Call Option Transaction Sample Contracts
Truist Bank 70th Floor New York, New York 10001 Attn: Equity Syndicate DepartmentCall Option Transaction • March 17th, 2025 • Lci Industries • Motor vehicle parts & accessories • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Truist Bank (“Dealer”) and LCI Industries (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.
DEALER]1 [ADDRESS] [ADDRESS]Call Option Transaction • June 5th, 2025 • Life360, Inc. • Services-computer processing & data preparation
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [DEALER] (“Dealer”) and Life360, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement (as defined below) evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [Dealer] (“Dealer”) and Perficient, Inc. (“Counterparty”) as of the Trade Date specified below (the...Call Option Transaction • November 10th, 2021 • Perficient Inc • Services-computer programming services
This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
Dealer Name] [Dealer Address]Call Option Transaction • November 25th, 2024 • Omnicell, Inc. • Electronic computers • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [_______] (“Dealer”) and Omnicell, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.
ContractCall Option Transaction • May 14th, 2021 • Lci Industries • Motor vehicle parts & accessories
Certain account details on page 17 have been redacted as they are both 1) immaterial and 2) the type of information that the Registrant customarily treats as private and confidential. Redacted information is indicated with [***].
February [12]1[13]2, 2020Call Option Transaction • February 19th, 2020 • I3 Verticals, Inc. • Services-business services, nec
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [Dealer Name] (“Dealer”) and i3 Verticals, LLC (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
Jefferies International Limited Vintners Place London EC4V 3BJ EnglandCall Option Transaction • August 8th, 2014 • Ezcorp Inc • Retail-miscellaneous retail
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Jefferies International Limited (“Dealer”) and EZCORP, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
UBS AG, London Branch c/o UBS Securities LLC New York, NY 10019Call Option Transaction • August 8th, 2014 • Ezcorp Inc • Retail-miscellaneous retail • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between UBS AG, London Branch (“Dealer”) and EZCORP, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
Number of Options: 90,000; provided that the Number of Options shall be automatically increased as of the date of exercise (the "Greenshoe Exercise") by J.P. Morgan Securities Inc. and Citigroup Global Markets Inc. as representatives of the Initial...Call Option Transaction • May 17th, 2007 • Chemed Corp • Services-home health care services • New York
December 5, 2012Call Option Transaction • December 10th, 2012 • Volcano Corp • Electromedical & electrotherapeutic apparatus
The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein are based on terms that are defined in the Prospectus dated September 13, 2010, as supplemented by the Prospectus Supplement dated December 4, 2012 (as so supplemented, the “Prospectus”) relating to the 1.75% Convertible Senior Notes due 2017 (the “Convertible Notes” and each USD 1,000 principal amount of Convertible Notes, a “Convertible Note”) issued by Counterparty in an aggregate initial principal amount of USD 400,000,000 million (as increased by up to an aggregate principal amount of USD 60,000,000 million if and to the extent that the Underwriters (as defined herein) exercise their option to
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Credit Suisse International (“Dealer”), represented by Credit Suisse, New York branch (“Agent”) as...Call Option Transaction • June 10th, 2009 • Exterran Holdings Inc. • Services-equipment rental & leasing, nec • New York
The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein have the meanings assigned to them in the Prospectus dated June 3, 2009, as supplemented by the Prospectus Supplement dated June 4, 2009 (as so supplemented, the “Prospectus”) relating to the USD 325,000,000 principal amount of 4.25% Convertible Senior Notes due 2014 (the “Convertible Notes” and each USD 1,000 principal amount of Convertible Notes, a “Convertible Note”) issued by Counterparty pursuant to the Indenture to be dated as of June 10, 2009 (the “Base Indenture”), as supplemented by a Supplemental Indenture thereto (the “Supplemental Indenture”) to be dated June 10, 2009, between Counterpa
From: Citibank, N.A.Call Option Transaction • February 12th, 2019 • Tabula Rasa HealthCare, Inc. • Services-business services, nec
To: Tabula Rasa HealthCare, Inc. 228 Strawbridge Drive, Suite 100 Moorestown, NJ 08057 Attention: Chief Financial Officer Telephone No.: Facsimile No.: (856) 273-0254 (with such fax to be confirmed by telephone to (888) 974-2763, extension: )
Dealer name and address]Call Option Transaction • July 31st, 2019 • Turning Point Brands, Inc. • Tobacco products
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [___________] (“Dealer”) and Turning Point Brands, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
July 13, 2007Call Option Transaction • August 2nd, 2007 • Newmont Mining Corp /De/ • Gold and silver ores • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“JPMorgan”) and Newmont Mining Corporation (“Counterparty”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for this Transaction.
