##### 



Exhibit 10.39
 February 12, 2008  Variable Term Accelerated Share Repurchase Transaction
 
 
  Confirmation Transaction Counterparty CSI Agent
 1.
    
    The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the
Definitions) (as published by the International Swaps and Derivatives Association,
Inc.) are incorporated into this Confirmation. References herein to a Transaction shall be
deemed to be references to a Share Forward Transaction for purposes of the Definitions.
This Confirmation evidences a complete binding agreement between Counterparty and CSI as to
the terms of this Transaction.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), as if, on the Trade Date hereof, CSI and Counterparty had executed that agreement
(but without any Schedule other than the provisions in Section 15 of this Confirmation). In
the event of any inconsistency between the Definitions and the Agreement, the Definitions will
govern. In the event of any inconsistency between this Confirmation, on the one hand, and the
Definitions or the Agreement, on the other hand, this Confirmation will govern.
  General Terms:
 Trade Date:
    
    February 13, 2008Buyer:
    
    Counterparty.
 1




---



##### 



Seller:
    
    CSI.Shares:
    
    The common stock, par value $0.001 of Counterparty (sometimes also referred to as
the Issuer).Price Adjustment Period
Termination Date:
    
    The earlier of:(i) the Scheduled
Termination Date; and(ii) the Scheduled
Trading Day immediately preceding the Accelerated
Termination Date.
 Scheduled Termination
Date:
    
    June 30, 2008; subject to adjustment
as provided in Market Disruption
Event below.Accelerated Termination
Date:
    
    Any Exchange Business Day after May
8, 2008 and prior to the Scheduled
Termination Date that is so
designated by CSI by written notice
to Counterparty of its intention to
terminate the Price Adjustment Period
(it being understood that such notice
may be given on the Accelerated
Termination Date).Price Adjustment Period:
    
    The period commencing on and
including the Trade Date and ending
on and including the Price Adjustment
Period Termination Date.
 Initial Settlement:
 Prepayment:
    
    Applicable.Prepayment Amount:
    
    USD62,000,000Prepayment Date:
    
    The third Clearance System Business
Day after the Trade Date.Initial Deliveries:
    
    CSI shall deliver to Counterparty
7,692,308 Shares on the Prepayment
Date and 3,846,154 Shares on March
31, 2008. CSI shall make each Share
delivery in accordance with Section
9.4 of the Definitions, with each of
the Prepayment Date and March 31,
2008 deemed to be a Settlement Date
for a Physical Settlement purposes of
such Section 9.4 but not be deemed a
Settlement Date for purposes of
 2




---



##### 



the provisions set forth below under the caption Net Share Settlement.Initial Share Price:
    
    The closing price for the Shares on
the Exchange on February 12, 2008.Number of Shares:
    
    The aggregate number of Shares
delivered on the Prepayment Date and
on March 31, 2008.Exchange:
    
    NASDAQ Global Select MarketRelated Exchange(s):
    
    All Exchanges
 Final Settlement:
 Net Share Settlement:
    
    Notwithstanding anything to the
contrary in the Definitions, (i) if
the Average Reference Price is less
than USD5.3733 per Share, CSI shall
deliver to Counterparty the CSI Share
Delivery Amount, and (ii) if (x) the
Average Reference Price is greater
than USD5.3733 per Share and (y)
Counterparty has, at any time not
later than the opening of trading on
the second Scheduled Trading Day
prior to the Scheduled Termination
Date (or, in the case of an
Accelerated Termination Date,
immediately following receipt of
notice from CSI of the designation of
such Accelerated Termination Date),
notified CSI in writing that Net
Share Settlement shall apply,
Counterparty shall deliver to CSI the
Counterparty Share Delivery Amount,
in either case on the Settlement
Date.CSI Share Delivery
Amount:
    
    A number of Shares, rounded down to
the nearest whole Share, equal to (a)
the Prepayment Amount divided by the
Average Reference Price minus (b) the
Number of Shares, providedthat in no
event shall CSI be required to
deliver more than thirty million
Shares (as such number may be
adjusted for stock splits or similar
events).
 3




---



##### 



Counterparty Share
Delivery Amount:
    
    A number of Shares, rounded down to
the nearest whole Share, equal to (a)
the Number of Shares minus (b) the
Prepayment Amount divided by the
Average Reference Price, provided
that if Counterparty delivers
Unregistered Shares, Counterparty
shall deliver a number of Shares,
rounded down to the nearest whole
Share, equal to the product of the
Counterparty Share Delivery Amount
and 1.02; provided further,
notwithstanding anything to the
contrary herein, in no event shall
Counterparty be required to deliver
more than thirty million Shares (as
such number may be adjusted for stock
splits or similar events).Settlement Date:
    
    The third Exchange Business Day
following the Price Adjustment Period
Termination Date.Daily Share Reference
Price:
    
