Common use of Right to Require Repurchase Clause in Contracts

Right to Require Repurchase. In the event that a Change in Control (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 1302, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's Securities, or any portion of the principal amount thereof that is equal to $1,000 or any integral multiple of $1,000 in excess thereof, on the date (the "Holder Repurchase Date") that is 60 days after the date the Company provides the Holder Repurchase Notice pursuant to Section 1302 at a cash price equal to the sum of (i) the principal amount and premium of the Securities being repurchased, (ii) accrued and unpaid interest thereon to the Holder Repurchase Date, (iii) any original issue discount applicable to such security, and (iv) any Additional Amounts which would otherwise be payable (the "Repurchase Price"); provided, however, that installments of interest on Securities whose Stated Maturity is on or prior to the Holder Repurchase Date shall be payable to the Holders of such Securities, registered as such at the close of business on the Regular Record Date according to their terms and the provisions of Section 306. Such right to require the repurchase of the Securities shall not continue after a discharge of the Company from its obligations with respect to the Securities in accordance with Article Four, unless a Change in Control shall have occurred prior to such discharge.

Right to Require Repurchase. In the event that a Change in Control (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 130214.2, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's Securities, or any portion of the principal amount thereof that is equal to U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof (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 "Holder Repurchase Date") that is 60 45 days after the date of the Company provides the Holder Repurchase Notice pursuant to (as defined in Section 1302 14.3) at a cash purchase price equal to the sum 100% of (i) the principal amount and premium of the Securities being repurchased, (ii) accrued and unpaid interest thereon to the Holder Repurchase Date, (iii) any original issue discount applicable to such security, and (iv) any Additional Amounts which would otherwise be payable repurchased (the "Repurchase Price"); provided) plus Liquidated Damages, howeverif any, that installments of interest on Securities whose Stated Maturity is on or prior to to, but excluding, the Holder Repurchase Date shall be payable to the Holders of such Securities, registered as such at the close of business on the Regular Record Date according to their terms and the provisions of Section 306Date. 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 FourIV, 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 having a fair market value equal to the Repurchase Price. Whenever in this Indenture (including Sections 2.2, 3.1, 5.1(1) and 5.8) there is a reference, in any context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made.

Right to Require Repurchase. In the event that a Change in Control (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 130214.2, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's SecuritiesSecurities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 U.S.$5,000 or any integral multiple of $1,000 U.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.$5,000 or integral multiples of U.S.$1,000 in excess thereof), on the date (the "Holder Repurchase Date") that is 60 45 days after the date of the Company provides the Holder Repurchase Notice pursuant to (as defined in Section 1302 14.3) at a cash purchase price equal to the sum 100% of (i) the principal amount and premium of the Securities being repurchased, (ii) to be repurchased plus interest accrued and unpaid interest thereon to the Holder Repurchase Date, (iii) any original issue discount applicable to such security, and (iv) any Additional Amounts which would otherwise be payable Date (the "Repurchase Price"); provided, however, that installments of interest on Securities whose Stated Maturity is on or prior to the Holder 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 Regular relevant Record Date according to their terms and the provisions of Section 3063.7. Such right to require the repurchase of the Securities shall not continue after a discharge of the Company from its obligations with respect to the Securities in accordance with Article Four, unless a 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 14.2, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price. Whenever in this Indenture (including Sections 2.2, 3.1, 5.1(1) and 5.8) there is a reference, in any context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made; provided, however, that for the purposes of Article Thirteen such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash.

Right to Require Repurchase. In the event that a Change in Control (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 130214.2, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's SecuritiesSecurities not theretofore called for redemption, or any portion of the principal amount thereof that an integral multiple of U.S. $1,000 (provided that no single Security may be repurchased in part unless the portion of the principal amount of such Security to be Outstanding after such repurchase is equal to $1,000 or any an integral multiple of U.S. $1,000 in excess thereof1,000), on the date (the "Holder Repurchase Date") that is 60 45 days after the date of the Company provides the Holder Repurchase Notice pursuant to (as defined in Section 1302 14.3) at a cash purchase price equal to the sum _____% of (i) the principal amount and premium of the Securities being repurchased, (ii) to be repurchased plus interest accrued and unpaid interest thereon to the Holder Repurchase Date, (iii) any original issue discount applicable to such security, and (iv) any Additional Amounts which would otherwise be payable Date (the "Repurchase Price"); provided, however, that installments of interest on Securities whose Stated Maturity is on or prior to the Holder 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 Regular relevant Record Date according to their terms and the provisions of Section 306. Such right to require the repurchase of the Securities shall not continue after a discharge of the Company from its obligations with respect to the Securities in accordance with Article Four, unless a Change in Control shall have occurred prior to such discharge3.