Citibank, N.A. New York, NY 10013 Equity Derivatives Telephone: (212) 723-7357 Facsimile: (212) 723-8328Call Option Transaction • August 2nd, 2007 • Newmont Mining Corp /De/ • Gold and silver ores • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Citibank, N.A. (“Citibank”) and Newmont Mining Corporation (“Counterparty”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for this Transaction.
CONFIRMATIONCall Option Transaction • August 12th, 2014 • Otto Alexander • Real estate investment trusts • New York
This Confirmation shall supplement, form a part of and be subject to an agreement (the “Agreement”) in the form of the 1992 ISDA Master Agreement (Multicurrency—Cross Border) (the “ISDA Form”), as published by the International Swaps and Derivatives Association, Inc., as if Deutsche and Counterparty had executed the ISDA Form (without any Schedule thereto) on the date hereof. All provisions contained in the Agreement are incorporated into and shall govern this Confirmation except as expressly modified below. This Confirmation evidences a complete and binding agreement between you and us as to the terms of the Transaction and replaces any previous agreement between us with respect to the subject matter hereof. This Confirmation shall be deemed to supplement, form part of and be subject to the Agreement.
June 12, 2013Call Option Transaction • June 18th, 2013 • Allscripts Healthcare Solutions, Inc. • Services-computer integrated systems design • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“Dealer”) and Allscripts Healthcare Solutions, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
JPMorgan Chase Bank, National Association London Branch 25 Bank Street Canary Wharf London E14 5JP EnglandCall Option Transaction • September 12th, 2016 • INPHI Corp • Semiconductors & related devices • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“Dealer”) and Inphi Corporation (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
From: [Dealer] Attention: [__________] Telephone No.: [__________] Email: [__________] To: Alphatec Holdings, Inc.Call Option Transaction • March 7th, 2025 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus • New York
This Confirmation evidences a complete and binding agreement between Dealer and Counterparty as to the terms of the Transaction to which this Confirmation relates. This Confirmation shall be subject to an agreement (the “Agreement”) in the form of the 2002 ISDA Master Agreement as if Dealer and Counterparty had executed an agreement in such form on the date hereof (but without any Schedule except for (i) the election of US Dollars (“USD”) as the Termination Currency, (ii) the election of the laws of the State of New York as the governing law (without reference to choice of law doctrine)[, (iii) the election of an executed guarantee of [___________] (“Guarantor”) dated as of the Trade Date in customary form as a Credit Support Document, (iv) the election of Guarantor as Credit Support Provider in relation to Dealer],6 [iv][(iii)] (A) the election that the “Cross Default” provisions of Section 5(a)(vi) of the Agreement shall apply to Dealer with a “Threshold Amount” of three percent of D
Barclays Bank PLCCall Option Transaction • June 30th, 2015 • CalAmp Corp. • Radio & tv broadcasting & communications equipment • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Barclays Bank PLC (“Dealer”), through its agent Barclays Capital Inc. (“Agent”), and CalAmp Corp. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction. Dealer is not a member of the Securities Investor Protection Corporation (“SIPC”). Dealer is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority.
Barclays Bank PLC Canary Wharf, London E14 4BB England c/o Barclays Capital Inc. as Agent for Barclays Bank PLC New York, NY 10019Call Option Transaction • June 3rd, 2009 • Take Two Interactive Software Inc • Services-prepackaged software • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Barclays Bank PLC (“Dealer”), represented by Barclays Capital Inc. (“Agent”), and Take-Two Interactive Software, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for this Transaction. Dealer is regulated by the Financial Services Authority. Dealer is not a member of the Securities Investor Protection Corporation (“SIPC”).
GOLDMAN, SACHS & CO. | ONE NEW YORK PLAZA | NEW YORK, NEW YORK 10004 |TEL: (212) 902-1000Call Option Transaction • January 18th, 2008 • Legg Mason Inc • Investment advice • New York
The purpose of this letter agreement (this "Confirmation") is to confirm the terms and conditions of the call option transaction entered into between Goldman, Sachs & Co. ("Bank") and Legg Mason, Inc. ("Counterparty") on the Trade Date specified below (the "Transaction"). This letter agreement constitutes a "Confirmation" as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for this Transaction.
DEALER NAME AND ADDRESS]Call Option Transaction • June 16th, 2025 • Cracker Barrel Old Country Store, Inc • Retail-eating places
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [DEALER] (“Dealer”) and Cracker Barrel Old Country Store, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
JPMorgan Chase Bank, National Association London Branch Canary Wharf London E14 5JPCall Option Transaction • April 2nd, 2019 • NIO Inc. • Motor vehicles & passenger car bodies • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“Dealer”) and Counterparty as of the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
JPMorgan Chase Bank, National Association London Branch Canary Wharf London E14 5JP EnglandCall Option Transaction • August 2nd, 2016 • Wright Medical Group N.V. • Orthopedic, prosthetic & surgical appliances & supplies • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“Dealer”) and Wright Medical Group N.V. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements with respect to the Transaction and serve as the final documentation for the Transaction.
