ELECTION AND NOT HAVING PREVIOUSLY
GIVEN NOTICE OF AN ELECTION TO PAY THE CHANGE OF CONTROL REPURCHASE PRICE WITH
RESPECT TO SUCH REPURCHASE DATE ENTIRELY IN CASH;
(II) THE APPROVAL FOR LISTING OF SUCH SHARES OF COMMON STOCK ON A NATIONAL
SECURITIES EXCHANGE OR THE APPROVAL FOR QUOTATION OF SUCH SHARES OF COMMON STOCK
ON THE NASDAQ AUTOMATED QUOTATION SYSTEM;
(III) INFORMATION NECESSARY TO CALCULATE THE MARKET PRICE BEING PUBLISHED IN A
DAILY NEWSPAPER OF NATIONAL CIRCULATION OR BEING OTHERWISE READILY PUBLICLY
AVAILABLE;
(IV) THE REGISTRATION OF SUCH SHARES OF COMMON STOCK UNDER THE SECURITIES ACT
AND THE EXCHANGE ACT, IN EACH CASE IF REQUIRED;
(V) ANY NECESSARY QUALIFICATION OR REGISTRATION UNDER APPLICABLE STATE
SECURITIES LAWS OR THE AVAILABILITY OF AN EXEMPTION FROM SUCH QUALIFICATION AND
REGISTRATION; AND
(VI) THE RECEIPT BY THE TRUSTEE OF AN OFFICERS' CERTIFICATE AND AN OPINION OF
COUNSEL EACH STATING THAT (A) THE TERMS OF THE ISSUANCE OF THE SHARES OF COMMON
STOCK ARE IN CONFORMITY WITH THIS INDENTURE AND (B) THE SHARES OF COMMON STOCK
TO BE ISSUED BY THE COMPANY IN PAYMENT OF THE CHANGE OF CONTROL REPURCHASE PRICE
IN RESPECT OF SECURITIES HAVE BEEN DULY AUTHORIZED AND, WHEN ISSUED AND
DELIVERED PURSUANT TO THE TERMS OF THIS INDENTURE IN PAYMENT OF THE CHANGE OF
CONTROL REPURCHASE PRICE, WILL BE VALIDLY ISSUED, FULLY PAID AND NONASSESSABLE
AND FREE FROM PREEMPTIVE OR OTHER SIMILAR RIGHTS UNDER THE COMPANY'S CERTIFICATE
OF INCORPORATION AND BY-LAWS AND THE DELAWARE GENERAL CORPORATION LAW OR
OTHERWISE, AND, IN THE CASE OF SUCH OFFICERS' CERTIFICATE, STATING THAT EACH OF
THE CONDITIONS IN CLAUSES (I) THROUGH (V) ABOVE AND THE CONDITIONS SET FORTH IN
THE SECOND SUCCEEDING SENTENCE HAVE BEEN SATISFIED.
SUCH OFFICERS' CERTIFICATE
SHALL ALSO SET FORTH THE NUMBER OF SHARES OF COMMON STOCK TO BE ISSUED FOR EACH
$1,000 PRINCIPAL AMOUNT OF SECURITIES AND THE LAST REPORTED SALE PRICE OF THE
COMMON STOCK ON EACH TRADING DAY DURING THE PERIOD DURING WHICH THE MARKET PRICE
WITH RESPECT TO SUCH CHANGE OF CONTROL REPURCHASE DATE IS TO BE CALCULATED.
IF THE FOREGOING CONDITIONS ARE NOT SATISFIED WITH RESPECT TO A HOLDER OR
HOLDERS PRIOR TO THE CLOSE OF BUSINESS ON THE BUSINESS DAY IMMEDIATELY PRECEDING
THE CHANGE OF CONTROL REPURCHASE DATE, THE COMPANY SHALL PAY THE ENTIRE CHANGE
OF CONTROL REPURCHASE PRICE OF THE SECURITIES OF SUCH HOLDER OR HOLDERS IN CASH.
UPON DETERMINATION OF THE ACTUAL NUMBER OF SHARES OF COMMON STOCK TO BE ISSUED
UPON REPURCHASE OF SECURITIES, THE COMPANY SHALL BE REQUIRED TO DISSEMINATE A
PRESS RELEASE THROUGH DOW JONES & COMPANY, INC. OR BLOOMBERG BUSINESS NEWS
CONTAINING THIS INFORMATION OR PUBLISH THE INFORMATION ON THE COMPANY'S WEB SITE
OR THROUGH SUCH OTHER PUBLIC MEDIUM AS THE COMPANY MAY USE AT THAT TIME.
(F) ALL SHARES OF COMMON STOCK DELIVERED UPON PURCHASE OF THE SECURITIES SHALL
BE NEWLY ISSUED SHARES OR TREASURY SHARES, SHALL BE DULY AUTHORIZED, VALIDLY
ISSUED, FULLY PAID AND NONASSESSABLE, AND SHALL BE FREE FROM PREEMPTIVE RIGHTS
AND FREE OF ANY LIEN OR ADVERSE