    For each Valuation Date, (a) the
10b-18 volume-weighted average price
per Share on the Exchange on such day
as published on Bloomberg Page
SIMG.Q <Equity> AQR SEC (the
Daily 10b-18 VWAP Price) or any
successor page thereto, or if such
price is not so reported on such
Valuation Date for any reason, as
reasonably determined by the
Calculation Agent, minus (b) the
Daily Reference Price Adjustment
specified in Schedule I.Average Reference Price:
    
    The arithmetic average of the Daily
Share Reference Prices for each
Valuation Date during the Price
Adjustment Period.Valuation Date:
    
    Any Scheduled Trading Day in the
Price Adjustment Period or the Cash
Settlement Pricing Period, as the
case may be, that is not a Valuation
Disruption Day.Valuation Disruption Day:
    
    Any Scheduled Trading Day (i) that is
a Disrupted Day or a day designated
by CSI as a Valuation Disruption Day
pursuant to Section 5.6 or Section 7
hereof; or (ii) on which CSI or its
affiliates (collectively, CS)
reasonably determine that it would be
appropriate, in light of any legal,
regulatory or self-regulatory
requirements or related policies and
procedures (whether or not such
requirements, policies or procedures
are imposed by law or have been
voluntarily adopted by CS), for CS to
refrain from purchasing Shares in
connection with this Transaction or
to purchase fewer than the number of
Shares that it would
 4




---



##### 



otherwise purchase in connection with this Transaction on such day.For each Valuation Disruption Day,
CSI may, by written notice to
Counterparty, extend the Price
Adjustment Period or the Cash
Settlement Pricing Period, as the
case may be, by an additional
Valuation Date; provided however, if
the extension relates to clause (ii)
in the paragraph immediately above,
CSI shall not be required to
communicate to Counterparty the
reason for such extension in the
written notice.If any Scheduled Trading Day is a
Disrupted Day in the Price Adjustment
Period or the Cash Settlement Pricing
Period, as the case may be, the
Calculation Agent may determine
whether (i) such Disrupted Day is a
Disrupted Day in full, in which case
the Daily 10b-18 VWAP Price for such
Disrupted Day may not be included for
purposes of determining the Average
Reference Price or the Cash
Settlement Average Price, as
applicable, or (ii) such Disrupted
Day is a Disrupted Day only in part,
in which case the Daily 10b-18 VWAP
Price for such Disrupted Day may be
determined by the Calculation Agent
based on Rule 10b-18 eligible
transactions in the Shares on such
Disrupted Day effected before the
relevant Market Disruption Event
occurred and/or after the relevant
Market Disruption Event ended, and
the weighting of the Daily 10b-18
VWAP Price for the relevant Scheduled
Trading Days during the Price
Adjustment Period or the Cash
Settlement Pricing Period, as the
case may be, may be adjusted in a
commercially reasonable manner by the
Calculation Agent for purposes of
determining the Average Reference
Price or Cash Settlement Average
Price, as applicable, with such
adjustments based on, among other
factors, the duration of any Market
Disruption Event and the volume,
historical trading patterns and price
of the Shares. Rule 10b-18 eligible
transactions shall mean trades that
are reported during the period of
time during which Counterparty could
purchase the Shares under Rule
10b-18(b)(2) and are effected
pursuant to the conditions of Rule
10b-18(b)(3), each under the Exchange
Act (as defined below).Market Disruption Event:
    
    Section 6.3(a) of the Definitions is
hereby amended by replacing clause
(ii) thereof in its entirety with the
following: (ii) an Exchange
Disruption at any time prior to
 5




---



##### 



the relevant Valuation Time on the relevant Valuation Date,
or and inserting immediately following clause (iii) thereof
the following: ; in each case that the Calculation Agent
determines is material.Cash Settlement:
    
    If the Average Reference Price is
greater than USD5.3733 per Share and
Counterparty has not elected Net Share
Settlement in accordance with provisions
of Net Share Settlement, Cash
Settlement shall apply, in which case
Counterparty shall pay to CSI on the
Cash Settlement Date an amount in cash
equal to the Cash Settlement Amount.Cash Settlement Date:
    
    The Exchange Business Day immediately
following the last day of the Cash
Settlement Pricing Period.Cash Settlement Amount:
    
    The Counterparty Share Delivery Amount
multiplied by the arithmetic average of
the Daily 10b-18 VWAP Prices for each
Valuation Date during the Cash
Settlement Pricing Period (such average,
the Cash Settlement Average Price).Cash Settlement Pricing
Period:
    
    The number of Valuation Dates so
specified by CSI following receipt by
CSI of the notice described in the Cash
Settlement provision hereof, commencing
on the Scheduled Trading Day immediately
following the Price Adjustment Period
Termination Date.Calculation Agent:
    