Right to Require Repurchase. In the event that a Change in Control (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 130214.2, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's SecuritiesSecurities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S. $1,000 or any integral multiple of U.S. $1,000 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 "Holder Repurchase Date") that is 60 45 days after the date of the Company provides the Holder Repurchase Notice pursuant to (as defined in Section 1302 14.3) at a cash purchase price equal to the sum 100% of (i) the principal amount and premium of the Securities being repurchased, (ii) to be repurchased plus interest accrued and unpaid interest thereon to the Holder Repurchase Date, (iii) any original issue discount applicable to such security, and (iv) any Additional Amounts which would otherwise be payable Date (the "Repurchase Price"); provided, however, that installments of interest on Securities whose Stated Maturity is on or prior to the Holder 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 Regular relevant Record Date according to their 92 101 terms and the provisions of Section 3063.7. 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 FourIV, 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 14.2, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price. Whenever in this Indenture (including Sections 2.2, 3.1, 5.1(1) and 5.8) there is a reference, in any context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made; provided, however, that for the purposes of Article 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 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 1302, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's Securities, or any portion of the principal amount thereof that is equal to $1,000 U.S.$5,000 or any integral multiple of $1,000 U.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 "Holder Repurchase Date") that is 60 45 days after the date of the Company provides the Holder Repurchase Notice pursuant to (as defined in Section 1302 14.2) at a cash purchase price equal to the sum 100% of (i) the principal amount and premium of the Securities being repurchased, (ii) accrued and unpaid interest thereon to the Holder Repurchase Date, (iii) any original issue discount applicable to such security, and (iv) any Additional Amounts which would otherwise be payable repurchased (the "Repurchase Price")) plus interest accrued to the Repurchase Date; providedPROVIDED, howeverHOWEVER, that installments of interest on Bearer Securities whose Stated Maturity is on or prior to the Holder 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 at the close of business on the Regular relevant Record Date according to their terms and the provisions of Section 306. Such right to require the repurchase of the Securities shall not continue after a discharge of the Company from its obligations with respect to the Securities in accordance with Article Four, unless a Change in Control shall have occurred prior to such discharge3.

Right to Require Repurchase. In the event that a Change in Control (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 130214.2, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's SecuritiesSecurities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 U.S.$5,000 or any integral multiple of $1,000 U.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.$5,000 or integral multiples of U.S.$1,000 in excess thereof), on the date (the "Holder Repurchase Date") that is 60 45 days after the date of the Company provides the Holder Repurchase Notice pursuant to (as 111 defined in Section 1302 14.3) at a cash purchase price equal to the sum 100% of (i) the principal amount and premium of the Securities being repurchased, (ii) to be repurchased plus interest accrued and unpaid interest thereon to the Holder Repurchase Date, (iii) any original issue discount applicable to such security, and (iv) any Additional Amounts which would otherwise be payable Date (the "Repurchase Price"); provided, however, that installments of interest on Securities whose Stated Maturity is on or prior to the Holder 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 Regular relevant Record Date according to their terms and the provisions of Section 3063.7. Such right to require the repurchase of the Securities shall not continue after a discharge of the Company from its obligations with respect to the Securities in accordance with Article Four, unless a 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 Alcatel ADSs having a fair market value equal to the Repurchase Price. Whenever in this Indenture (including Sections 2.2, 3.1, 5.1(1) and 5.8) there is a reference, in any context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made; provided, however, that for the purposes of Article Thirteen such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash.

Right to Require Repurchase. In the event that a Change in Control --------------------------- (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 130214.2, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's SecuritiesSecurities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or any integral multiple of $1,000 (provided that no single Security may be repurchased in part unless the portion of the principal amount of such Security to be Outstanding after such repurchase is equal to $1,000 or integral multiples of $1,000 in excess thereof), on the date (the "Holder Repurchase Date") specified by the Company that is not less than 40 nor more than 60 days after the date of the Company provides the Holder Repurchase Notice pursuant Offer to Purchase (as defined in Section 1302 14.3) at a cash purchase price equal to the sum 100% of (i) the principal amount and premium of the Securities being repurchased, (ii) to be repurchased plus interest accrued and unpaid interest thereon to the Holder Repurchase Date, (iii) any original issue discount applicable to such security, and (iv) any Additional Amounts which would otherwise be payable Date (the "Repurchase Price"); provided, however, that installments of interest on Securities whose Stated Maturity is on or prior to the Holder 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 Regular relevant Record Date according to their terms and the provisions of Section 306. Such right to require the repurchase of the Securities shall not continue after a discharge of the Company from its obligations with respect to the Securities in accordance with Article Four, unless a Change in Control shall have occurred prior to such discharge3.

