less than die Repurchase Price. For purposes of this Section 3(b), the fair market value of shares of Common Stock shall be equal to 95 % of the average of the Closing Prices for the five consecutive Trading Days ending on and including the third Trading Day immediately preceding the Repurchase Date; (2) In the event any shares of Common Stock to be issued upon repurchase of this Security require registration under any Federal securities law before such shares may be freely transferrable without being subject to any transfer restrictions under the; Securities Act of 1933 upon issuance, such registration shall have been completed and shall have become effective prior to the Repurchase Date; (3) In the event any shares of Common Stock to be issued upon repurchase of this Security require registration with or approval of any governmental authority under any State law or any other Federal law before such shares may be validly issued or delivered upon repurchase, such registration shall have been completed, have become effective anand such approval shall have been been obtained, in each case, prior to the Repurchase Date; (4) The shares of Common Stock deliverable in payment of the Repurchase Price shall have been listed on the American Stock Exchange or approved for quotation in the following manner: NASDAQ National Market immediately prior to the Repurchase Date; and (i5) All shares of Common Stock deliverable in payment of the Repurchase Price shall be issued out of the Company's authorized but unissued Common Stock and will, upon issue, be duly and validly issued and fully paid and non-assessable and free of any preemptive rights. If all of the conditions set forth in this Section 3(b) are not satisfied in accordance with the terms thereof, the Repurchase Price shall be paid by the Company will give only in cash.. (c) To exercise a repurchase right, the holder shall deliver to the Company on or before the tenth Trading Day prior to the Repurchase Date, together with this Security, written notice of the Change holder's exercise of such right, which notice shall set forth the name of the holder, the principal amount of this Security to be repurchased (and, if this Security is to be repurchased in Control as contemplated part, the portion of the principal amount thereof to be repurchased and the name of the person in Section 13.02(a); (iiwhich the portion thereof to remain outstanding after such repurchase is to be registered) the Holder will give notice of its and a statement that an election to exercise the repurchase right as contemplated in Section 13.02(b); and (iii) is being made thereby, and, if the Company will notice of Change of Control specified that the Repurchase Price is to be paid in shares of Common Stock, the name or names (with addresses) in which the certificate or certificates for shares of Common, on Stock shall be issued. Such written notice shall be irrevocable, except that the right of the holder to convert this Security (or the portion hereof) with respect to which the repurchase right is being exercised) shall continue until the close of business on the Repurchase Date. (d) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid to the holder the Repurchase Price in cash or shares of Common Stock, as provided above, or, if shires of Common Stock are to be paid, as promptly after the Repurch▇▇▇ ▇▇te as practicable, together with accrued and unpaid interest to the Repurchase Date; provided, however, that installments of interest that mature on or prior to the Repurchase Date shall be payable in cash, to the holders of this Security, or one or more predecessor Securities, registered as such at the close of business on the relevant regular record date. (e) If this Security (or portion thereof) is surrendered for repurchase and is not so paid on or prior to the Repurchase Date (or if shares of Common Stock are to be delivered, as promptly after the Repurchase Date as practicable), the principal amount of this Security (or such portion hereof, as the case may be) shall, until paid, bear interest to the extent permitted by applicable law from the Repurchase Date at the rate per annum borne by this Security, and shall remain convertible into Common Stock until the principal of this Security (or portion thereof, as the case may be) shall have been paid or duly provided for. (f) If this Security is to be repurchased only in part, it shall be surrendered to the Company at the Designated Office (with, if the Company so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company duly executed by, the holder hereof or his attorney duly authorized in writing, and the Company shall execute and make available for deliver to the holder without service charge, a new Security or Securities, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Security so surrendered. (g) Any issuance of shares of Common Stock in respect of the Repurchase Price shall be deemed to have been effected immediately prior to the close of business on the Repurchase Date and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such repurchase shall be deemed to have become on the Repurchase Date the holder or holders of record of the shares represented thereby; PROVIDED, HOWEVER, that any surrender for repurchase on a date whether the stock transfer books of the Company shall be closed shall constitute the person or persons in whose name or names the certificate or certificates for such shares are to be issued as the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open. No payment or adjustment shall be made for dividends or distributions on any Common Stock issued upon repurchase of this Security declared prior to the Repurchase Date. (h) No fractions of shares shall be issued upon repurchase of this Security. Instead of any fractional share of Common Stock which would otherwise be issuable on the repurchase of this Security, the Company will deliver to the holder its check for the (current market value of such fractional share. The current market value of a fraction of a share shall be determined by multiplying the current market price of a full share by the fraction, and rounding the result to the nearest cent. For purposes of this Section 3 the current market price of a share of Common Stock shall be the Closing Price of the Common Stock on the Trading Day immediately preceding the Repurchase Date. (i) Any issuance and delivery of certificates for shares of Common Stock on repurchase of this Security shall be made without charge to the holder of this Security for such certificates or for any tax or duty in respect of the issuance or delivery of such certificates or the securities represented thereby; PROVIDED, HOWEVER, that is the Company shall not be required to pay any tax or duty which may be payable in respect of