Telephone No.: (408) 562-8400 Facsimile No.: (408) 567-1802Call Option Transaction • May 5th, 2008 • Macrovision Solutions CORP • Periodicals: publishing or publishing & printing • New York
The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“JPMorgan”) and Macrovision Corporation (“Counterparty”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for this Transaction.
Insert Dealer Name] [Insert Dealer Address]Call Option Transaction • May 19th, 2025 • Akamai Technologies Inc • Services-business services, nec
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [ ] (“Dealer”) and Akamai Technologies, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
JPMorgan Chase Bank, National Association London Branch Canary Wharf London E14 5JP EnglandCall Option Transaction • February 1st, 2017 • Horizon Global Corp • Motor vehicle parts & accessories • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“Dealer”) and Horizon Global Corporation (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
Dealer Name and Address]Call Option Transaction • March 8th, 2024 • Kosmos Energy Ltd. • Crude petroleum & natural gas
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [Dealer Name] (“Dealer”) and Kosmos Energy Ltd. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
To: Lannett Company, Inc. Philadelphia, PA 19136 Attention: John Kozlowski, Chief Financial Officer Telephone No.: (215) 333-9000 Re: [Base][Additional] Call Option TransactionCall Option Transaction • September 27th, 2019 • Lannett Co Inc • Pharmaceutical preparations • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [ ](“Dealer”), represented by [ ] (“Agent”) as its agent, and Lannett Company, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
Dealer Dealer Address]Call Option Transaction • July 3rd, 2025 • Zscaler, Inc. • Services-computer programming services
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [Dealer] (“Dealer”) and Zscaler, Inc., a Delaware corporation (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
UBS AG, London Branch c/o UBS Securities LLC 299 Park Avenue New York, NY 10171 Attn: Dmitriy Mandel and Paul Stowell Telephone: (212) 821-2100 Facsimile: (212) 821-4610 May 16, 2008 To: TTM Technologies, Inc. 2630 South Harbor Boulevard Santa Ana,...Call Option Transaction • May 22nd, 2008 • TTM Technologies Inc • Printed circuit boards • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between UBS AG, London Branch (“UBS”) represented by UBS Securities LLC (“Agent”) as its agent and TTM Technologies, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for this Transaction.
JPMorgan Chase Bank, National Association P.O. Box 161 60 Victoria Embankment London EC4Y 0JP EnglandCall Option Transaction • February 16th, 2006 • Pier 1 Imports Inc/De • Retail-home furniture, furnishings & equipment stores • New York
The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“JPMorgan”) and Pier 1 Imports, Inc. (“Counterparty”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous letter and serve as the final documentation for this Transaction.
To: Wyndham Worldwide Corporation Parsippany, NY 07054 Attention: Vice President, Treasury Telephone No.: (973) 753-7703 Facsimile No.: (973) 753-6730Call Option Transaction • May 19th, 2009 • Wyndham Worldwide Corp • Hotels & motels
The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein have the meanings assigned to them in the Indenture dated as of November 20, 2008 (the “Base Indenture”), as supplemented by a Second Supplemental Indenture thereto (the “Supplemental Indenture”) to be dated May 19, 2009, between Counterparty and U.S. Bank National Association, as trustee (as so supplemented, the “Indenture”) relating to the USD 200,000,000 principal amount of Convertible Senior Notes due 2012, (the “Convertible Notes” and each USD 1,000 principal amount of Convertible Notes, a “Convertible Note”) issued by Counterparty. In the event of any inconsistency between the terms defined i
EX-10.2 5 dex102.htm PURCHASED CALL OPTION CONFIRMATION EXECUTION COPY JPMorgan Chase Bank, National Association London EC4Y 0JP England November 18, 2005 To: Sonic Automotive, Inc. Charlotte NC 28212 Attention: Greg D. Young Chief Accounting Officer...Call Option Transaction • May 5th, 2020
The definitions and provisions contained in the 1996 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein have the meanings assigned to them in the Prospectus Supplement dated November 18, 2005 to the Prospectus dated August 16, 2002 (as so supplemented, the “Prospectus”) (relating to the USD 150,000,000 principal amount of 4.25% Convertible Senior Subordinated Notes due 2015, (the “Convertible Notes” and each USD 1,000 principal amount of Convertible Notes, a “Convertible Note”) issued by Counterparty pursuant to an Indenture dated as of November 18, 2005, 2005 between Counterparty and U.S. Bank National Association, as trustee, as supplemented (the “Indenture”). In the event of any inconsistency among the te