Right to Require Repurchase. In the event that a Fundamental Change in Control (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 1302, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's Securities, or any portion of the principal amount thereof that is equal to $1,000 U.S.$1,000 or any integral multiple thereof (provided that no single Security may be repurchased in part unless the portion of $1,000 the principal amount of such Security to be Outstanding after such repurchase is equal to U.S.$1,000 or integral multiples of U.S.$1,000 in excess thereof), on the date (the "Holder Repurchase Date") that is 60 45 days after the date of the Company provides Notice (as defined in Section 14.2) at the Holder Repurchase Notice pursuant to Section 1302 at a cash price equal to the sum following prices (expressed as percentages of (i) the principal amount and premium of the Securities being repurchased, (iithereof) accrued and unpaid interest thereon to the Holder Repurchase Date, (iii) any original issue discount applicable to such security, and (iv) any Additional Amounts which would otherwise be payable (the "Repurchase Price")) in the event of a Fundamental Change occurring during the 12-month period beginning October 1 (plus interest accrued to, but excluding, the Repurchase Date): Year Repurchase Price ---- ---------------- 1997 106.0% 1998 104.8 1999 103.6 2000 102.4 2001 101.2 and 100% at October 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 Holder 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 Regular Record Date according to their terms and the provisions of Section 3063.7. Such right to require the repurchase of the Securities shall not continue after a discharge of the Company from its obligations with respect to the Securities in accordance with Article Four, unless a Fundamental Change in Control shall have occurred prior to such discharge. Whenever in this Indenture (including Sections 2.2, 3.1, 5.1(1) and 5.8) there is a reference, in any context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made.

Right to Require Repurchase. In the event that of a Change in Control (as hereinafter defined) shall occurof Control, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 1302, right to require the Company to repurchase, and upon the exercise of such right right, the Company shall repurchase, all of such Holder's SecuritiesDebentures, or any portion of the principal amount thereof that is equal to $1,000 or any an integral multiple of $1,000 U.S.$10,000 (provided that no single Debenture may be repurchased in part unless the portion of the principal amount of such Debenture to be Outstanding after such repurchase is equal to U.S.$10,000 or integral multiples of U.S.$10,000 in excess thereof), on the date (the "Holder Repurchase Date") that is 60 45 days after the date of the Company provides the Holder Repurchase Notice pursuant to (as defined in Section 1302 15.2) for cash in U.S. dollars at a cash purchase price equal to the sum 100% of (i) the principal amount and premium of the Securities being repurchased, (ii) plus interest accrued and unpaid interest thereon to the Holder Repurchase Date, (iii) any original issue discount applicable to such security, and (iv) any Additional Amounts which would otherwise be payable Date (the "Repurchase Price"); provided, however, that installments of interest on Securities Debentures whose Stated Maturity maturity is on or prior to the Holder Repurchase Date shall be payable to only upon presentation and surrender of Coupons for such interest (at an office or agency outside the Holders United States, except as otherwise provided in the form of such Securities, registered as such at the close of business on the Regular Record Date according to their terms and the provisions of Definitive Debenture set forth in Section 3062.2(a)). 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 FourXIII, unless a Change in of Control shall have occurred prior to such discharge. A "Change of Control" shall be deemed to have occurred at the time when persons other than the Existing Control Group shall have become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of more than 50% of the aggregate Voting Stock of the Company.

Right to Require Repurchase. In the event that a Fundamental Change in Control (as hereinafter defined) shall occuroccur at any time prior to __________, 2007, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 1302, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's Securities, or any portion of the principal amount thereof that is equal to $1,000 or any U.S.$1,000 principal amount integral multiple of $1,000 in excess thereof, on the date (the "Holder Repurchase Fundamental Change Redemption Date") (or if such date is not a Business Day, the next succeeding Business Day) that is 60 30 days after the date of the Company provides Notice (as defined in Section 14.02) at the Holder Repurchase Notice pursuant to Section 1302 at a cash price equal to Fundamental Change Redemption Price set forth in the sum form of (i) Security. The Company shall also pay accrued interest, if any, on such Securities to, but excluding, the principal amount and premium of the Securities being repurchased, (ii) accrued and unpaid interest thereon to the Holder Repurchase Fundamental Change Redemption Date, (iii) any original issue discount applicable to such security, and (iv) any Additional Amounts which would otherwise be payable (the "Repurchase Price"); provided, however, that installments of interest on Securities whose Stated Maturity is on or prior to the Holder Repurchase Fundamental Change Redemption 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 Regular Record Date according to their terms and the provisions of Section 3063.07. 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 Four4, unless a Fundamental Change in Control shall have occurred prior to such discharge. Whenever in this Indenture (including Sections 2.02, 3.01, 5.01(a) and 5.