any transfer involved in the issuance or delivery of certificates for shares of Common Stock in a name other than that of the holder of this Security, and no later than forty-five such issuance or delivery shall be made unless and until the person requesting such issuance or delivery has paid to the Company the amount of any such tax or duty or has established, to the satisfaction of the Company, that such tax or duty has been paid. (45j) days For purposes of this Section 3. (1) the term "beneficial owner" shall be determined in accordance with Rule 13d-3 promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934; (2) a "Change in Control" shall be deemed to have occurred at the time, after the Holder has delivered original issuance of this Securities, of: (i) the notice provided acquisition by any person of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of transactions, of shares of capital stock of the Company entitling such person to exercise 50% or more of the total voting power of all shares of capital stock of the Company entitled to vote generally in proviso the elections of directors (any shares of voting stock of which such person is the beneficial owner that are not then outstanding being deemed outstanding for purposes of calculating such percentage) other than any such acquisition by the Company or any employee benefit plan of the Company; or (ii) above. Such right to require the repurchase of the Securities shall not continue after a discharge any consolidation or merger of the Company from its obligations with respect or into, any other person, any merger of another person with or into the Company, or any conveyance, transfer, sale, lease or other disposition of all or substantially all of the assets of the Company to another person (other than (a) any such transaction (x) which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock and (y) pursuant to which holders of Common Stock immediately prior to such transaction have the Securities entitlement to exercise, directly or indirectly, 50% or more of the total voting power of all shares of capital stock entitled to vote generally in accordance with Article 3 unless the election of directors of the continuing or surviving person immediately after such transaction and (b) any merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock into solely ,;hares of common stock); PROVIDED, HOWEVER, that a Change in Control shall not be deemed I-.() have occurred if the Closing Price for any five Trading Days within the period of 10 consecutive Trading Days (x) ending immediately after the later of the date of the Change in Control or the date of the public announcement of the Change in Control (in the case of a Change in Control under Claus (ii) above) or (y) ending immediately prior to such discharge. 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 Security as of any time, such reference shall be deemed to include reference to the Repurchase Price that has become and remains payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention date of the Repurchase Change in Control (in the case of a Change in Control under Clause (ii) above) shall equal or exceed 105 % of the Conversion Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when effect on each such express mention is not made.Trading Day; and

Right to Require Repurchase. (a) In the event that a Change in Control shall occur, then each Holder the holder of this Security shall have the right, at the Holder’s such holder's option, but subject to the provisions of Section 13.02, to require the Company to repurchase for cashrepurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s Securitiesthis Security, or any portion of the principal amount thereof hereof that is equal to U.S.$1,000 $1,000 or any greater integral multiple of U.S.$1,000thereof, on the date (the “"Repurchase Date”") that is fixed by thirty (30) Trading Days after the date on which the Company gives notice thereof to the holder of this Security, at a cash purchase price equal to one hundred percent (100%) % of the principal amount of the Securities this Security to be repurchased plus interest accrued to the Make-Whole Payment less any interest paid Repurchase Date (the “"Repurchase Price”); "): provided, however, that installments of interest on Securities this Security whose Stated Maturity stated maturity is on or prior to the Repurchase Date shall be payable to the Holders holder of such Securitiesthis Security, or one or more Predecessor predecessor Securities, registered as such on the relevant Record Date according to their terms and terms. At the provisions option of Section 2.11. The the Company, the Repurchase Date will Price may be determined paid in cash or subject to the fulfillment by the Company of the conditions set forth in each of Section 5 and Section 6 and subject to the following manner: (i) limitations set forth in each of Section 5 and Section 6, by delivery of shares of Common Stock or in common stock of any Person which succeeds the Company will up to a maximum amount of ten percent (10%) of the then issued and outstanding Common Stock or common stock of such Person following any Change in Control, provided, however, the cash plus the fair market value of such shares shall equal the Repurchase Price. The Company agrees to give the holder of this Security notice of any Change in Control, by facsimile transmission confirmed in writing by overnight courier service, promptly and in any event within two (2) Trading Days of the occurrence thereof. (b) To exercise a repurchase right, the holder shall deliver to the Company on or before the 10th Trading Day prior to the Repurchase Date, together with this Security, written notice of the Change holder's exercise of such right, which notice shall set forth the name of the holder, the number of shares of Common Stock then owned by such holder and its affiliates, the principal amount of this Security to be repurchased (and, if this Security is to be repurchased in Control as contemplated part, the portion of the principal amount thereof to be repurchased and the name of the person in Section 13.02(a); (iiwhich the portion thereof to remain outstanding after such repurchase is to be registered) the Holder will give notice of its and a statement that an election to exercise the repurchase right is being made thereby and, in the event that the Repurchase Price shall be paid in whole or in part by the delivery of shares, as contemplated provided above, the name or names (and the addresses) in Section 13.02(b); and (iii) which 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) abovecertificates for shares shall be issued. Such written notice shall be irrevocable, except that the right to require the repurchase of the Securities shall not continue