    CSI.Credit Support Documents:
    
    NoneShare Adjustments:Method of Adjustment:
    
    Calculation Agent AdjustmentExtraordinary Events:New Shares:
    
    In the definition of New Shares in
Section 12.1(i) of the Definitions, the
text in clause (i) shall be deleted in
its entirety and replaced with publicly
quoted, traded or listed on any of the
New York Stock Exchange, the American
Stock Exchange, the NASDAQ Global Select
Market or the NASDAQ Global Market (or
their respective successors).Consequences of
Merger Events:
 6




---



##### 



(a) Share-for-Share:
    
    Modified Calculation Agent Adjustment(b) Share-for-Other:
    
    Cancellation and Payment (Calculation
Agent Determination)(c) Share-for-Combined:
    
    Component AdjustmentDetermining Party:
    
    CSITender Offer:
    
    ApplicableConsequences of Tender Offer:(a) Share-for-Share:
    
    Modified Calculation Agent Adjustment(b) Share-for-Other:
    
    Cancellation and Payment (Calculation
Agent Determination)(c) Share-for-Combined:
    
    Component AdjustmentDetermining Party:
    
    CSINationalization, Insolvency
or Delisting:
    
    Cancellation and Payment (Calculation
Agent Determination); provided thatin
addition to the provisions of Section
12.6(a)(iii) of the Definitions, it
shall also constitute a Delisting if the
Shares are not immediately re-listed,
re-traded or re-quoted on any of the New
York Stock Exchange, the American Stock
Exchange, the NASDAQ Global Market or
the NASDAQ Global Select Market (or
their respective successors); if the
Shares are immediately re-listed,
re-traded or re-quoted on any such
exchange or quotation system, such
exchange or quotation system shall be
deemed to be the Exchange.
  (a) Change-in-Law:
    
    Applicable(b) Insolvency Filing:
    
    Applicable(c) Hedging Disruption:
    
    Applicable(d) Loss of Stock Borrow:
    
    Applicable
 7




---



##### 



Maximum Stock 
Loan Rate:
    
    2%Determining Party:
    
    CSIAdditional Termination Event:
    
    CSI may designate any Scheduled Trading Day
as an Early Termination Date with respect
to the Transaction if at any time prior to
final settlement of this Transaction
Counterparty (i) alters the amount per
share or frequency of its ordinary cash
dividend on the Shares, or (ii) declares
any dividend other than an ordinary cash
dividend on the Shares. In either such
case, this Transaction shall be the sole
Affected Transaction and Counterparty shall
be the sole Affected Party.Non-Reliance/ Agreements and
Acknowledgments Regarding
Hedging Activities/ Additional
Acknowledgments:
    
    Applicable
 3.
    
    Additional Provisions Regarding Share Settlement:3.1
    
    Upon (x) the occurrence or effective designation of an Early Termination Date in respect of
the Transaction or (y) the occurrence of an Extraordinary Event that results in the
cancellation or termination of the Transaction pursuant to Section 12.2, 12.3, 12.6 or 12.9 of
the Definitions (any such event as described in clause (x) or (y) above, an Early Termination
Event) (except, in the case of clause (y), an Extraordinary Event that is a Nationalization,
Insolvency, a Merger Event or a Tender Offer, in each case, in which the consideration or
proceeds to be paid to holders of Shares consists solely of cash), if one party would owe any
amount to the other party pursuant to Section 6(d)(ii) of the Agreement or any Cancellation
Amount pursuant to Section 12.2, 12.3, 12.6 or 12.9 of the Definitions (any such amount, a
Payment Amount), then on the date on which any Payment Amount is due, in lieu of any payment
or delivery of such Payment Amount, Counterparty may elect, by prior written notice to CSI,
that the party owing such amount shall deliver to the other party a number of Shares (or, in
the case of a Merger Event, Tender Offer, Nationalization or Insolvency, a number of units,
each comprising the number or amount of the securities or property that a hypothetical holder
of one Share would receive in such Extraordinary Event (each such unit, an Alternative
Termination Delivery Unit and, the securities or property comprising such unit, Alternative
Termination Property)) with a value equal to the Payment Amount based on the market value of
the Shares (or such Alternative Termination Property) as of the Early Termination Date or the
date as of which the Cancellation Amount is determined, as the case may be, as determined by
the Calculation Agent; providedthat in determining the composition of any Alternative
Termination Delivery Unit, if the relevant Extraordinary Event involves a choice of
consideration to be received by holders, such holder shall be deemed to have elected to
receive the maximum possible amount of cash.
 8