Right to Require Repurchase. In the event that that, prior to September 15, 2001 there shall occur a Change in Control (as hereinafter defined) shall occurof the Company, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 1302, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's SecuritiesSecurity, or any portion of the principal amount thereof that is equal to $1,000 or any an integral multiple of $1,000 in excess thereof1,000, on the date (the "Holder Repurchase Date") that is 60 45 days after the date of the Company provides the Holder Repurchase Notice pursuant to (as defined in Section 1302 12.2(a)) at a cash purchase price equal to the sum 100% of (i) the principal amount and premium of the Securities being repurchased, (ii) accrued and unpaid interest thereon to the Holder Repurchase Date, (iii) any original issue discount applicable to such security, and (iv) any Additional Amounts which would otherwise be payable repurchased (the "Repurchase Price"); provided, however, that installments of together with accrued interest on Securities whose Stated Maturity is on or prior to the Holder Repurchase Date shall be payable to the Holders of such Securities, registered as such at the close of business on the Regular Record Date according to their terms and the provisions of Section 306Date. 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 Four4, 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 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 System. For purposes of this Section 12.1, 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.

Right to Require Repurchase. In the event that a Change in Control (as hereinafter defineddefined in Section 14.4) shall occur, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 130214.2, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's SecuritiesSecurities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S. $1,000 or any integral multiple of U.S. $1,000 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 "Holder Repurchase Date") that is 60 30 days after the date of the Company provides the Holder Repurchase Notice pursuant to (as defined in Section 1302 14.3) at a cash purchase price equal to the sum 100% of (i) the principal amount and premium of the Securities being repurchasedto be repurchased plus interest (including Special Interest, (iiif any) accrued and unpaid interest thereon to to, but excluding, the Holder Repurchase Date, (iii) any original issue discount applicable to such security, and (iv) any Additional Amounts which would otherwise be payable Date (the "Repurchase Price"); provided, however, that installments of interest on Securities whose Stated Maturity is on or prior to the Holder 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 Regular relevant Record Date according to their terms and the provisions of Section 3063.7. 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 FourIV, 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 14.2, by delivery of shares of Applicable Stock having a fair market value equal to the Repurchase Price. Whenever in this Indenture (including Sections 2.2, 103 3.1, 5.1(1) and 5.8) there is a reference, in any context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made; provided, however, that for the purposes of Article XIII such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash.

Right to Require Repurchase. In the event that a Fundamental Change in Control (as hereinafter defined) shall occuroccur at any time prior to __________, 2006, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 1302, to require the Company Issuers to repurchase, and upon the exercise of such right the Company Issuers shall repurchase, all of such Holder's Securities, or any portion of the principal amount thereof that is equal to $1,000 U.S.$1,000 principal amount at maturity at their accreted value or any integral multiple of $1,000 in excess thereof, on the date (the "Holder Repurchase DateFUNDAMENTAL CHANGE REDEMPTION DATE") (or if such date is not a Business Day, the next succeeding Business Day) that is 60 45 days after the date of the Company provides Notice (as defined in Section 14.02) at the Holder Repurchase Notice pursuant to Section 1302 at a cash price equal to Fundamental Change Redemption Price set forth in the sum form of (i) Security. The Issuers shall also pay accrued interest, if any, on such Securities to, but excluding, the principal amount and premium of the Securities being repurchased, (ii) accrued and unpaid interest thereon to the Holder Repurchase Fundamental Change Redemption Date, (iii) any original issue discount applicable to such security, and (iv) any Additional Amounts which would otherwise be payable (the "Repurchase Price"); provided, however, that installments of interest on Securities whose Stated Maturity is on or prior to the Holder Repurchase Fundamental Change Redemption 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 Regular Record Date according to their terms and the provisions of Section 3063.07. Such right to require the repurchase of the Securities shall not continue after a discharge of the Company Issuers from its obligations with respect to the Securities in accordance with Article Four4, unless a Fundamental Change in Control shall have occurred prior to such discharge. Whenever in this Indenture (including Sections 2.02, 3.01, 5.01(a) and 5.