after a discharge of holder to convert this Security (or the Company from its obligations portion hereof with respect to which the Securities repurchase right is being exercised) shall continue until the close of business on the Repurchase Date (or if the Company elects to pay the Repurchase Price by delivery of shares as provided above, until the close of business on the Trading Day immediately preceding the first delivery of shares with respect thereto). (c) In the event a repurchase right shall be exercised in accordance with Article 3 unless a Change the terms hereof, the Company shall pay or cause to be paid to the holder the Repurchase Price in Control shall have occurred cash or shares, as provided above, together with accrued and unpaid interest to the Repurchase Date; provided, however, that installments of interest that mature on or prior to such discharge. Whenever the Repurchase Date shall be payable in this Indenture (including Sections 2.05, 4.01(b) and 4.08) there is a reference, in any contextcash, to the holders of this Security, or one or more predecessor Securities, registered as such at the close of business on the relevant regular record date. (d) If this Security (or portion thereof) is surrendered for repurchase and is not so paid on or prior to the Repurchase Date. the principal amount of this Security (or such portion hereof, as the case maybe) shall, until paid, bear interest to the extent permitted by applicable law from the Repurchase Date at eleven percent (11%) per annum, and shall remain convertible into Common Stock until the principal of any this Security (or portion thereof, as the case may be) shall have been paid or duly provided for. (e) If this Security is to be repurchased only in part, it shall be surrendered to the Company at the Designated Office (with, if the Company so requires, due endorsement by, or a written instrument of any timetransfer in form satisfactory to the Company duly executed by, such reference the holder hereof or his attorney duly authorized in writing), and the Company shall execute and make available for delivery to the holder without service charge, a new Security or Securities, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Security so surrendered. (f) For purposes of this Section 3. (1) the term "beneficial owner" shall be determined in accordance with Rule 13d-3 promulgated by the Securities and Exchange Commission pursuant to the Exchange Act; and (2) a "Change in Control" shall be deemed to include reference to have occurred at the Repurchase Price that has become and remains payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention after the original issuance of this Security, of: (i) the acquisition by any Person of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of transactions, of shares of capital stock of the Repurchase Price Company entitling such Person to exercise 50% or more of the total voting power of all shares of capital stock of the Company entitled to vote generally in the election of directors (any shares of voting stock of which such Person is the beneficial owner that are not then outstanding being deemed outstanding for purposes of calculating such percentage) other than any such acquisition by the Company or any employee benefit plan of the Company; or (ii) any consolidation or merger of the Company with or into, any other Person, any merger of another Person with or into the Company, or any conveyance, transfer, sale, lease or other disposition of all or substantially all of the assets of the Company to another Person (other than (a) any such transaction (x) which does not result in any provision reclassification, conversion, exchange or cancellation of this Indenture shall not be construed as excluding outstanding shares of Common Stock and (y) pursuant to which holders of Common Stock immediately prior to such transaction have the Repurchase Price entitlement to exercise, directly or indirectly, 50% or more of the total voting power of all shares of capital stock entitled to vote generally in those provisions the election of this Indenture when directors of the continuing or surviving Person immediately after such express mention transaction and (b) any merger which is not made.effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock into solely shares of common stock,

Right to Require Repurchase. In the event that If a Change in of Control shall occuroccurs, then each Holder shall have the right, at the Holder’s 's option, but subject to the provisions of Section 13.0211.02, to require the Company to repurchase for cashrepurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s Securities's Notes not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S.$1,000 U.S. $1,000 or any greater integral multiple of U.S.$1,000, on U.S. $1,000 in excess thereof (provided that no single Note may be repurchased in part unless the date (the “Repurchase Date”) that is fixed by the Company at a cash purchase price equal to one hundred percent (100%) portion of the principal amount of such Note to be outstanding after such repurchase is equal to U.S. $1,000 or integral multiples of U.S. $1,000 in excess thereof), pursuant to a Change of Control Offer. Upon the Securities occurrence of a Change of Control, the Company shall offer (a "Change of Control Offer") a payment equal to 100% of the aggregate principal amount of the Notes to be repurchased plus interest accrued and unpaid to but excluding the Make-Whole Payment less any interest paid Repurchase Date (the “"Repurchase Price”"); provided, however, that installments of interest on Securities Notes whose Stated Maturity is on or prior to the Repurchase Date shall be payable to the Holders of such SecuritiesNotes, or one or more Predecessor SecuritiesNotes, registered as such on the relevant Regular Record Date according to their terms and terms. At the provisions option of Section 2.11. The the Company, the Repurchase Date will Price may be determined paid in cash or, subject to the fulfillment by the Company in the following manner: (i) the Company will give notice of the Change in Control as contemplated in conditions set forth Section 13.02(a); (ii) the Holder will give notice 11.02, by delivery of its election to exercise the repurchase right as contemplated in Section 13.02(b); and (iii) the Company will make the repurchase on shares of Common Stock having 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 fair market value equal to the Securities in accordance with Article 3 unless a Change in Control shall have occurred prior to such dischargeRepurchase Price. 