---



##### 



3.2
    
    Notwithstanding anything to the contrary in this Confirmation, Counterparty acknowledges and
agrees that, on any day, to the extent (but only to the extent) that transactions in Shares
(or any other class of voting securities of Counterparty) would result in the ultimate parent
entity of CSI directly or indirectly beneficially owning (as such term is defined for
purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the
Exchange Act)) at any time on such day in excess of 9.0 % of the outstanding Shares
or any other class of voting securities of Counterparty, (a) CSI shall not be obligated to
deliver or receive any Shares to or from Counterparty, (b) Counterparty shall not be entitled
to receive any Shares from CSI on such day, and (c) any purported receipt or delivery of
Shares shall be void and have no effect.If, on any day, any delivery or receipt of Shares by CSI is not made, in whole or in part, as
a result of this provision, the respective obligations of Counterparty and CSI to make or
accept such receipt or delivery shall not be extinguished and such receipt or delivery shall
be effected over time as promptly as practicable after CSI determines, in a commercially
reasonable manner, that such receipt or delivery would not result in its ultimate parent
entity directly or indirectly beneficially owning in excess of 9.0% of the outstanding Shares
or any other class of voting securities of Counterparty.3.3
    
    Notwithstanding Section 9.11 of the Definitions, but subject to the last paragraph of this
Section 3.3, the parties acknowledge that Shares delivered as part of Counterparty Share
Delivery Amount or pursuant to this Section 3 may be Unregistered Shares. For the purposes
hereof, Unregistered Shares means Shares that have not been registered pursuant to
an effective registration statement under the Securities Act of 1933, as amended (the
Securities Act) or any state securities laws (Blue Sky Laws) or Shares
that cannot otherwise be freely sold, transferred, pledged or otherwise disposed of without
registration under the Securities Act or under applicable Blue Sky Laws unless such sale,
transfer, pledge or other disposition is made in a transaction exempt from or not subject to
registration thereunder.Upon request by CS, Counterparty agrees to promptly remove, or cause to be removed, any
legends referring to any transfer restrictions from such Unregistered Shares upon delivery by
CS to Counterparty of a sellers representation letter in the form customarily delivered by CS
in connection with resales of restricted securities pursuant to Rule 144 under the Securities
Act, each without any further requirement for the delivery of any certificate, consent,
agreement, opinion of counsel, notice or any other document, any transfer tax stamps or
payment of any other amount or any other action by CS, provided that CS has satisfied the
holding period and other requirements of Rule 144.Notwithstanding anything to the contrary in this Confirmation, at the election of CS by notice
to Counterparty no later than two Exchange Business Days prior to the Scheduled Termination
Date (or in the case of an Accelerated Termination Date, no later than the time of designation
thereof), any delivery of Shares by Counterparty as part of the Counterparty Share Delivery
Amount or pursuant to this Section 3 shall comply with the terms of Annex A hereof.
 9




---



##### 



4.
    
    Additional Agreements of the Parties:4.1
    
    For the avoidance of doubt, the last sentence of the first paragraph of 6(e) of the Agreement
shall not apply with respect to this Transaction.4.2
    
    CSI agrees that in the event of the bankruptcy of Counterparty, CSI shall not have rights or
assert a claim that is senior in priority to the rights and claims available to the
shareholders of the common stock of Counterparty; provided, however,that nothing herein shall
limit or shall be deemed to limit CSIs right to pursue remedies in the event of a breach by
Counterparty of its obligations and agreements with respect to this Transaction; and provided
furtherthat in pursuing a claim against Counterparty in the event of a bankruptcy, insolvency
or dissolution with respect to Counterparty, CSIs rights hereunder shall rank on a parity
with the rights of a holder of Shares enforcing similar rights under a contract involving
Shares.4.3
    
    The parties acknowledge that this Transaction is not secured by any collateral that would
otherwise secure the obligations of Counterparty hereunder.4.4
    
    The parties agree and acknowledge that CSI is a financial institution, swap participant
and/or financial participant within the meaning of Sections 101(22), 101(53C) and 101(22A)
of Title 11 of the Bankruptcy Code (Title 11 of the United States Code) (the Bankruptcy
Code). The parties hereto further agree and acknowledge (A) that this Confirmation is (i) a
securities contract, as such term is defined in Section 741(7) of the Bankruptcy Code, with
respect to which each payment and delivery hereunder is a settlement payment, as such term
is defined in Section 741(8) of the Bankruptcy Code, and (ii) a swap agreement, as such term
is defined in Section 101(53B) of the Bankruptcy Code, with respect to which each payment and
delivery hereunder is a transfer, as such term is defined in Section 101(54) of the
Bankruptcy Code, and (B) that CSI is entitled to the protections afforded by, among other
sections, Sections 362(b)(6), 362(b)(17), 546(e), 546(g), 555 and 560 of the Bankruptcy Code.5.
    
