REPURCHASES AND REDEMPTION

SECTION 3.01.  Redemption at the Option of the Company; Notices to Trustee.  (a)    Beginning on April 11, 2008 and during the period thereafter to Maturity, the Securities are redeemable as a whole at any time, or in part from time to time, in any integral multiple of $1,000, at the option of the Company for cash at a price (the “Redemption Price”) equal to 100% of the principal amount of Securities to be redeemed, together with accrued but unpaid interest thereon, up to but not including the Redemption Date; provided that if the relevant Redemption Date occurs after the close of business on a Record Date and on or prior to the Interest Payment Date to which that Record Date relates, the full amount of accrued and unpaid interest shall be paid on such Interest Payment Date to the Holder on the relevant Record Date, and the “Redemption Price” shall be equal to 100% of the principal amount of the Securities to be redeemed.  If the Company elects to redeem Securities pursuant to this Section 3.01, it shall notify the Trustee in writing of such election together with the Redemption Date, the current Conversion Rate, the principal amount of Securities to be redeemed and the Redemption Price.  The Company shall give the notice to the Trustee provided for in this Section 3.01 by a Company Order, at least 40 days but not more than 75 days before the Redemption Date (unless a shorter notice shall be satisfactory to the Trustee).

(b)  A Notice of Redemption (as defined below) pursuant to this Section 3.01 shall contain the information required under Section 3.01(c).  If money sufficient to pay the Redemption Price of all Securities (or portions thereof) to be redeemed on a Redemption Date is deposited with the Paying Agent prior to 10:00 a.m., New York City time, on the Redemption Date, on and after such Redemption Date, interest shall cease to accrue on such Securities or portions thereof.  Securities in denominations larger than $1,000 of principal amount may be redeemed in part, but only in integral multiples of $1,000 of principal amount.  The Company shall make at least four quarterly interest payments (including the interest payments on July 11, 2007 and April 11, 2008) in the full amount required by this Indenture before redeeming any Securities pursuant to this Section 3.01.

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(c)  If less than all of the Securities are to be redeemed, unless the procedures of the Depositary provide otherwise, the Trustee shall select the Securities to be redeemed by lot, on a pro rata basis or by another method the Trustee considers fair and appropriate (so long as such method is not prohibited by the rules of any stock exchange or quotation association on which the Securities are then traded or quoted).  The Trustee may select for redemption portions of the principal amount of Securities that have denominations larger than $1,000.  Securities and portions of Securities that the Trustee selects shall be in principal amounts of $1,000 or an integral multiple of $1,000.  Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption.  The Trustee shall notify the Company promptly (but in any case within seven days of the Company Order referred to in Section 3.01(a)) of the Securities or portions of the Securities selected to be redeemed and, in the case of any Securities selected for partial redemption, the method it has chosen for the selection of the Security.

(d)  At least 30 days, but not more than 60 days, before any Redemption Date, the Company shall deliver a notice of redemption (the “Notice of Redemption”) by first-class mail, postage prepaid, to the Trustee and each Holder (and each beneficial owner if required by applicable law) of Securities to be redeemed, in the case of each Holder, at such Holder’s address appearing in the Security Register.  The Notice of Redemption shall identify the Securities to be redeemed and shall state:

(i)  the Redemption Date;

(ii)  the Redemption Price and, to the extent known at the time of such notice, the amount of accrued but unpaid interest payable on the Redemption Date;

(iii)  the current Conversion Rate;

(iv)  the name and address of the Paying Agent and Conversion Agent;

(v)  that Securities called for redemption may be converted at any time before the close of business on the Business Day immediately preceding the Redemption Date;

(vi)  that Securities called for redemption and not converted shall be redeemed on the Redemption Date;

(vii)  that Holders who want to convert Securities must satisfy the requirements set forth in the Securities and Article V;

(viii)  that Securities called for redemption must be surrendered to the Paying Agent (by effecting book entry transfer of the Securities or delivering definitive Securities, together with necessary endorsements, as the case may be) in order to collect the Redemption Price therefor, together with accrued but unpaid interest thereon;

(ix)  if fewer than all the outstanding Securities are to be redeemed, the certificate numbers, if any, and principal amounts of the particular Securities to be redeemed;

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