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 Security Note as of any time, such reference shall be deemed to include reference to the Repurchase Price that has become and remains payable in respect of such Security 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 's option, but subject to the provisions of Section 13.02, to require the Company to repurchase for cashrepurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s 's Securities, or any portion of the principal amount thereof that is equal to U.S.$1,000 U.S.$5,000 or any greater integral multiple of U.S.$1,000U.S.$1,000 in excess thereof (provided that no single Bearer Security may be repurchased in part, and no single Registered Security may be repurchased in part unless the portion of the principal amount of such Registered Security to be Outstanding after such repurchase is equal to U.S.$5,000 or integral multiples of U.S.$1,000 in excess thereof), on the date (the “"Repurchase Date”") that is fixed by 45 days after the date of the Company Notice (as defined in Section 14.2) 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 interest accrued to the Repurchase Date; provided, however, that installments of interest on Bearer Securities whose Stated Maturity is on or prior to the Repurchase Date shall be payable only upon presentation and surrender of coupons for such interest (at an office or agency outside the United States, except as otherwise provided in the form of Bearer Security set forth in Section 2.2(a)); and provided, further, that installments of interest on Registered 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 2.11. 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) above3.7. 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 3 Four, unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, except as otherwise provided in Section 14.2(j), by delivery of shares of common stock having a fair market value equal to the Repurchase Price; provided that payment may not be made in common stock unless at the time of payment such stock is listed on a national securities exchange or quoted on the Nasdaq National Market. For purposes of this Section, the fair market value of shares of common stock shall be determined by the Company and shall be equal to 95% of the average of the Closing Prices Per Share for the five consecutive Trading Days ending on and including the third Trading Day immediately preceding the Repurchase Date. Whenever in this Indenture (including Sections 2.052.2, 4.01(b3.1, 5.1(2) and 4.085.8) there is a reference, in any context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price that has become and remains payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made.

Right to Require Repurchase. (a) In the event that a Change in Control (as hereinafter defined) shall occur, then each Holder the holder of this Security shall have the right, at the Holder’s such holder's option, but subject to the provisions of Section 13.02, to require the Company to repurchase for cashrepurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s Securitiesthis Security, or any portion of the principal amount thereof hereof that is equal to U.S.$1,000 $1,000 or any greater integral multiple of U.S.$1,000thereof, on the date (the “"Repurchase Date”") that is fixed by 15 Trading Days after the date on which the Company gives notice of such Change of Control to the holder of this Security, at a cash purchase price equal to one hundred percent the Repurchase Price. 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 in Section 3(b), by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price as described in Section 3(b). The Company agrees to give the holder of this Security notice of any Change in Control, in the manner provided in Section 6(b), promptly and in any event within two Trading Days of the occurrence thereof. (100%b) The Company may elect to pay the Repurchase Price by delivery of shares of Common Stock pursuant to Section 3(a), if and only if the following conditions have been satisfied: (1) The shares of Common Stock deliverable in payment of the Repurchase Price shall have a fair market value as of the Repurchase Date of not less than the Repurchase Price. For purposes of this Section 3(b), the fair market value of shares of Common Stock shall be equal to the average of the Closing Prices for the five consecutive Trading Days ending on and including the third Trading Day immediately preceding the Repurchase Date; (2) The shares of Common Stock to be issued upon repurchase of this Security shall have been registered for resale by the holder upon issuance pursuant to an effective registration statement under the Securities Act of 1933, all in accordance with the Registration Rights Agreement; (3) If any shares of Common Stock to be issued upon repurchase of this Security require registration with or approval of any governmental authority under any State law or any other Federal law before such shares may be validly issued or delivered upon repurchase, such registration shall have been completed, have become effective and such approval shall have been obtained, in each case, prior to the Repurchase Date; (4) The shares of Common Stock deliverable in payment of the Repurchase Price shall have been approved for quotation in the Nasdaq National Market or listed on a national securities exchange immediately prior to the Repurchase Date; (5) All shares of Common Stock deliverable in payment of the Repurchase Price shall be issued out of the Company's authorized but unissued Common Stock and will, upon issue, be duly and validly issued and fully paid and non-assessable and free of any preemptive rights; and (6) The Company shall have delivered to the holder, prior to the Repurchase Date, an undertaking of the Company in the form attached as Annex A hereto. Notwithstanding any other provision of this Security, the Company shall, if the holder so elects, deliver the shares of Common Stock issuable pursuant to this Section 3 to any third party designated by the holder. If all of the conditions set forth in this Section 3(b) are not satisfied in accordance with the terms thereof, the Repurchase Price shall be paid by the Company only in cash. (c) To exercise a repurchase right, the holder shall deliver to the Company on or before the 10th day prior to the Repurchase Date, together with this Security, written notice of the holder's exercise of such right, which notice shall set forth the name of the holder, the principal amount of this Security to be repurchased (and, if this Security is to be repurchased in part, the portion of the principal amount of the Securities thereof to be repurchased plus and the Make-Whole Payment less any interest name of the person in which the portion thereof to remain outstanding after such repurchase is to be registered) and a statement that an election to exercise the repurchase right is being made thereby, and, in the event that the Repurchase