    Share Purchases:5.1
    
    Any purchases or sales of Shares by CS will be conducted independently of Counterparty. The
timing of any CS purchases or sales of Shares, the number of Shares thus purchased or sold on
any day, the price paid or received per Share for any CS purchases or sales of Shares and the
manner in which any CS purchases or sales of Shares are made, including without limitation
whether such CS purchases or sales are made on any securities exchange or privately, shall be
within the sole discretion of CS.5.2
    
    CS shall effect purchases of Shares in connection with this Transaction in a manner that
would, if CS were Counterparty or an affiliated purchaser (as such term is defined under
Rule 10b-18 (Rule 10b-18) under the Exchange Act) of Counterparty, be subject to the
safe harbor provided by Rule 10b-18(b), it being understood that the foregoing restriction
shall not apply to purchases of shares of Common Stock by CS for its own account in
 10




---



##### 



5.3
    
    From the date hereof to the Price Adjustment Period Termination Date and on any day during
the Cash Settlement Pricing Period, Counterparty will effect all of its purchase transactions
in Shares through Credit Suisse Securities (USA) LLC.5.4
    
    Upon request by CSI, Counterparty shall, at least one day prior to the first day of the Price
Adjustment Period, notify CSI of the total number of Shares purchased in Rule 10b-18 purchases
of blocks pursuant to the once-a-week block exception contained in Rule 10b-18(b)(4) by or for
Counterparty or any of its affiliated purchasers during each of the four calendar weeks
preceding the first day of the Price Adjustment Period and during the calendar week in which
the first day of the Price Adjustment Period occurs (Rule 10b-18 purchase, blocks and
affiliated purchaser each being used as defined in Rule 10b-18).5.5
    
    Neither Counterparty nor any of its affiliates shall take any action that would cause any CS
purchases of Shares in connection with this Transaction not to meet the requirements of the
safe harbor provided by Rule 10b-18 under the Exchange Act if such purchases were made by
Counterparty.5.6
    
    Notwithstanding anything to the contrary herein or in the Definitions, to the extent that an
Announcement Date for a potential Merger Transaction occurs during the Price Adjustment
Period, or has occurred prior to the Trade Date and such Merger Transaction has not yet closed
as of the Trade Date:
 (a)
    
    Promptly after request from CSI, Counterparty shall provide CSI with written notice
specifying (i) Counterpartys average daily Rule 10b-18 purchases (as defined in Rule
10b-18) during the three full calendar months immediately preceding the Announcement Date
that were not effected through CS, and (ii) the number of Shares purchased pursuant to
the proviso in Rule 10b-18(b)(4) for the three full months preceding the Announcement
Date. Such written notice shall be deemed to be a certification by Counterparty to CSI
that such information is true and correct. Counterparty understands that CSI will use
this information in calculating the trading volume for purposes of Rule 10b-18; and(b)
    
    CSI may in its good faith sole discretion, if it determines the resulting reduction
in permissible volume of Rule 10b-18 purchases to be material, designate one or more
Scheduled Trading Days in the period from and including the public announcement thereof
to and including the earlier of the completion of such transaction or the completion of
the vote by target shareholders to be Disrupted Days and extend the Price Adjustment
Period by the number of Disrupted Days so designated.
 Merger Transaction
 11




---



##### 



6.
    
    Indemnification and Contribution:6.1
    
    Indemnification by Counterparty:Counterparty agrees to indemnify and hold harmless CSI, its affiliates, their respective
directors, officers, employees, agents, advisors, brokers and representatives and each person
who controls CSI or its affiliates within the meaning of either the Securities Act or the
Exchange Act against, and Counterparty agrees that no indemnified party shall have any
liability to Counterparty or any of its affiliates, officers, directors, or employees for, any
losses, claims, damages, liabilities (whether direct or indirect, in contract, tort or
otherwise) or expenses, joint or several, to which any indemnified party may become subject
under the Securities Act, the Exchange Act or other federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities
or expenses (or actions, claims, investigations or proceedings in respect thereof, whether
commenced or threatened) (i) arise out of or relate to (A) actions or failures to act by
Counterparty or (B) actions or failures to act by an indemnified party with the consent of,
upon the direction of, or with the knowledge of Counterparty or (ii) otherwise arise out of or
relate to the Transaction or any related transactions. Counterparty will not be liable under
this Section 6.1 to the extent that any loss, claim, damage, liability or expense is found in
a final and nonappealable judgment by a court to have resulted primarily from the gross
negligence or willful misconduct of CSI. Counterparty agrees to reimburse promptly each such
indemnified party for any legal or other expenses reasonably incurred by them in connection
with investigating or defending any such loss, claim, damages, liability, expense or action
for which Counterparty may be obligated to indemnify CSI. In no event will Counterparty be
obligated to indemnify CSI for any settlement effected without the prior written consent of
Counterparty. This indemnity agreement will be in addition to any liability which
Counterparty may otherwise have.6.2
    
    Contribution:If the indemnification provided for above is unavailable to any
indemnified party in respect of any losses, claims, damages,
liabilities or expenses referred to herein, then Counterparty, in lieu
of indemnifying such indemnified party, shall contribute to the amount
paid or payable by such indemnified party as a result of such losses,
claims, damages, liabilities or expenses, in such proportion as is
appropriate to reflect not only the relative fault of Counterparty on
the one hand and of CSI on the other in connection with the statements
or omissions which resulted in such losses, claims, damages, expenses
or liabilities, but also any other relevant equitable considerations.
The relative fault of Counterparty on the one hand and CSI on the
other shall be determined by reference to, among other considerations,
whether the misstatement or alleged misstatement of a material fact or
the omission or alleged omission to state a material fact relates to
information supplied by Counterparty or by CSI and the parties
relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The amount paid or
payable by a party as a result of the losses, claims, damages,
liabilities and expenses referred to above shall be deemed to include
any legal or other fees or expenses reasonably incurred by such party
in connection with investigating or defending any action or claim.
The parties agree that it
 12




---



##### 



7.
    
    Distribution Event:Counterparty represents that it is not engaged as of the Trade Date in a distribution, as such
term is used in Regulation M under the Exchange Act (a Distribution). If on any day
prior to the second Scheduled Trading Day immediately following the last day of the later of
the Price Adjustment Period or the Cash Settlement Pricing Period, as the case may be,
Counterparty or any of its affiliates or agents makes a Distribution of Shares or any security
for which the Shares are a reference security (as defined in Regulation M) that would, in the
view of CSI, preclude Counterparty from purchasing Shares or cause any such purchases to
violate any law, rule or regulation, Counterparty shall provide to CSI at least one Scheduled
Trading Days notice of such Distribution and use reasonable efforts to cause such
Distribution to be completed or otherwise terminated as soon as reasonably practicable given
the circumstances of the Distribution. CSI may, in its good faith sole discretion, designate
such day a Disrupted Day and, in connection with such designation, extend the Price Adjustment
Period or the Cash Settlement Pricing Period, as applicable, by one Valuation Day for each day
that such Distribution continues.8.
    
    Additional Representations and Warranties of Counterparty:Counterparty hereby represents and warrants to CSI that:(a)
    
    It has entered into this Transaction
 (i)
    
    in connection with a duly authorized Share repurchase program publicly
announced on February 8, 2007; and(ii)
    
    solely for the purposes stated in such public disclosures.
 (b)
    
    As of the Trade Date and the date, if any, as of which Counterparty elects that Net Share
Settlement shall apply, it has complied with all applicable law, rules and regulations in
connection with disclosure of all material information with respect to its business,
operations or condition (financial or otherwise), and has filed such disclosure as required.(c)
    
    As of the Trade Date and the date, if any, as of which Counterparty elects that Net Share
Settlement shall apply, all reports and other documents filed by Counterparty with the
Securities and Exchange Commission pursuant to the Exchange Act, when considered as a whole
(with the more recent such reports and documents deemed to amend inconsistent statements
contained in any earlier such reports and documents), do not contain any untrue statement of a
material fact or any omission of a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances in which they
 13




---



##### 



(d)
    
    Any purchases made by CS during the Price Adjustment Period or the Cash Settlement Pricing
Period will be made by CS as principal (and not as an agent of Counterparty) and will be
proprietary in nature and not for the benefit or pursuant to the direction of Counterparty.
Without limiting the generality of the foregoing, during the Price Adjustment Period and the
Cash Settlement Pricing Period, the parties agree that they will not communicate in any way
regarding CSs purchases. The parties further agree that during the Price Adjustment Period
and the Cash Settlement Pricing Period, Counterparty and its agents or representatives shall
not have, and shall not attempt to exert, any influence over how, when or whether CS effects
purchases of Shares. The parties intend that this Confirmation shall constitute a binding
contract satisfying the requirements of Rule 10b-5(1)(C) under the Exchange Act. Counterparty
is entering into this Transaction in good faith and not as part of a plan or scheme to evade
compliance with the federal securities laws, including, without limitation, Rule 10b-5 under
the Exchange Act. Counterparty has not entered into or altered any hedging transaction
relating to the Shares corresponding to or offsetting the Transaction. Counterparty
represents and warrants that it has consulted with its own advisors as to the legal aspects of
its adoption and implementation of this Confirmation under Rule 10b5-1. Counterparty
acknowledges and agrees that any modification, waiver or termination of this Confirmation must
be effected in accordance with the requirements for the amendment or termination of a plan
under Rule 10b5-1(c).(e)
    
    Counterparty is, and shall be as of the date of any payment or delivery by Counterparty
hereunder, solvent and able to pay its debts as they come due, with assets having a fair value
greater than liabilities and with capital sufficient to carry on the businesses in which it
engages.(f)
    
    Counterparty is not currently prohibited by law, contract or otherwise from purchasing Shares
in a number equal to the Number of Shares during the term of this Transaction.9.
    
    Additional Covenants of Counterparty:Counterparty shall not at any time prior to the termination of this Transaction communicate,
directly or indirectly, any material nonpublic information concerning itself or the Shares or
purchases or sales of Shares by CS to any Relevant CSI Personnel. For purposes hereof,
Relevant CSI Personnel means any employee of CS, except employees that CSI has
notified Counterparty in writing are not Relevant CSI Personnel.10.
    
    U.S. Private Placement Representations:As this Transaction constitutes, or may constitute, the sale by CSI to Counterparty of a
security or securities (as defined in the Securities Act), in addition to the representations
contained in Section 3 of the Agreement, Counterparty hereby represents to CSI, in accordance
with Section 3 of the Agreement, as follows:
 14




---



##### 



(a)          Counterparty is acquiring such securities for its own account as principal, for investment
purposes only, and not with a view to, or for, resale, distribution or fractionalisation
thereof, in whole or in part, and no other person has a direct or indirect beneficial interest
in any such securities acquired by Counterparty;(b)          Counterparty represents and warrants that it qualifies as an eligible contract
participant as that term is defined in the U.S. Commodity Exchange Act, as amended, and is a
qualified investor as that term is defined in the Exchange Act;(c)          Counterparty represents and warrants that it is not an investment company as that term
is defined in the Investment Company Act of 1940, as amended;(d)          Counterparty understands that the offer and sale by CSI of such securities are intended to
be exempt from registration under the Securities Act, by virtue of Section 4(2) thereof. In
furtherance thereof, Counterparty represents and warrants that (i) it has the financial
ability to bear the economic risk of its investment and has adequate means of providing for
its current needs and other contingencies, (ii) it is experienced in investing in options and
similar instruments and has determined that such securities are a suitable investment for it,
(iii) it is an institution that qualifies as an accredited investor as that term is defined
in Regulation D under the Securities Act; and(e)          Counterparty has been given the opportunity to ask questions of, and receive answers from,
CSI concerning the terms and conditions of such securities and concerning the financial
condition and business operations of CSI and has been given the opportunity to obtain such
additional information necessary in order for Counterparty to evaluate the merits and risks of
purchase of such securities to the extent CSI possesses such information or can acquire it
without unreasonable effort or expense.Counterparty hereby acknowledges that it understands and agrees that disposition of any such
securities is restricted under the Agreement, the Securities Act and state securities laws.
For example, such Securities have not been registered under the Securities Act or under the
securities laws of certain states and, therefore, cannot be resold, pledged, assigned or
otherwise disposed of unless they have been registered under the Securities Act and under the
applicable laws of such states or an exemption from such registration is available.
 11.
    
    Transfer:Notwithstanding anything to the contrary in the Agreement, CSI may assign or transfer its
rights or obligations under this Transaction, in whole or in part, to any of its affiliates
without the prior written consent of Counterparty, provided thatthe senior unsecured debt
rating (Credit Rating) of such affiliate (or any guarantor of its obligations under
the transferred Transaction) is equal to or greater than the Credit Rating of CSI, as
specified by S&P or Moodys, at the time of such assignment or transfer.12.
    
    Account Details:
 15




---



##### 



Payments to CSI:
    
    To be advisedPayments to Counterparty:
    
    To be advised
 13.
    
    Governing Law; Waiver of Jury Trial:13.1
    
    The Agreement and this Confirmation, and all disputes arising out of or in connection with
the Agreement and this Confirmation or the subject matter hereof, will be governed by and
construed in accordance with the laws of the State of New York without reference to choice of
law doctrine and each party hereby submits to the non-exclusive jurisdiction of the Courts of
the State of New York or the U.S. federal courts in each case located in the Borough of
Manhattan in New York City.13.2
    
    CSI and Counterparty hereby irrevocably waive any and all right to trial by jury in any legal
proceeding arising out of or related to the Agreement, this Confirmation or the Transaction
contemplated hereby.14.
    
    Tax Disclosure:Notwithstanding any provision in this Confirmation, in connection with Section 1.6011-4 of the
Treasury Regulations, the parties hereby agree that each party (and each employee,
representative, or other agent of such party) may disclose to any and all persons, without
limitation of any kind, the U.S. tax treatment and U.S. tax structure of the Transaction and
all materials of any kind (including opinions or other tax analyses) that are provided to such
party relating to such U.S. tax treatment and U.S. tax structure, other than any information
for which nondisclosure is reasonably necessary in order to comply with applicable securities
laws.15.
    
    Additional Elections:
 (a)
    
    The Termination Currency shall be U.S. dollars.(b)
    
    For purposes of Section 6(e) of the Agreement, Second Method and Loss shall
apply.(c)
    
    The Cross-Default provisions of Section 5(a)(vi) of the Agreement shall apply
to CSI and Counterparty. Specified Entity for purposes of Section 5(a)(vi) of the
Agreement shall mean all Significant Affiliates (as defined in Regulation S-X under the
Exchange Act). The Threshold Amount shall be $50,000,000 with respect to
Counterparty and shall be $200,000,000 with respect to CSI.(d)
    
    The Credit Event Upon Merger provisions of Section 5(b)(iv) of the ISDA
Master Agreement shall apply to CSI and Counterparty.(e)
    
    The Automatic Early Termination provision of Section 6(a) of the ISDA Master
Agreement shall not apply to CSI and will not apply to Counterparty.
 16




---



##### 



16.
    
    Role of Agent:Credit Suisse, New York branch, in its capacity as Agent will be responsible for (A) effecting
this Transaction, (B) issuing all required confirmations and statements to CSI and
Counterparty, (C) maintaining books and records relating to this Transaction in accordance
with its standard practices and procedures and in accordance with applicable law and (D)
unless otherwise requested by Counterparty, receiving, delivering, and safeguarding
Counterpartys funds and any securities in connection with this Transaction, in accordance
with its standard practices and procedures and in accordance with applicable law.
 (a)
    
    Agent is acting in connection with this Transaction solely in its capacity as
Agent for CSI and Counterparty pursuant to instructions from CSI and Counterparty.
Agent shall have no responsibility or personal liability to CSI or Counterparty arising
from any failure by CSI or Counterparty to pay or perform any obligations hereunder, or
to monitor or enforce compliance by CSI or Counterparty with any obligation hereunder,
including, without limitation, any obligations to maintain collateral. Each of CSI and
Counterparty agrees to proceed solely against the other to collect or recover any
securities or monies owing to it in connection with or as a result of this Transaction.
Agent shall otherwise have no liability in respect of this Transaction, except for its
gross negligence or willful misconduct in performing its duties as Agent.(b)
    
    Any and all notices, demands, or communications of any kind relating to this
Transaction between CSI and Counterparty shall be transmitted exclusively through Agent
at the following address:Credit Suisse, New York branch
Eleven Madison Avenue
New York, NY 10010-3629For payments and deliveries:
Facsimile No.: (212) 325 8175
Telephone No.: (212) 325 8678 / (212) 325 3213For all other communications:
Facsimile No.: (212) 325 8173
Telephone No.: (212) 325 8676 / (212) 538 5306 / (212) 538 1193 / (212) 538 6886(c)
    
    The date and time of the Transaction evidenced hereby will be furnished by the
Agent to CSI and Counterparty upon written request.(d)
    
    The Agent will furnish to Counterparty upon written request a statement as to
the source and amount of any remuneration received or to be received by the Agent in
connection with the Transaction evidenced hereby.(e)
    
    CSI and Counterparty each represents and agrees (A) that this Transaction is
not unsuitable for it in the light of such partys financial situation, investment
objectives and needs and (B) that it is entering into this Transaction in reliance
 17




---



##### 



upon such tax, accounting, regulatory, legal and financial advice as it deems
necessary and not upon any view expressed by the other or the Agent.(f)
    
    CSI is regulated by The Securities and Futures Authority and has entered into
this Transaction as principal. The time at which this Transaction was executed will be
notified to Counterparty (through the Agent) on request.
 18




---



##### 



Yours sincerely,CREDIT SUISSE INTERNATIONALBy:
    
    /s/ Timothy
BockName:
    
    Timothy BockTitle:
    
    Managing DirectorBy:
    
    /s/ James J. JaxonName:
    
    James J. JaxonTitle:
    
    DirectorCREDIT SUISSE, NEW YORK BRANCH, ASAGENT FOR CREDIT SUISSE INTERNATIONALBy:
    
    Yolanda Perez-WilsonName:
    
    Yolanda Perez-WilsonTitle:
    
    Assistant Vice President
Complex Product SupportBy:
    
    /s/ Melissa GarciaName:
    
    Melissa GarciaTitle:
    
    Assistant Vice President
Derivatives Support and Control
   /s/
Hal Covert
 19




---



##### 



SCHEDULE I
 Daily Reference Price Adjustment:
    
    USD 0.045 per Share




---



##### 



ANNEX A
 Share Delivery Conditions
  Settlement Price
 Offered Shares Final Resale Date Net Proceeds
 Shortfall Deficiency Determination Date Makewhole Notice Date Additional Shares provided




---



##### 



Registration Statement Registration Date Prospectus




---



##### 



Underwriting Agreement
 Exempt Offering Private
Placement Agreement