Price shall be paid in shares of Common Stock, the name or names (with addresses) in which the “certificate or certificates for shares of Common Stock shall be issued. Such written notice shall be irrevocable, except that the right of the holder to convert this Security (or the portion hereof with respect to which the repurchase right is being exercised) shall continue until the close of business on the Repurchase Price”Date (or if the Company elects to pay the Repurchase Price by delivery of shares of Common Stock, until the close of business on the Trading Day immediately preceding the first delivery of Common Stock in respect thereof); provided. (d) In the event a repurchase right shall be exercised in accordance with the terms hereof, howeverthe Company shall pay or cause to be paid to the holder the Repurchase Price in cash or shares of Common Stock, that installments of interest on Securities whose Stated Maturity is as provided above, on or prior to the Repurchase Date. (e) If this Security (or portion thereof) is surrendered for repurchase and is not so paid on the Repurchase Date, the principal amount of this Security (or such portion hereof, as the case may be) shall, until paid, bear interest to the extent permitted by applicable law from the Repurchase Date at the rate of 20.0% per annum, payable in cash, and shall remain convertible into Common Stock until the principal of this Security (or portion thereof, as the case may be) shall have been paid or duly provided for. (f) If this Security is to be repurchased only in part, it shall be payable surrendered to the Holders Company at the Designated Office (with, if the Company so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company duly executed by, the holder hereof or his attorney duly authorized in writing), and the Company shall execute and make available for delivery to the holder without service charge, a new Security or Securities, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Security so surrendered. (g) Any issuance of shares of Common Stock in respect of the Repurchase Price shall be deemed to have been effected immediately prior to the close of business on the Repurchase Date and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such repurchase shall be deemed to have become on the Repurchase Date the holder or holders of record of the shares represented thereby; PROVIDED, HOWEVER, that any surrender for repurchase on a date when the stock transfer books of the Company shall be closed shall constitute the person or persons in whose name or names the certificate or certificates for such shares are to be issued as the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open. Subject to Section 2(b), no payment or adjustment shall be made for dividends or distributions on any Common Stock issued upon repurchase of this Security declared prior to the Repurchase Date. (h) No fractions of shares shall be issued upon repurchase of this Security. Instead of any fractional share of Common Stock which would otherwise be issuable on the repurchase of this Security, the Company will deliver to the holder its check for the current market value 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 2.11fractional share. The Repurchase Date will current market value of a fraction of a share shall be determined by multiplying the current market price of a full share by the fraction, and rounding the result to the nearest cent. (i) Any issuance and delivery of certificates for shares of Common Stock on repurchase of this Security shall be made without charge to the holder of this Security for such certificates or for any tax or duty in respect of the issuance or delivery of such certificates or the securities represented thereby; PROVIDED, HOWEVER, that the Company shall not be required to pay any tax or duty which may be payable in respect of any transfer involved in the following manner: issuance or delivery of certificates for shares of Common Stock in a name other than that of the holder of this Security, and no such issuance or delivery shall be made unless and until the person requesting such issuance or delivery has paid to the Company the amount of any such tax or duty or has established, to the satisfaction of the Company, that such tax or duty has been paid. (j) For purposes of this Section 3: (1) the term "beneficial owner" shall be determined in accordance with Rule 13d-3 promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934; (2) a "Change in Control" shall be deemed to have occurred at the time, after the original issuance of this Security, of: (i) the Company will give notice acquisition by any person of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of transactions, of shares of capital stock of the Change Company entitling such person to exercise more than 50% of the total voting power of all shares of capital stock of the Company entitled to vote generally in Control as contemplated in Section 13.02(a)the elections of directors (any shares of voting stock of which such person is the beneficial owner that are not then outstanding being deemed outstanding for purposes of calculating such percentage) other than any such acquisition by the Company or any employee benefit plan of the Company; or (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 any consolidation or merger of the Company from its obligations with respect or into, any other person, any merger of another person with or into the Company, or any conveyance, transfer, sale, lease or other disposition of all or substantially all of the assets of the Company to the Securities another person (other than (a) any such transaction (x) which does not result in accordance with Article 3 unless a Change in Control shall have occurred any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock and (y) pursuant to which holders of Common Stock immediately prior to such discharge. Whenever transaction have the entitlement to exercise, directly or indirectly, 50% or more of the total voting power of all shares of capital stock entitled to vote generally in this Indenture the election of directors of the continuing or surviving person immediately after such transaction and (including Sections 2.05b) any merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, 4.01(bconversion or exchange of outstanding shares of Common Stock into solely shares of common stock); (3) and 4.08) there is the "current market price" of a reference, in any context, to the principal share of any Security as of any time, such reference Common Stock shall be deemed to include reference to the Closing Price of the Common Stock on the Trading Day immediately preceding the Repurchase Price that has become and remains payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not madeDate.

Right to Require Repurchase. In the event that a Change in Control 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 's option, but subject to the provisions of Section 13.02, to require the Company to repurchase for cashrepurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s Securities's Notes not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S.$1,000 U.S. $1,000 or any greater integral multiple of U.S.$1,000U.S. $1,000 in excess thereof (provided that no single Note may be repurchased in part unless the portion of the principal amount of such Note to be Outstanding after such repurchase is equal to U.S. $1,000 or integral multiples of U.S. $1,000 in excess thereof), on the date (the “"Repurchase Date”") that is fixed by 45 days after the date of the Company Notice (as defined in Section 4.02) (or if such date is not a Business Day then the next succeeding Business Day) at a cash purchase price equal to one hundred percent (100%) % of the principal amount of the Securities Notes to be repurchased plus interest accrued but unpaid to, but excluding, the Make-Whole Payment less any interest paid Repurchase Date (the “"Repurchase Price”"); provided, however, that installments of interest on Securities Notes whose Stated Final Maturity Date is on or prior to the Repurchase Date shall be payable to the Holders of such SecuritiesNotes, or one or more Predecessor SecuritiesNotes, registered as such on the relevant Record Date according to their terms and the provisions of Section 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) above2.03. Such right to require the repurchase of the Securities Notes shall not continue after a discharge of the Company from its obligations with respect to the Securities Notes in accordance with Article 3 13, unless a Change in Control shall have occurred prior to such discharge. 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 Security Note as of any time, such reference shall be deemed to include reference to the Repurchase Price that has become and remains payable in respect of such Security 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 's option, but subject to the provisions of Section 13.0214.2, to require the Company to repurchase for cashrepurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s Securities's Securities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S.$1,000 U.S. $1,000 or any greater integral multiple of U.S.$1,000U.S. $1,000 in excess thereof (provided that no single Security may be repurchased in part unless the portion of the principal amount of such Security to be Outstanding after such repurchase is equal to U.S. $1,000 or integral multiples of U.S. $1,000 in excess thereof), on the date (the “"Repurchase Date”") that is fixed by 45 days after the date of the Company Notice (as defined in Section 14.3) at a cash purchase price equal to one hundred percent (100%) % of the principal amount of the Securities to be repurchased plus interest accrued to the Make-Whole Payment less any interest paid 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 2.11. 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) above3.9. 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 IV, unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth in Section 14.2, by delivery of shares of Common Stock that have been registered under the Securities Act having a fair market value equal to the Repurchase Price. Whenever in this Indenture (including Sections 2.052.2, 4.01(b3.1, 5.1(1) and 4.085.8) there is a reference, in any context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price that has become and remains payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made; provided, however, that for the purposes of Article 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 shall occur, then each Holder shall have the right, at the Holder’s 's option, but subject to the provisions of Section 13.0215.3, to require the Company to repurchase for cashrepurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s 's Securities, or any portion of the principal amount thereof that is equal to U.S.$1,000 $1,000 or any greater integral multiple of U.S.$1,000$1,000 in excess thereof, on the date (the “"Repurchase Date”") that is fixed by 45 days after the date of the Company Notice (as defined in Section 15.3) at a cash purchase price equal to one hundred percent (100%) % of the principal amount of the Securities to be repurchased plus interest accrued to the Make-Whole Payment less any interest paid Repurchase Date (the “"Repurchase Price”"); providedPROVIDED, howeverHOWEVER, that installments of interest on Securities whose Stated Maturity is on or prior to the Repurchase Date shall be payable payable, in cash, to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Record Date according to 106 their terms and the provisions of Section 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) above3.7. 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 3 IV, unless a Change in of Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, 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 Price. 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 Security as of any time, such reference shall be deemed to include reference to the Repurchase Price that has become and remains payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made; PROVIDED 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. (a) In the event that a Change in Control (as hereinafter defined) shall occur, then each Holder the holder of this Security shall have the right, at the Holder’s such holder's option, but subject to the provisions of Section 13.02, to require the Company to repurchase for cashrepurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s Securitiesthis Security, or any portion of the principal amount thereof hereof that is equal to U.S.$1,000 $1,000 or any greater integral multiple of U.S.$1,000thereof, on the date (the “"Repurchase Date”") that is fixed by 15 Trading Days after the date on which the Company gives notice of such Change of Control to the holder of this Security, at a cash purchase price equal to one hundred percent the Repurchase Price. 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 in Section 3(b), by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price as described in Section 3(b). The Company agrees to give the holder of this Security notice, in the manner provided in Section 6(b), of any Change in Control, promptly and in any event within two Trading Days of the occurrence thereof. (100%b) The Company may elect to pay the Repurchase Price by delivery of shares of Common Stock pursuant to Section 3(a), if and only if the following conditions have been satisfied: (1) The shares of Common Stock deliverable in payment of the Repurchase Price shall have a fair market value as of the Repurchase Date of not less than the Repurchase Price. For purposes of this Section 3(b), the fair market value of shares of Common Stock shall be equal to the average of the Closing Prices for the five consecutive Trading Days ending on and including the third Trading Day immediately preceding the Repurchase Date; (2) The shares of Common Stock to be issued upon repurchase of this Security shall have been registered for resale by the holder upon issuance pursuant to an effective registration statement under the Securities Act of 1933, all in accordance with the Registration Rights Agreement; (3) If any shares of Common Stock to be issued upon repurchase of this Security require registration with or approval of any governmental authority under any State law or any other Federal law before such shares may be validly issued or delivered upon repurchase, such registration shall have been completed, have become effective and such approval shall have been obtained, in each case, prior to the Repurchase Date; (4) The shares of Common Stock deliverable in payment of the Repurchase Price shall have been approved for quotation in the Nasdaq National Market or listed on a national securities exchange immediately prior to the Repurchase Date; (5) All shares of Common Stock deliverable in payment of the Repurchase Price shall be issued out of the Company's authorized but unissued Common Stock and will, upon issue, be duly and validly issued and fully paid and non-assessable and free of any preemptive rights; and (6) The Company shall have delivered to the holder, prior to the Repurchase Date, an undertaking of the Company in the form attached as Annex A hereto. Notwithstanding any other provision of this Security, the Company shall, if the holder so elects, deliver the shares of Common Stock issuable pursuant to this Section 3 to any third party designated by the holder. If all of the conditions set forth in this Section 3(b) are not satisfied in accordance with the terms thereof, the Repurchase Price shall be paid by the Company only in cash. (c) To exercise a repurchase right, the holder shall deliver to the Company on or before the 10th day prior to the Repurchase Date, together with this Security, written notice of the holder's exercise of such right, which notice shall set forth the name of the holder, the principal amount of this Security to be repurchased (and, if this Security is to be repurchased in part, the portion of the principal amount of the Securities thereof to be repurchased plus and the Make-Whole Payment less any interest name of the person in which the portion thereof to remain outstanding after such repurchase is to be registered) and a statement that an election to exercise the repurchase right is being made thereby, and, in the event that the Repurchase Price shall be paid in shares of Common Stock, the name or names (with addresses) in which the “certificate or certificates for shares of Common Stock shall be issued. Such written notice shall be irrevocable, except that the right of the holder to convert this Security (or the portion hereof with respect to which the repurchase right is being exercised) shall continue until the close of business on the Repurchase Price”Date (or if the Company elects to pay the Repurchase Price by delivery of shares of Common Stock, until the close of business on the Trading Day immediately preceding the first delivery of Common Stock in respect thereof); provided. (d) In the event a repurchase right shall be exercised in accordance with the terms hereof, howeverthe Company shall pay or cause to be paid to the holder the Repurchase Price in cash or shares of Common Stock, that installments of interest on Securities whose Stated Maturity is as provided above, on or prior to the Repurchase Date. (e) If this Security (or portion thereof) is surrendered for repurchase and is not so paid on the Repurchase Date, the principal amount of this Security (or such portion hereof, as the case may be) shall, until paid, bear interest to the extent permitted by applicable law from the Repurchase Date at the rate of 20.0% per annum, payable in cash, and shall remain convertible into Common Stock until the principal of this Security (or portion thereof, as the case may be) shall have been paid or duly provided for. (f) If this Security is to be repurchased only in part, it shall be payable surrendered to the Holders Company at the Designated Office (with, if the Company so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company duly executed by, the holder hereof or his attorney duly authorized in writing), and the Company shall execute and make available for delivery to the holder without service charge, a new Security or Securities, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Security so surrendered. (g) Any issuance of shares of Common Stock in respect of the Repurchase Price shall be deemed to have been effected immediately prior to the close of business on the Repurchase Date and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such repurchase shall be deemed to have become on the Repurchase Date the holder or holders of record of the shares represented thereby; PROVIDED, HOWEVER, that any surrender for repurchase on a date when the stock transfer books of the Company shall be closed shall constitute the person or persons in whose name or names the certificate or certificates for such shares are to be issued as the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open. Subject to Section 2(b), no payment or adjustment shall be made for dividends or distributions on any Common Stock issued upon repurchase of this Security declared prior to the Repurchase Date. (h) No fractions of shares shall be issued upon repurchase of this Security. Instead of any fractional share of Common Stock which would otherwise be issuable on the repurchase of this Security, the Company will deliver to the holder its check for the current market value 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 2.11fractional share. The Repurchase Date will current market value of a fraction of a share shall be determined by multiplying the current market price of a full share by the fraction, and rounding the result to the nearest cent. (i) Any issuance and delivery of certificates for shares of Common Stock on repurchase of this Security shall be made without charge to the holder of this Security for such certificates or for any tax or duty in respect of the issuance or delivery of such certificates or the securities represented thereby; PROVIDED, HOWEVER, that the Company shall not be required to pay any tax or duty which may be payable in respect of any transfer involved in the following manner: issuance or delivery of certificates for shares of Common Stock in a name other than that of the holder of this Security, and no such issuance or delivery shall be made unless and until the person requesting such issuance or delivery has paid to the Company the amount of any such tax or duty or has established, to the satisfaction of the Company, that such tax or duty has been paid. (j) For purposes of this Section 3: (1) the term "beneficial owner" shall be determined in accordance with Rule 13d-3 promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934; (2) a "Change in Control" shall be deemed to have occurred at the time, after the original issuance of this Security, of: (i) the Company will give notice acquisition by any person of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of transactions, of shares of capital stock of the Change Company entitling such person to exercise more than 50% of the total voting power of all shares of capital stock of the Company entitled to vote generally in Control as contemplated in Section 13.02(a)the elections of directors (any shares of voting stock of which such person is the beneficial owner that are not then outstanding being deemed outstanding for purposes of calculating such percentage) other than any such acquisition by the Company or any employee benefit plan of the Company; or (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 any consolidation or merger of the Company from its obligations with respect or into, any other person, any merger of another person with or into the Company, or any conveyance, transfer, sale, lease or other disposition of all or substantially all of the assets of the Company to the Securities another person (other than (a) any such transaction (x) which does not result in accordance with Article 3 unless a Change in Control shall have occurred any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock and (y) pursuant to which holders of Common Stock immediately prior to such discharge. Whenever transaction have the entitlement to exercise, directly or indirectly, 50% or more of the total voting power of all shares of capital stock entitled to vote generally in this Indenture the election of directors of the continuing or surviving person immediately after such transaction and (including Sections 2.05b) any merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, 4.01(bconversion or exchange of outstanding shares of Common Stock into solely shares of common stock); (3) and 4.08) there is the "current market price" of a reference, in any context, to the principal share of any Security as of any time, such reference Common Stock shall be deemed to include reference to the Closing Price of the Common Stock on the Trading Day immediately preceding the Repurchase Price that has become and remains payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not madeDate.

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 's option, but subject to the provisions of Section 13.021402, to require the Company to repurchase for cashrepurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s 's Securities, or any portion of the principal amount thereof that is equal to U.S.$1,000 $1,000 or any greater integral multiple of U.S.$1,000$1,000 in excess thereof, on the date (the “"Repurchase Date”") that is fixed by 45 days after the date of the Company Notice (as defined in Section 1403) 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 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 at the close of business on the 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) above307. 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 Four, unless a Change in of Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid (i) subject to the provisions of Section 1402(B) in cash, 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 either in cash or by delivery of shares of Common Stock shall constitute an Event of Default for purposes of Section 501(1) hereof notwithstanding the Company's inability to comply with the provisions of or satisfy any conditions set forth in Section 1402. Whenever in this Indenture (including Sections 2.05202, 4.01(b301, 501(l) and 4.08508) there is a reference, in any context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price that has become and remains payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made; provided, however, that for the purposes of Article Twelve such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash.