Common use of Date and Denomination of Notes; Payments of Interest Clause in Contracts

Date and Denomination of Notes; Payments of Interest. The Notes shall be issuable in registered form without coupons in minimum denominations of $1,000 principal amount and in integral multiples of $1,000 in excess thereof. Each Note shall be dated the date of its authentication and shall bear Interest from the date specified on the face of the form of Note attached as Exhibit A hereto. Interest on the Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the Close of Business on any Record Date with respect to any Interest Payment Date shall be entitled to receive the Interest payable on such Interest Payment Date. Notwithstanding the foregoing, any Note or portion thereof surrendered for exchange during the period from the Close of Business on the Record Date for any Interest Payment Date to the Close of Business on the applicable Interest Payment Date must be accompanied by payment, in immediately available funds or other funds acceptable to the Issuer, of an amount equal to the Interest otherwise payable on such Interest Payment Date on the principal amount being exchanged; provided, however, that no such payment need be made (1) if a Holder exchanges its Notes as permitted by Section 13.01(a)(iii) and the Issuer has specified a Redemption Date that is after a Record Date and on or prior to the Business Day immediately succeeding such Interest Payment Date, (2) if a Holder exchanges its Notes in connection with a Designated Event and the Issuer has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to such Interest Payment Date, (3) with respect to any exchange on or following the Record Date immediately preceding the Maturity Date, or (4) to the extent of any overdue Interest, if any overdue Interest exists at the time of exchange with respect to such Note. Interest on any Global Note shall be paid by wire transfer of immediately available funds to the account of the Depositary or its nominee. Payment of the principal of Notes not represented by a Global Note shall be made at the office or agency designated by the Issuer for such purpose. Interest on Notes not represented by a Global Note shall be paid (i) to Holders having an aggregate principal amount of $5,000,000 or less, by check mailed to the Holders of these Notes and (ii) to Holders having an aggregate principal amount of more than $5,000,000, either by check mailed to each Holder or, upon application by a Holder to the Registrar not later than the relevant Record Date, by wire transfer in immediately available funds to that Holder’s account within the United States, which application shall remain in effect until the Holder notifies, in writing, the Registrar to the contrary.

Date and Denomination of Notes; Payments of Interest. The Notes shall be issuable in registered form without coupons in minimum denominations of $1,000 principal amount and in integral multiples of $1,000 in excess thereof. Each Note shall be dated the date of its authentication and shall bear Interest interest from the date specified on the face of the form of Note attached as Exhibit A hereto. Interest on the Notes shall be computed on the basis of a 360-day year consisting comprised of twelve 30-day months. The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the Close close of Business business on any the Regular Record Date with respect to any an Interest Payment Date shall be entitled to receive the Interest payable on such Interest Payment Date, except that the Interest payable upon redemption or repurchase will be payable to the Person to whom principal is payable pursuant to such redemption or repurchase (unless the Redemption Date or the Repurchase Date, as the case may be, is an Interest Payment Date, in which case the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Notes registered as such on the applicable Regular Record Date). Notwithstanding the foregoing, if any Note (or portion thereof surrendered for exchange thereof) is converted into Common Stock during the period from the Close of Business on the after a Regular Record Date for any to, but excluding, the next succeeding Interest Payment Date and such Note (or portion thereof) has been called or tendered for redemption on a Redemption Date which occurs during such period, the Company shall not be required to the Close of Business on the applicable pay Interest Payment Date must be accompanied by payment, in immediately available funds or other funds acceptable to the Issuer, of an amount equal to the Interest otherwise payable on such Interest Payment Date in respect of any such Note (or portion thereof), except as provided in Section 15.02. Interest shall be payable at the office of the Company maintained by the Company for such purposes in the Borough of Manhattan, City of New York, which shall initially be an office or agency of the Trustee. The Company shall pay Interest (i) on any Notes in certificated form by check mailed to the principal amount being exchanged; provided, however, that no such payment need be made address of the Person entitled thereto as it appears in the Note Register (1) if a Holder exchanges its Notes as permitted by Section 13.01(a)(iii) and or upon written notice received from the Issuer has specified a Redemption Date that is after a Record Date and on or registered holder thereof prior to the Business Day immediately succeeding such Interest Payment relevant Regular Record Date, (2by wire transfer in immediately available funds, if such Person is entitled to Interest on Notes with an aggregate principal amount in excess of $10,000,000) if a Holder exchanges its Notes in connection with a Designated Event and the Issuer has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to such Interest Payment Date, (3) with respect to any exchange on or following the Record Date immediately preceding the Maturity Date, or (4ii) to the extent of any overdue Interest, if any overdue Interest exists at the time of exchange with respect to such Note. Interest on any Global Note shall be paid by wire transfer of immediately available funds to the account of the Depositary or its nominee. Payment of the principal of Notes not represented by a Global Note shall be made at the office or agency designated by the Issuer for such purpose. Any Interest on Notes any Note which is payable, but is not represented punctually paid or duly provided for, on any May 1 or November 1 (herein called "Defaulted Interest") shall forthwith cease to be payable to the Noteholder on the relevant Regular Record Date by a Global Note virtue of his having been such Noteholder, and such Defaulted Interest shall be paid by the Company, at its election in each case, as provided in clause (i1) to Holders having an aggregate principal amount of $5,000,000 or less, by check mailed to the Holders of these Notes and (ii2) to Holders having an aggregate principal amount of more than $5,000,000, either by check mailed to each Holder or, upon application by a Holder to the Registrar not later than the relevant Record Date, by wire transfer in immediately available funds to that Holder’s account within the United States, which application shall remain in effect until the Holder notifies, in writing, the Registrar to the contrary.below:

Date and Denomination of Notes; Payments of Interest. The Notes shall be issuable in registered form without coupons in minimum denominations of $1,000 principal amount and in integral multiples of $1,000 in excess thereof. Each Note shall be dated the date of its authentication and shall bear Interest interest from the date specified on the face of the form of Note attached as Exhibit A hereto. Interest on the Notes shall be computed on the basis of a 360-day year consisting comprised of twelve 30-day months. The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the Close close of Business business on any the Regular Record Date with respect to any an Interest Payment Date shall be entitled to receive the Interest payable on such Interest Payment Date, except that the Interest payable upon redemption or repurchase will be payable to the Person to whom principal is payable pursuant to such redemption or repurchase (unless the Redemption Date or the Repurchase Date, as the case may be, is an Interest Payment Date, in which case the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Notes registered as such on the applicable Regular Record Date). Notwithstanding the foregoing, if any Note (or portion thereof surrendered for exchange thereof) is converted into Common Stock during the period from the Close of Business on the after a Regular Record Date for any to, but excluding, the next succeeding Interest Payment Date and such Note (or portion thereof) has been called or tendered for redemption on a Redemption Date which occurs during such period, the Company shall not be required to the Close of Business on the applicable Interest Payment Date must be accompanied by payment, in immediately available funds or other funds acceptable to the Issuer, of an amount equal to the Interest otherwise payable pay interest on such Interest Payment Date in respect of any such Note (or portion thereof), except as provided in Section 15.02(d). Interest shall be payable at the office of the Company maintained by the Company for such purposes in the Borough of Manhattan, City of New York, which shall initially be an office or agency of the Trustee. The Company shall pay Interest (i) on any Notes in certificated form by check mailed to the address of the Person entitled thereto as it appears in the Note Register (or upon written notice from the registered holder thereof, by wire transfer in immediately available funds, if such Person is entitled to Interest on Notes with an aggregate principal amount being exchanged; provided, however, that no such payment need be made (1in excess of $2,000,000) if a Holder exchanges its Notes as permitted by Section 13.01(a)(iii) and the Issuer has specified a Redemption Date that is after a Record Date and on or prior to the Business Day immediately succeeding such Interest Payment Date, (2) if a Holder exchanges its Notes in connection with a Designated Event and the Issuer has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to such Interest Payment Date, (3) with respect to any exchange on or following the Record Date immediately preceding the Maturity Date, or (4ii) to the extent of any overdue Interest, if any overdue Interest exists at the time of exchange with respect to such Note. Interest on any Global Note shall be paid by wire transfer of immediately available funds to the account of the Depositary or its nominee. Payment of the principal of Notes not represented by a Global Note shall be made at the office or agency designated by the Issuer for such purpose. Any Interest on Notes any Note which is payable, but is not represented punctually paid or duly provided for, on any August 15 or February 15 (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Noteholder on the relevant Regular Record Date by a Global Note virtue of his having been such Noteholder, and such Defaulted Interest shall be paid by the Company, at its election in each case, as provided in clause (i1) to Holders having an aggregate principal amount of $5,000,000 or less, by check mailed to the Holders of these Notes and (ii2) to Holders having an aggregate principal amount of more than $5,000,000, either by check mailed to each Holder or, upon application by a Holder to the Registrar not later than the relevant Record Date, by wire transfer in immediately available funds to that Holder’s account within the United States, which application shall remain in effect until the Holder notifies, in writing, the Registrar to the contrary.below:

Date and Denomination of Notes; Payments of Interest. The Interest on the Notes shall be issuable in registered form without coupons in minimum denominations of $1,000 principal amount and in integral multiples of $1,000 in excess thereof. Each Note shall be dated the date of its authentication and shall bear Interest will accrue from the most recent date specified on which Interest has been paid, or if no Interest has been paid from the issuance date thereof, to but excluding, the next succeeding Interest Payment Date; provided that if there is no existing Default in the payment of interest, and if a Note is authenticated between a record date referred to on the face thereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date. The Company will pay Interest semi-annually in arrears on each Interest Payment Date commencing February 1, 2004 at the rate then applicable as specified in paragraph 1 of the form of Note Notes attached as Exhibit A heretohereto and as provided in Section 2.04; provided that such interest shall accrue and an amount equal to such accrued and unpaid interest shall be added to the principal amount of the Notes as Additional Amounts on each Interest Payment Date as specified in the next sentence (such Additional Amounts to constitute principal for all purposes of this Indenture and the Notes) unless (i) the Company at its sole option elects to pay all or a portion of such Interest in cash or (ii) an Event of Default has occurred and payment of the Notes has been accelerated pursuant to Section 7.02 of this Indenture, in which case, accrued and unpaid interest to the date of such Event of Default shall be due and payable in cash at such time; and provided further that any Interest paid on the Notes shall be paid net of any applicable withholding required by law. On any Interest Payment Date on which the Company shall pay Interest (including interest paid pursuant to Section 2.04) in the form of Additional Amounts, upon the request of the Trustee, the Company shall deliver an Authentication Order instructing the Trustee to evidence such Additional Amount by either (x) an endorsement on a Note in global form by the Trustee to reflect the amount of the increase in principal amount equal to such Additional Amount or (y) with respect to a Note in definitive form, at the request of any Holder, the issuance by the Company and authentication by the Trustee to such Holder of a note in a principal amount equal to such Holder's pro rata portion of the Additional Amount to be paid on such Interest Payment Date (a "PIK Note"); provided further that if the Additional Amount of any PIK Note to be issued pursuant to this Section 2.03 is not a whole number, such amounts shall be rounded to the nearest multiple of $1,000, with amounts of $500 or greater being increased to the next higher multiple of $1,000 and all other amounts being decreased to the next lower multiple of $1,000. Interest added to principal of the Notes on any Interest Payment Date in accordance with this Section 2.03 shall be deemed paid for purposes of the Indenture and the Notes by adding such amount to the principal amount of the Notes. Interest on the Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The Subject to the next succeeding paragraph and Article 5, the Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the Close close of Business business on any Record Date with respect to any Interest Payment Date shall be entitled to receive the any Interest payable to be paid on such Interest Payment Date. Notwithstanding the foregoing, any Note or portion thereof surrendered for exchange during the period from the Close of Business on the Record Date for any Interest Payment Date required to be paid in cash pursuant to the Close of Business on the applicable Interest Payment Date must be accompanied by payment, in immediately available funds or other funds acceptable to the Issuer, of an amount equal to the Interest otherwise payable on such Interest Payment Date on the principal amount being exchanged; provided, however, that no such payment need be made (1) if a Holder exchanges its Notes as permitted by Section 13.01(a)(iii) and the Issuer has specified a Redemption Date that is after a Record Date and on or prior to the Business Day immediately succeeding such Interest Payment Date, (2) if a Holder exchanges its Notes in connection with a Designated Event and the Issuer has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to such Interest Payment Date, (3) with respect to any exchange on or following the Record Date immediately preceding the Maturity Date, or (4) to the extent of any overdue Interest, if any overdue Interest exists at the time of exchange with respect to such Note. Interest on any Global Note terms hereof shall be paid by wire transfer of immediately available funds to the account of the Depositary or its nominee. Payment of the principal of Notes not represented by a Global Note shall be made payable at the office or agency designated of the Paying Agent maintained by the Issuer Company for such purpose. Interest on Notes not represented by a Global Note shall be paid (i) to Holders having an aggregate principal amount of $5,000,000 or less, by check mailed to the Holders of these Notes and (ii) to Holders having an aggregate principal amount of more than $5,000,000, either by check mailed to each Holder or, upon application by a Holder to the Registrar not later than the relevant Record Date, by wire transfer in immediately available funds to that Holder’s account within the United States, which application shall remain in effect until the Holder notifies, in writing, the Registrar to the contrary.such

Date and Denomination of Notes; Payments of Interest. The Notes shall be issuable in registered form without coupons in minimum denominations of $1,000 principal amount and in integral multiples of $1,000 in excess thereof. Each Every Note shall be dated the date of its authentication and shall bear Interest interest from the applicable date in each case as specified on the face of the form of Note attached as Exhibit A hereto. Interest on the Notes shall be computed on the basis of a 360-day year consisting comprised of twelve (12) 30-day months. The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register register at the Close close of Business business on any Record Date record date with respect to any Interest Payment Date interest payment date shall be entitled to receive the Interest interest payable on such Interest Payment Dateinterest payment date, except (i) that the interest payable upon redemption (unless the date of redemption is an interest payment date) will be payable to the Person to whom principal is payable and (ii) as set forth in the next succeeding sentence. Notwithstanding In the foregoingcase of any Note (or portion thereof) that is converted into Common Stock during the period from (but excluding) a record date to (but excluding) the next succeeding interest payment date either (x) if such Note (or portion thereof) has been called for redemption on a redemption date which occurs during such period, or is to be redeemed in connection with a Fundamental Change on a Repurchase Date (as defined in Section 3.05) that occurs during such period, the Company shall not be required to pay interest on such interest payment date in respect of any such Note (or portion thereof) except to the extent required to be paid upon redemption of such Note or portion thereof surrendered pursuant to Section 3.03 or 3.05 hereof or (y) if such Note (or portion thereof) has not been called for exchange redemption on a redemption date that occurs during the such period from the Close of Business and is not to be redeemed in connection with a Fundamental Change on the Record a Repurchase Date that occurs during such period, such Note (or portion thereof) that is submitted for any Interest Payment Date to the Close of Business on the applicable Interest Payment Date must conversion during such period shall be accompanied by payment, in immediately available funds or other funds acceptable to the Issuer, of an amount equal to the Interest otherwise interest payable on such Interest Payment Date succeeding interest payment date on the principal amount being exchanged; providedso converted, however, that no such payment need be made (1) if a Holder exchanges its Notes as permitted by provided in the penultimate paragraph of Section 13.01(a)(iii) and the Issuer has specified a Redemption Date that is after a Record Date and on or prior to the Business Day immediately succeeding such Interest Payment Date, (2) if a Holder exchanges its Notes in connection with a Designated Event and the Issuer has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to such Interest Payment Date, (3) with respect to any exchange on or following the Record Date immediately preceding the Maturity Date, or (4) to the extent of any overdue Interest, if any overdue Interest exists at the time of exchange with respect to such Note15.02 hereof. Interest on any Global Note shall be paid by wire transfer of immediately available funds to the account of the Depositary or its nominee. Payment of the principal of Notes not represented by a Global Note shall be made payable at the office of the Company maintained by the Company for such purposes in the Borough of Manhattan, City of New York, which shall initially be an office or agency designated by of the Issuer for such purpose. Interest on Notes not represented by a Global Note Trustee and may, as the Company shall be paid (i) specify to Holders having an aggregate principal amount of $5,000,000 or less, by check mailed to the Holders of these Notes and (ii) to Holders having an aggregate principal amount of more than $5,000,000, either by check mailed to each Holder or, upon application by a Holder to the Registrar not later than the relevant Record Date, by wire transfer in immediately available funds to that Holder’s account within the United States, which application shall remain in effect until the Holder notifies, in writing, the Registrar to the contrary.the

Date and Denomination of Notes; Payments of Interest. The Notes shall be issuable in registered form without coupons in minimum denominations of $1,000 principal amount and in integral multiples of $1,000 in excess thereof. Each Note shall be dated the date of its authentication and shall bear Interest interest from the date specified on the face of the form of Note attached as Exhibit A hereto. Interest on the Notes shall be computed on the basis of a 360-day year consisting comprised of twelve 30-day months. The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the Close close of Business business on any Interest Record Date with respect to any Interest Payment Date shall be entitled to receive the Interest interest payable on such Interest Payment Date. Notwithstanding Interest (including Contingent Interest, if any, and Additional Interest, if any) shall be payable at the foregoingoffice or agency of the Company maintained by the Company for such purposes in The Borough of Manhattan, City of New York, which shall initially be the office of the Paying Agent at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services. The Company shall pay interest (including Contingent Interest, if any, and Additional Interest, if any) (a) on any Notes in certificated form by check mailed to the address of the Person entitled thereto as it appears in the Note Register (or portion thereof surrendered for exchange during upon written application by such Person to the period Trustee and Paying Agent (if different from the Close of Business on Trustee) not later than the relevant Interest Record Date for any Interest Payment Date to the Close of Business on the applicable Interest Payment Date must be accompanied Date, by payment, wire transfer in immediately available funds or other funds acceptable to such Person’s account within the United States, if such Person is entitled to interest on an aggregate principal amount in excess of $2,000,000, which application shall remain in effect until the Noteholder notifies the Trustee and Paying Agent to the Issuer, of an amount equal to the Interest otherwise payable on such Interest Payment Date on the principal amount being exchanged; provided, however, that no such payment need be made (1contrary) if a Holder exchanges its Notes as permitted by Section 13.01(a)(iii) and the Issuer has specified a Redemption Date that is after a Record Date and on or prior to the Business Day immediately succeeding such Interest Payment Date, (2) if a Holder exchanges its Notes in connection with a Designated Event and the Issuer has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to such Interest Payment Date, (3) with respect to any exchange on or following the Record Date immediately preceding the Maturity Date, or (4b) to the extent of any overdue Interest, if any overdue Interest exists at the time of exchange with respect to such Note. Interest on any Global Note shall be paid by wire transfer of immediately available funds to the account of the Depositary or its nominee. Payment Any Defaulted Interest shall forthwith cease to be payable to the Noteholder on the relevant Interest Record Date by virtue of the principal of Notes not represented by a Global Note shall be made at the office or agency designated by the Issuer for its having been such purpose. Noteholder, and such Defaulted Interest on Notes not represented by a Global Note shall be paid by the Company, at its election in each case, as provided in clause (i1) to Holders having an aggregate principal amount of $5,000,000 or less, by check mailed to the Holders of these Notes and (ii2) to Holders having an aggregate principal amount of more than $5,000,000, either by check mailed to each Holder or, upon application by a Holder to the Registrar not later than the relevant Record Date, by wire transfer in immediately available funds to that Holder’s account within the United States, which application shall remain in effect until the Holder notifies, in writing, the Registrar to the contrary.below:

Date and Denomination of Notes; Payments of Interest. The ---------------------------------------------------- Notes shall be issuable in registered form without coupons in minimum denominations of $1,000 principal amount and in integral multiples of $1,000 in excess thereof. Each Every Note shall be dated the date of its authentication and shall bear Interest interest from the applicable date in each case as specified on the face of the form of Note attached as Exhibit A hereto. Interest on the Notes shall be computed on the basis of a ---------- 360-day year consisting comprised of twelve (12) 30-day months. The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register register at the Close close of Business business on any Record Date record date with respect to any Interest Payment Date interest payment date shall be entitled to receive the Interest interest payable on such Interest Payment Dateinterest payment date, except (i) that the interest payable upon redemption (unless the date of redemption is an interest payment date) will be payable to the Person to whom principal is payable and (ii) as set forth in the next succeeding sentence. Notwithstanding In the foregoingcase of any Note (or portion thereof) that is converted into Common Stock during the period from (but excluding) a record date to (but excluding) the next succeeding interest payment date either (x) if such Note (or portion thereof) has been called for redemption on a redemption date which occurs during such period, or is to be redeemed in connection with a Fundamental Change on a Repurchase Date (as defined in Section 3.5) that occurs during such period, the Company shall not be required to pay interest on such interest payment date in respect of any such Note (or portion thereof) except to the extent required to be paid upon redemption of such Note or portion thereof surrendered pursuant to Section 3.3 or 3.5 hereof or (y) if such Note (or portion thereof) has not been called for exchange redemption on a redemption date that occurs during the such period from the Close of Business and is not to be redeemed in connection with a Fundamental Change on the Record a Repurchase Date that occurs during such period, such Note (or portion thereof) that is submitted for any Interest Payment Date to the Close of Business on the applicable Interest Payment Date must conversion during such period shall be accompanied by payment, in immediately available funds or other funds acceptable to the Issuer, of an amount equal to the Interest otherwise interest payable on such Interest Payment Date succeeding interest payment date on the principal amount being exchangedso converted, as provided in the penultimate paragraph of Section 15.2 hereof. Interest shall be payable at the office of the Company maintained by the Company for such purposes in the Borough of Manhattan, City of New York, which shall initially be an office or agency of the Trustee and may, as the Company shall specify to the paying agent in writing by each record date, be paid either (i) by check mailed to the address of the Person entitled thereto as it appears in the Note register (provided that the holder of Notes with an aggregate principal amount in excess of $2,000,000 shall, at the written election of such holder, be paid by wire transfer in immediately available funds) or (ii) by transfer to an account maintained by such Person located in the United States; provided, however, that no such payment need payments to the Depositary will be made (1) if a Holder exchanges its Notes as permitted by Section 13.01(a)(iii) and the Issuer has specified a Redemption Date that is after a Record Date and on or prior to the Business Day immediately succeeding such Interest Payment Date, (2) if a Holder exchanges its Notes in connection with a Designated Event and the Issuer has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to such Interest Payment Date, (3) with respect to any exchange on or following the Record Date immediately preceding the Maturity Date, or (4) to the extent of any overdue Interest, if any overdue Interest exists at the time of exchange with respect to such Note. Interest on any Global Note shall be paid by wire transfer of immediately available funds to the account of the Depositary or its nominee. Payment of the principal of Notes not represented by a Global Note shall be made at the office or agency designated by the Issuer for such purpose. Interest on Notes not represented by a Global Note shall be paid (i) to Holders having an aggregate principal amount of $5,000,000 or less, by check mailed to the Holders of these Notes and (ii) to Holders having an aggregate principal amount of more than $5,000,000, either by check mailed to each Holder or, upon application by a Holder to the Registrar not later than the relevant Record Date, by wire transfer in immediately available funds to that Holder’s account within the United States, which application shall remain in effect until the Holder notifies, in writing, the Registrar to the contrary.the

Date and Denomination of Notes; Payments of Interest. The Notes shall be issuable in registered form without coupons in minimum denominations of $1,000 principal amount and in integral multiples of $1,000 in excess thereof. Each Note shall be dated the date of its authentication and shall bear Interest interest from the date specified on the face of the form of Note attached as Exhibit A hereto. Interest on the Notes shall be computed on the basis of a 360-day year consisting comprised of twelve 30-day months. The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the Close close of Business business on any the Regular Record Date with respect to any an Interest Payment Date shall be entitled to receive the Interest payable on such Interest Payment Date, except that the Interest payable upon redemption or repurchase will be payable to the Person to whom principal is payable pursuant to such redemption or repurchase (unless the Redemption Date or the Repurchase Date, as the case may be, is an Interest Payment Date, in which case the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Notes registered as such on the applicable Regular Record Date). Notwithstanding the foregoing, if any Note (or portion thereof surrendered for exchange thereof) is converted into cash and shares of Common Stock, if any, during the period from the Close of Business on the after a Regular Record Date for any to, but excluding, the next succeeding Interest Payment Date and such Note (or portion thereof) has not been called or tendered for redemption on a Redemption Date which occurs during such period, the Company shall not be required to the Close of Business on the applicable Interest Payment Date must be accompanied by payment, in immediately available funds or other funds acceptable to the Issuer, of an amount equal to the Interest otherwise payable pay interest on such Interest Payment Date in respect of any such Note (or portion thereof), except as provided in Section 15.03(d). Interest shall be payable at the office of the Company maintained by the Company for such purposes in the Borough of Manhattan, The City of New York, which shall initially be an office or agency of the Trustee. The Company shall pay Interest (i) on any Notes in certificated form by check mailed to the address of the Person entitled thereto as it appears in the Note Register (or upon written notice from the registered holder thereof, by wire transfer in immediately available funds, if such Person is entitled to Interest on Notes with an aggregate principal amount being exchanged; provided, however, that no such payment need be made (1in excess of $2,000,000) if a Holder exchanges its Notes as permitted by Section 13.01(a)(iii) and the Issuer has specified a Redemption Date that is after a Record Date and on or prior to the Business Day immediately succeeding such Interest Payment Date, (2) if a Holder exchanges its Notes in connection with a Designated Event and the Issuer has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to such Interest Payment Date, (3) with respect to any exchange on or following the Record Date immediately preceding the Maturity Date, or (4ii) to the extent of any overdue Interest, if any overdue Interest exists at the time of exchange with respect to such Note. Interest on any Global Note shall be paid by wire transfer of immediately available funds to the account of the Depositary or its nominee. Payment of the principal of Notes not represented by a Global Note shall be made at the office or agency designated by the Issuer for such purpose. Any Interest on Notes any Note which is payable, but is not represented punctually paid or duly provided for, on any June 15 or December 15 (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Noteholder on the relevant Regular Record Date by a Global Note virtue of his having been such Noteholder, and such Defaulted Interest shall be paid by the Company, at its election in each case, as provided in clause (i1) to Holders having an aggregate principal amount of $5,000,000 or less, by check mailed to the Holders of these Notes and (ii2) to Holders having an aggregate principal amount of more than $5,000,000, either by check mailed to each Holder or, upon application by a Holder to the Registrar not later than the relevant Record Date, by wire transfer in immediately available funds to that Holder’s account within the United States, which application shall remain in effect until the Holder notifies, in writing, the Registrar to the contrary.below:

Date and Denomination of Notes; Payments of Interest. The Notes shall be issuable in registered form without coupons in minimum denominations of $1,000 principal amount and in integral multiples of $1,000 in excess thereof. Each Every Note shall be dated the date of its authentication and authentication, shall bear Interest interest from the applicable date and accrued interest shall be payable semiannually on each March 1 and September 1, commencing September 1, 1998 as specified on the face of the form of Note Note, attached as Exhibit A hereto. The Person in whose name any Note (or its Predecessor Note) is registered at the close of business on any Regular Record Date with respect to any interest payment date (including any Note that is converted during the period from the close of business on any Regular Record Date to the close of business on the Business Day prior to the next succeeding interest payment date) shall be entitled to receive the interest payable on such interest payment date notwithstanding the cancellation of such Note upon any transfer, exchange or conversion subsequent to the Regular Record Date and prior to such interest payment date; provided that any Note surrendered for conversion during the period from the close of business on any Regular Record Date to the close of business on the Business Day prior to the next succeeding interest payment date, to the extent provided in Section 15.2, shall be accompanied by a payment equal to the interest otherwise payable on such next succeeding interest payment date; provided further that in the event of any redemption or repurchase of any Note after a Regular Record Date and prior to the next succeeding interest payment date, interest shall not be paid to the Person in whose name the Note 16 is registered on the close of business on such Regular Record Date, but instead shall be payable to the holder of such Note surrendering such Note for redemption or repurchase, as the case may be, as required by Section 3.7 hereof and Article XVI hereof, respectively. Interest may, at the option of the Company, be paid by check mailed to the address of such Person on the registry kept for such purposes; provided that, with respect to any holder of Notes with an aggregate principal amount equal to or in excess of $1,000,000, at the request of such holder in writing to the Company, interest on such holder's Notes shall be paid by wire transfer in immediately available funds in accordance with the wire transfer instruction supplied by such holder to the Trustee and paying agent (if different from Trustee). Interest on the Notes shall be computed on the basis of a 360-day year consisting comprised of twelve 30-day months. The Person in whose name Any interest on any Note which is payable, but is not punctually paid or duly provided for, on any said March 1 or September 1 (or its Predecessor Noteherein called "Defaulted Interest") is registered shall forthwith cease to be payable to the Holder on the Note Register at the Close of Business on any relevant Regular Record Date with respect to any by virtue of his having been such Holder; and such Defaulted Interest Payment Date shall be entitled to receive the Interest payable on such Interest Payment Date. Notwithstanding the foregoing, any Note or portion thereof surrendered for exchange during the period from the Close of Business on the Record Date for any Interest Payment Date to the Close of Business on the applicable Interest Payment Date must be accompanied by payment, in immediately available funds or other funds acceptable to the Issuer, of an amount equal to the Interest otherwise payable on such Interest Payment Date on the principal amount being exchanged; provided, however, that no such payment need be made (1) if a Holder exchanges its Notes as permitted by Section 13.01(a)(iii) and the Issuer has specified a Redemption Date that is after a Record Date and on or prior to the Business Day immediately succeeding such Interest Payment Date, (2) if a Holder exchanges its Notes in connection with a Designated Event and the Issuer has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to such Interest Payment Date, (3) with respect to any exchange on or following the Record Date immediately preceding the Maturity Date, or (4) to the extent of any overdue Interest, if any overdue Interest exists at the time of exchange with respect to such Note. Interest on any Global Note shall be paid by wire transfer of immediately available funds to the account of the Depositary Company, at its election in each case, as provided in clause (1) or its nominee. Payment of the principal of Notes not represented by a Global Note shall be made at the office or agency designated by the Issuer for such purpose. Interest on Notes not represented by a Global Note shall be paid (i2) to Holders having an aggregate principal amount of $5,000,000 or less, by check mailed to the Holders of these Notes and (ii) to Holders having an aggregate principal amount of more than $5,000,000, either by check mailed to each Holder or, upon application by a Holder to the Registrar not later than the relevant Record Date, by wire transfer in immediately available funds to that Holder’s account within the United States, which application shall remain in effect until the Holder notifies, in writing, the Registrar to the contrary.below:

Date and Denomination of Notes; Payments of Interest. The Notes shall be issuable in registered form without coupons in minimum denominations of $1,000 principal amount and in integral multiples of $1,000 in excess thereof. Each Every Note shall be dated the date of its authentication and authentication, shall bear Interest interest from the applicable date in each case as specified on the face of the form of Note attached as Exhibit A hereto. Interest on the Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The Person person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the Close close of Business business on any Record Date record date with respect to any Interest Payment Date interest payment date (including any Note that is converted after the record date and on or before the interest payment date) shall be entitled to receive the Interest interest payable on such Interest Payment Date. Notwithstanding interest payment date notwithstanding the foregoingcancellation of such Note upon any transfer, any Note exchange or portion thereof surrendered for exchange during the period from the Close of Business on the Record Date for any Interest Payment Date conversion subsequent to the Close of Business on the applicable Interest Payment Date must be accompanied by payment, in immediately available funds or other funds acceptable to the Issuer, of an amount equal to the Interest otherwise payable on such Interest Payment Date on the principal amount being exchanged; provided, however, that no such payment need be made (1) if a Holder exchanges its Notes as permitted by Section 13.01(a)(iii) and the Issuer has specified a Redemption Date that is after a Record Date record date and on or prior to such interest payment date; PROVIDED, that in the Business Day immediately succeeding such Interest Payment Datecase of any Note, (2) if or portion thereof, redeemed on a Holder exchanges its Notes redemption date or repurchased in connection with a Designated Repurchase Event and the Issuer has specified on a Designated Event Repurchase Date that is after a Record Date record date and on or prior to (but excluding) the next succeeding interest payment date, interest shall not be paid to the person in whose name the Note, or portion thereof, is registered on the close of business on such record date and the Company shall have no obligation to pay interest on such Note or such portion except to the extent required to be paid upon redemption or repurchase of such Note or portion thereof, as the case may be, pursuant to Section 3.3 or 16.1 hereof. Interest Payment Datemay, (3) at the option of the Company, be paid by check mailed to the address of such person on the registry kept for such purposes; PROVIDED that, with respect to any exchange on holder of Notes with an aggregate principal amount equal to or following in excess of $5,000,000, at the Record Date immediately preceding the Maturity Date, or (4) request of such holder in writing to the extent of any overdue Interest, if any overdue Interest exists at the time of exchange with respect Company (who shall then furnish written notice to such Note. Interest effect to the Trustee), interest on any Global Note such holder's Notes shall be paid by wire transfer (the costs of immediately available funds such wire transfer to the account of the Depositary or its nominee. Payment of the principal of Notes not represented by a Global Note shall be made at the office or agency designated borne by the Issuer for such purpose. Interest on Notes not represented by a Global Note shall be paid (iCompany) to Holders having an aggregate principal amount of $5,000,000 or less, by check mailed to the Holders of these Notes and (ii) to Holders having an aggregate principal amount of more than $5,000,000, either by check mailed to each Holder or, upon application by a Holder to the Registrar not later than the relevant Record Date, by wire transfer in immediately available funds to that Holder’s account within the United States, which application shall remain in effect until the Holder notifies, in writing, the Registrar to the contrary.immediately

Date and Denomination of Notes; Payments of Interest. The Notes shall be issuable in registered form without coupons in minimum denominations of $1,000 100,000 principal amount and in integral multiples of $US$1,000 in excess thereof. Each Note shall be dated the date of its authentication and shall bear Interest from the date specified on the face of the form of Note attached as Exhibit A hereto. Interest on the Notes shall be computed on the basis of a 360-day year consisting comprised of twelve 30-day months. The Person in whose name any Note (or its Predecessor Note) is registered on the Note Security Register at the Close close of Business business on any Record Date record date with respect to any Interest Payment Date interest payment date shall be entitled to receive the Interest payable on such interest payment date, except that the Interest Payment Date. Notwithstanding the foregoing, any Note payable upon redemption or portion thereof surrendered for exchange during the period from the Close of Business on the Record Date for any Interest Payment Date repurchase will be payable to the Close of Business on Person to whom principal is payable pursuant to such redemption or repurchase (unless the applicable Interest Payment Date must be accompanied by paymentredemption date or the repurchase date, in immediately available funds or other funds acceptable to as the Issuercase may be, of an amount equal to the Interest otherwise payable on such Interest Payment Date on the principal amount being exchanged; provided, however, that no such payment need be made (1) if a Holder exchanges its Notes as permitted by Section 13.01(a)(iii) and the Issuer has specified a Redemption Date that is falls after a Record Date record date and on or prior to the Business Day immediately succeeding corresponding interest payment date, in which case accrued and unpaid Interest to, but excluding, such Interest Payment Date, (2) if a Holder exchanges its Notes in connection with a Designated Event and the Issuer has specified a Designated Event Repurchase Date that is after a Record Date and redemption date or repurchase date shall be payable on or prior to such Interest Payment Date, (3) with respect to any exchange on or following the Record Date immediately preceding the Maturity Date, or (4) interest payment date to the extent holders of any overdue Interestsuch Notes registered as such on the applicable record date). Notwithstanding the foregoing, if any overdue Note (or portion thereof) is converted into Common Stock during the period after a record date for the payment of Interest exists to, but excluding, the next succeeding interest payment date and such Note (or portion thereof) has been called or tendered for redemption on a redemption date which occurs during such period, the Company shall not be required to pay interest on such interest payment date in respect of any such Note (or portion thereof). Interest shall be payable at the time office of exchange with respect the Company maintained by the Company for such purposes in the City of New York, which shall initially be an office or agency of the Trustee. The Company shall pay Interest (i) on any Notes in certificated form by (x) check mailed to the address of the Person entitled thereto as it appears in the Security Register (or upon written notice, by wire transfer in immediately available funds, if such Note. Person is entitled to Interest on aggregate principal in excess of $1 million) or (y) by transfer to an account maintained by such person in the City of New York or (ii) on any Global Note shall be paid by wire transfer of immediately available funds to the account of the Common Depositary or its nominee. The term “record date” with respect to any interest payment date shall mean the January 11 or July 11 preceding the applicable January 25 or July 25 interest payment date (each, an “Interest Payment of the principal of Notes not represented by a Global Note shall be made at the office or agency designated by the Issuer for such purpose. Interest on Notes not represented by a Global Note shall be paid (i) to Holders having an aggregate principal amount of $5,000,000 or lessDate”), by check mailed to the Holders of these Notes and (ii) to Holders having an aggregate principal amount of more than $5,000,000, either by check mailed to each Holder or, upon application by a Holder to the Registrar not later than the relevant Record Date, by wire transfer in immediately available funds to that Holder’s account within the United States, which application shall remain in effect until the Holder notifies, in writing, the Registrar to the contraryrespectively.

Date and Denomination of Notes; Payments of Interest. The Notes shall be issuable in registered form without coupons in minimum denominations of $1,000 principal amount and in integral multiples of $1,000 in excess thereof. Each Every Note shall be dated the date of its authentication and shall bear Interest interest from the applicable date in each case as specified on the face of the form of Note attached as Exhibit A hereto. Interest on the Notes shall be computed on the basis of a 360-day year consisting comprised of twelve 30-day months. The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register register at the Close close of Business business on any Record Date record date with respect to any Interest Payment Date interest payment date shall be entitled to receive the Interest interest payable on such Interest Payment Dateinterest payment date, except (i) that the interest payable upon redemption (unless the date of redemption is an interest payment date, in which case the interest payable upon redemption will be payable to the Person in whose name the Note submitted for redemption was registered on the Note register at the close of business on the applicable record date) will be payable to the Person to whom principal is payable and (ii) as set forth in the next succeeding sentence. Notwithstanding In the foregoingcase of any Note (or portion thereof) that is converted into Common Stock during the period from (but excluding) a record date to (but excluding) the next succeeding interest payment date either (x) if such Note (or portion thereof) is to be redeemed in connection with a Fundamental Change on a Repurchase Date (as defined in Section 3.02 hereof) that occurs during such period, the Company shall not be required to pay interest on such interest payment date in respect of any such Note (or portion thereof) except to the extent required to be paid upon redemption of such Note or portion thereof surrendered for exchange during the period from the Close of Business on the Record Date for any Interest Payment Date pursuant to the Close of Business on the applicable Interest Payment Date must be accompanied by payment, in immediately available funds Section 3.02 hereof or other funds acceptable to the Issuer, of an amount equal to the Interest otherwise payable on such Interest Payment Date on the principal amount being exchanged; provided, however, that no such payment need be made (1y) if a Holder exchanges its Notes as permitted by Section 13.01(a)(iiisuch Note (or portion thereof) and the Issuer has specified a Redemption Date that is after a Record Date and on or prior not to the Business Day immediately succeeding such Interest Payment Date, (2) if a Holder exchanges its Notes be redeemed in connection with a Designated Event and the Issuer has specified Fundamental Change on a Designated Event Repurchase Date that occurs during such period, such Note (or portion thereof) that is after a Record Date and on or prior to submitted for conversion during such Interest Payment Date, (3) with respect to any exchange on or following the Record Date immediately preceding the Maturity Date, or (4) to the extent of any overdue Interest, if any overdue Interest exists at the time of exchange with respect to such Note. Interest on any Global Note shall be paid by wire transfer of immediately available funds to the account of the Depositary or its nominee. Payment of the principal of Notes not represented by a Global Note shall be made at the office or agency designated by the Issuer for such purpose. Interest on Notes not represented by a Global Note shall be paid (i) to Holders having an aggregate principal amount of $5,000,000 or less, by check mailed to the Holders of these Notes and (ii) to Holders having an aggregate principal amount of more than $5,000,000, either by check mailed to each Holder or, upon application by a Holder to the Registrar not later than the relevant Record Date, by wire transfer in immediately available funds to that Holder’s account within the United States, which application shall remain in effect until the Holder notifies, in writing, the Registrar to the contrary.period shall

Date and Denomination of Notes; Payments of Interest. The Notes shall be issuable in registered form without coupons in minimum denominations of $1,000 principal amount and in integral multiples of $1,000 in excess thereof. Each Note shall be dated the date of its authentication and shall bear Interest interest from the date specified on the face of the form of Note attached as Exhibit A hereto. Interest on the Notes shall be computed on the basis of a 360-day year consisting comprised of twelve 30-day months. The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the Close close of Business business on any the Regular Record Date with respect to any an Interest Payment Date shall be entitled to receive the Interest payable on such Interest Payment Date, except that the Interest payable repurchase will be payable to the Person to whom principal is payable pursuant to such repurchase (unless the Fundamental Change Repurchase Date is an Interest Payment Date, in which case the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Notes registered as such on the applicable Regular Record Date). Notwithstanding the foregoing, if any Note (or portion thereof surrendered for exchange thereof) is converted during the period from the Close of Business on the after a Regular Record Date for any to, but excluding, the next succeeding Interest Payment Date Date, the Company shall not be required to the Close of Business on the applicable Interest Payment Date must be accompanied by payment, in immediately available funds or other funds acceptable to the Issuer, of an amount equal to the Interest otherwise payable pay interest on such Interest Payment Date in respect of any such Note (or portion thereof), except as provided in Section 14.02(d). Interest shall be payable at the office of the Company maintained by the Company for such purposes in the Borough of Manhattan, City of New York, which shall initially be an office or agency of the Trustee. The Company shall pay Interest (i) on any Notes in certificated form by check mailed to the address of the Person entitled thereto as it appears in the Note Register (or upon written notice from the registered holder thereof, by wire transfer in immediately available funds, if such Person is entitled to Interest on Notes with an aggregate principal amount being exchanged; provided, however, that no such payment need be made (1in excess of $2,000,000) if a Holder exchanges its Notes as permitted by Section 13.01(a)(iii) and the Issuer has specified a Redemption Date that is after a Record Date and on or prior to the Business Day immediately succeeding such Interest Payment Date, (2) if a Holder exchanges its Notes in connection with a Designated Event and the Issuer has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to such Interest Payment Date, (3) with respect to any exchange on or following the Record Date immediately preceding the Maturity Date, or (4ii) to the extent of any overdue Interest, if any overdue Interest exists at the time of exchange with respect to such Note. Interest on any Global Note shall be paid by wire transfer of immediately available funds to the account of the Depositary or its nominee. Payment of the principal of Notes not represented by a Global Note shall be made at the office or agency designated by the Issuer for such purpose. Any Interest on Notes any Note which is payable, but is not represented punctually paid or duly provided for, on any March 15 or September 15 (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Noteholder on the relevant Regular Record Date by a Global Note virtue of his having been such Noteholder, and such Defaulted Interest shall be paid by the Company, at its election in each case, as provided in clause (i1) to Holders having an aggregate principal amount of $5,000,000 or less, by check mailed to the Holders of these Notes and (ii2) to Holders having an aggregate principal amount of more than $5,000,000, either by check mailed to each Holder or, upon application by a Holder to the Registrar not later than the relevant Record Date, by wire transfer in immediately available funds to that Holder’s account within the United States, which application shall remain in effect until the Holder notifies, in writing, the Registrar to the contrary.below:

Date and Denomination of Notes; Payments of Interest. The Notes shall be issuable in registered form without coupons in minimum denominations of $1,000 principal amount and in integral multiples of $1,000 in excess thereof. Each Every Note shall be dated the date of its authentication and shall bear Interest interest from the applicable date in each case as specified on the face of the form of Note attached as Exhibit EXHIBIT A hereto. Interest on the Notes shall be computed on the basis of a 360-day year consisting comprised of twelve (12) 30-day months. The Person Holder in whose name any Note (or its Predecessor Note) is registered on the Note Register at the Close close of Business business on any Record Date record date with respect to any Interest Payment Date interest payment date shall be entitled to receive the Interest interest (including Liquidated Damages, if any) payable on such Interest Payment Dateinterest payment date, except (i) that the interest (including Liquidated Damages, if any) payable upon redemption (unless the date of redemption is an interest payment date) will be payable to the Holder to whom principal is payable and (ii) as set forth in the next succeeding sentence. Notwithstanding In the foregoingcase of any Note (or portion thereof) that is converted into Common Stock during the period from (but excluding) a record date to (but excluding) the next succeeding interest payment date either (x) if such Note (or portion thereof) has been called for redemption on a redemption date which occurs during such period, or is to be redeemed in connection with a Fundamental Change on a Repurchase Date (as defined in Section 3.5) that occurs during such period, the Company shall not be required to pay interest on such interest payment date in respect of any such Note (or portion thereof) except to the extent required to be paid upon redemption of such Note or portion thereof surrendered pursuant to Section 3.3 or 3.5 hereof or (y) if such Note (or portion thereof) has not been called for exchange redemption on a redemption date that occurs during the such period from the Close of Business and is not to be redeemed in connection with a Fundamental Change on the Record a Repurchase Date that occurs during such period, such Note (or portion thereof) that is submitted for any Interest Payment Date to the Close of Business on the applicable Interest Payment Date must conversion during such period shall be accompanied by payment, in immediately available funds or other funds acceptable to the Issuer, of an amount equal to the Interest otherwise interest payable on such Interest Payment Date succeeding interest payment date on the principal amount being exchangedso converted, as provided in the penultimate paragraph of Section 15.2 hereof. Interest (including Liquidated Damages, if any) shall be payable at the office of the Company maintained by the Company for such purposes in the Borough of Manhattan, City of New York, which shall initially be an office or agency of the Trustee and may, as the Company shall specify to the paying agent in writing by each record date, be paid either (i) by check mailed to the address of the Holder entitled thereto as it appears in the Note Register (provided that the Holder of Notes with an aggregate principal amount in excess of $2,000,000 shall, at the written election of such Holder, be paid by wire transfer in immediately available funds) or (ii) by wire transfer to an account maintained by such Person located in the United States; provided, however, that no such payment need payments to the Depositary will be made (1) if a Holder exchanges its Notes as permitted by Section 13.01(a)(iii) and the Issuer has specified a Redemption Date that is after a Record Date and on or prior to the Business Day immediately succeeding such Interest Payment Date, (2) if a Holder exchanges its Notes in connection with a Designated Event and the Issuer has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to such Interest Payment Date, (3) with respect to any exchange on or following the Record Date immediately preceding the Maturity Date, or (4) to the extent of any overdue Interest, if any overdue Interest exists at the time of exchange with respect to such Note. Interest on any Global Note shall be paid by wire transfer of immediately available funds to the account of the Depositary or its nominee. Payment The term "record date" with respect to any interest payment date shall mean the May 1 or November 1 preceding the relevant May 15 or November 15, respectively. Any interest (including Liquidated Damages, if any) on any Note which is payable, but is not punctually paid or duly provided for, on any May 15 or November 15 (herein called "Defaulted Interest") shall forthwith cease to be payable to the Noteholder on the relevant record date by virtue of the principal of Notes not represented by a Global Note shall be made at the office or agency designated by the Issuer for his having been such purpose. Noteholder, and such Defaulted Interest on Notes not represented by a Global Note shall be paid by the Company, at its election in each case, as provided in clause (i1) to Holders having an aggregate principal amount of $5,000,000 or less, by check mailed to the Holders of these Notes and (ii2) to Holders having an aggregate principal amount of more than $5,000,000, either by check mailed to each Holder or, upon application by a Holder to the Registrar not later than the relevant Record Date, by wire transfer in immediately available funds to that Holder’s account within the United States, which application shall remain in effect until the Holder notifies, in writing, the Registrar to the contrary.below:

Date and Denomination of Notes; Payments of Interest. The Notes shall be issuable in registered form without coupons in minimum denominations of $1,000 principal amount and in integral multiples of $1,000 in excess thereof. Each Note shall be dated the date of its authentication and shall bear Interest from the date specified on the face of the form of Note attached as Exhibit A hereto. Interest on the Notes shall be computed on the basis of a 360-day three hundred sixty (360)-day year consisting comprised of twelve 30-day (12) thirty (30)-day months. The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the Close close of Business business on any Record Date record date with respect to any Interest Payment Date interest payment date shall be entitled to receive the Interest payable on such interest payment date, except that the Interest Payment Date. Notwithstanding the foregoing, any Note payable upon redemption or portion thereof surrendered for exchange during the period from the Close of Business on the Record Date for any Interest Payment Date repurchase will be payable to the Close of Business on Person to whom principal is payable pursuant to such redemption or repurchase (unless the applicable Interest Payment Date must be accompanied by paymentredemption date or the repurchase date, in immediately available funds or other funds acceptable to as the Issuercase may be, of an amount equal to the Interest otherwise payable on such Interest Payment Date on the principal amount being exchanged; provided, however, that no such payment need be made (1) if a Holder exchanges its Notes as permitted by Section 13.01(a)(iii) and the Issuer has specified a Redemption Date that is falls after a Record Date record date and on or prior to the Business Day immediately succeeding corresponding interest payment date, in which case accrued and unpaid Interest to, but excluding, such Interest Payment Date, (2) if a Holder exchanges its Notes in connection with a Designated Event and the Issuer has specified a Designated Event Repurchase Date that is after a Record Date and redemption date or repurchase date shall be payable on or prior to such Interest Payment Date, (3) with respect to any exchange on or following the Record Date immediately preceding the Maturity Date, or (4) interest payment date to the extent holders of any overdue Interestsuch Notes registered as such on the applicable record date). Notwithstanding the foregoing, if any overdue Note (or portion thereof) is converted during the period after a record date for the payment of Interest exists to, but excluding, the next succeeding interest payment date and such Note (or portion thereof) has been called or tendered for redemption on a redemption date which occurs during such period, the Company shall not be required to pay interest on such interest payment date in respect of any such Note (or portion thereof). Interest shall be payable at the time office of exchange with respect the Company maintained by the Company for such purposes, which shall initially be an office or agency of the Trustee. The Company shall pay Interest (i) on any Notes in certificated form by (x) check mailed to the address of the Person entitled thereto as it appears in the Note Register (or upon written notice, by wire transfer in immediately available funds, if such Note. Person is entitled to Interest on aggregate principal in excess of $2 million) or (y) by transfer to an account maintained by such person in the United States or (ii) on any Global Note shall be paid by wire transfer of immediately available funds to the account of the Depositary or its nominee. Payment of The term “record date” with respect to any interest payment date shall mean the principal of Notes not represented by a Global Note shall be made at May 15 or November 15 preceding the office applicable June 1 or agency designated by the Issuer for such purposeDecember 1 interest payment date, respectively. Any Interest on Notes any Note which is payable, but is not represented punctually paid or duly provided for, on any June 1 or December 1 (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Noteholder on the relevant record date by a Global Note virtue of his having been such Noteholder, and such Defaulted Interest shall be paid (i) to Holders having an aggregate principal amount of $5,000,000 by the Company, at its election in each case, as provided in clause 1 or less, by check mailed to the Holders of these Notes and (ii) to Holders having an aggregate principal amount of more than $5,000,000, either by check mailed to each Holder or, upon application by a Holder to the Registrar not later than the relevant Record Date, by wire transfer in immediately available funds to that Holder’s account within the United States, which application shall remain in effect until the Holder notifies, in writing, the Registrar to the contrary.2 below:

Date and Denomination of Notes; Payments of Interest. The Notes shall be issuable in registered form without coupons in minimum denominations of $1,000 principal amount and in integral multiples of $1,000 in excess thereof. Each Note shall be dated the date of its authentication and shall bear Interest interest from the date specified on the face of the form of Note attached as Exhibit A hereto. Interest on the Notes shall be computed on the basis of a 360-day year consisting comprised of twelve 30-day months. The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the Close close of Business business on any the Regular Record Date with respect to any an Interest Payment Date shall be entitled to receive the Interest payable on such Interest Payment Date, except that the Interest payable upon redemption or purchase will be payable to the Person to whom principal is payable pursuant to such redemption or purchase (unless the Redemption Date or the Purchase Date, as the case may be, is an Interest Payment Date, in which case the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Notes registered as such on the applicable Regular Record Date). Notwithstanding the foregoing, if any Note (or portion thereof surrendered for exchange thereof) is converted into Common Shares during the period from the Close of Business on the after a Regular Record Date for any to, but excluding, the next succeeding Interest Payment Date and such Note (or portion thereof) has been called or tendered for redemption on a Redemption Date which occurs during such period, the Company shall not be required to the Close of Business on the applicable Interest Payment Date must be accompanied by payment, in immediately available funds or other funds acceptable to the Issuer, of an amount equal to the Interest otherwise payable pay interest on such Interest Payment Date in respect of any such Note (or portion thereof), except as provided in Section 14.02. Interest shall be payable at the office of the Company maintained by the Company for such purposes in the Borough of Manhattan, The City of New York, which shall initially be an office or agency of the Trustee. The Company shall pay Interest (i) on any Notes in certificated form by check mailed to the address of the Person entitled thereto as it appears in the Note Register (or upon written notice, by wire transfer in immediately available funds, if such Person is entitled to Interest on Notes with an aggregate principal amount being exchanged; provided, however, that no such payment need be made (1in excess of $2,000,000) if a Holder exchanges its Notes as permitted by Section 13.01(a)(iii) and the Issuer has specified a Redemption Date that is after a Record Date and on or prior to the Business Day immediately succeeding such Interest Payment Date, (2) if a Holder exchanges its Notes in connection with a Designated Event and the Issuer has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to such Interest Payment Date, (3) with respect to any exchange on or following the Record Date immediately preceding the Maturity Date, or (4ii) to the extent of any overdue Interest, if any overdue Interest exists at the time of exchange with respect to such Note. Interest on any Global Note shall be paid by wire transfer of immediately available funds to the account of the Depositary or its nominee. Payment of the principal of Notes not represented by a Global Note shall be made at the office or agency designated by the Issuer for such purpose. Any Interest on Notes any Note which is payable, but is not represented punctually paid or duly provided for, on any Interest Payment Date (herein called "DEFAULTED INTEREST") shall forthwith cease to be payable to the Noteholder on the relevant Regular Record Date by a Global Note virtue of his having been such Noteholder, and such Defaulted Interest shall be paid by the Company, at its election in each case, as provided in clause (i1) to Holders having an aggregate principal amount of $5,000,000 or less, by check mailed to the Holders of these Notes and (ii2) to Holders having an aggregate principal amount of more than $5,000,000, either by check mailed to each Holder or, upon application by a Holder to the Registrar not later than the relevant Record Date, by wire transfer in immediately available funds to that Holder’s account within the United States, which application shall remain in effect until the Holder notifies, in writing, the Registrar to the contrary.below:

Date and Denomination of Notes; Payments of Interest. The Notes shall be issuable in registered form without coupons in minimum denominations of $1,000 principal amount and in integral multiples of $1,000 in excess thereof. Each Note shall be dated the date of its authentication and shall bear Interest from the date specified on the face of the form of Note attached as Exhibit A hereto. Interest on the Notes shall be computed on the basis of a 360-day year consisting comprised of twelve 30-day months. The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the Close close of Business business on any Record Date record date with respect to any Interest Payment Date interest payment date shall be entitled to receive the Interest payable on such interest payment date, except that the Interest Payment Date. Notwithstanding the foregoing, any Note payable upon redemption or portion thereof surrendered for exchange during the period from the Close of Business on the Record Date for any Interest Payment Date repurchase will be payable to the Close of Business on Person to whom principal is payable pursuant to such redemption or repurchase (unless the applicable Interest Payment Date must be accompanied by paymentredemption date or the repurchase date, in immediately available funds or other funds acceptable to as the Issuercase may be, of an amount equal to the Interest otherwise payable on such Interest Payment Date on the principal amount being exchanged; provided, however, that no such payment need be made (1) if a Holder exchanges its Notes as permitted by Section 13.01(a)(iii) and the Issuer has specified a Redemption Date that is falls after a Record Date record date and on or prior to the Business Day immediately succeeding corresponding interest payment date, in which case accrued and unpaid Interest to, but excluding, such Interest Payment Date, (2) if a Holder exchanges its Notes in connection with a Designated Event and the Issuer has specified a Designated Event Repurchase Date that is after a Record Date and redemption date or repurchase date shall be payable on or prior to such Interest Payment Date, (3) with respect to any exchange on or following the Record Date immediately preceding the Maturity Date, or (4) interest payment date to the extent holders of any overdue Interestsuch Notes registered as such on the applicable record date). Notwithstanding the foregoing, if any overdue Note (or portion thereof) is converted during the period after a record date for the payment of Interest exists to, but excluding, the next succeeding interest payment date and such Note (or portion thereof) has been called or tendered for redemption on a redemption date which occurs during such period, the Company shall not be required to pay interest on such interest payment date in respect of any such Note (or portion thereof). Interest shall be payable at the time office of exchange with respect the Company maintained by the Company for such purposes in the Borough of Manhattan, City of New York, which shall initially be an office or agency of the Trustee. The Company shall pay Interest (i) on any Notes in certificated form by (x) check mailed to the address of the Person entitled thereto as it appears in the Note Register (or upon written notice, by wire transfer in immediately available funds, if such Note. Person is entitled to Interest on aggregate principal in excess of $2 million) or (y) by transfer to an account maintained by such person in the United States or (ii) on any Global Note shall be paid by wire transfer of immediately available funds to the account of the Depositary or its nominee. Payment of The term “record date” with respect to any interest payment date shall mean the principal of Notes not represented by a Global Note shall be made at May 15 or November 15 preceding the office applicable June 1 or agency designated by the Issuer for such purposeDecember 1 interest payment date, respectively. Any Interest on Notes any Note which is payable, but is not represented punctually paid or duly provided for, on any June 1 or December 1 (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Noteholder on the relevant record date by a Global Note virtue of his having been such Noteholder, and such Defaulted Interest shall be paid (i) to Holders having an aggregate principal amount of $5,000,000 by the Company, at its election in each case, as provided in clause 1 or less, by check mailed to the Holders of these Notes and (ii) to Holders having an aggregate principal amount of more than $5,000,000, either by check mailed to each Holder or, upon application by a Holder to the Registrar not later than the relevant Record Date, by wire transfer in immediately available funds to that Holder’s account within the United States, which application shall remain in effect until the Holder notifies, in writing, the Registrar to the contrary.2 below:

Date and Denomination of Notes; Payments of Interest. The Notes shall be issuable in registered form without coupons in minimum denominations of $1,000 principal amount and in integral multiples of $1,000 in excess thereof. Each Every Note shall be dated the date of its authentication and authentication, shall bear Interest interest from the applicable date in each case as specified on the face of the form of Note attached as Exhibit A hereto. Interest on the Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The Person person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the Close close of Business business on any Record Date record date with respect to any Interest Payment Date interest payment date (including any Note that is converted after the record date and on or before the interest payment date) shall be entitled to receive the Interest interest payable on such Interest Payment Date. Notwithstanding interest payment date notwithstanding the foregoingcancellation of such Note upon any transfer, any Note exchange or portion thereof surrendered for exchange during the period from the Close of Business on the Record Date for any Interest Payment Date conversion subsequent to the Close of Business on the applicable Interest Payment Date must be accompanied by payment, in immediately available funds or other funds acceptable to the Issuer, of an amount equal to the Interest otherwise payable on such Interest Payment Date on the principal amount being exchanged; provided, however, that no such payment need be made (1) if a Holder exchanges its Notes as permitted by Section 13.01(a)(iii) and the Issuer has specified a Redemption Date that is after a Record Date record date and on or prior to such interest payment date; PROVIDED, that in the Business Day immediately succeeding such Interest Payment Datecase of any Note, (2) if or portion thereof, called for redemption on a Holder exchanges its Notes redemption date or repurchased in connection with a Designated Repurchase Event and the Issuer has specified on a Designated Event Repurchase Date that is after a Record Date record date and on or prior to (but excluding) the next succeeding interest payment date, interest shall not be paid to the person in whose name the Note, or portion thereof, is registered on the close of business on such record date and the Company shall have no obligation to pay interest on such Note or such portion except to the extent required to be paid upon redemption or repurchase of such Note or portion thereof, as the case may be, pursuant to Section 3.3 or 16.2 hereof. Interest Payment Datemay, (3) at the option of the Company, be paid by check mailed to the address of such person on the registry kept for such purposes; PROVIDED that, with respect to any exchange on holder of Notes with an aggregate principal amount equal to or following in excess of $5,000,000, at the Record Date immediately preceding the Maturity Date, or (4) request of such holder in writing to the extent of any overdue Interest, if any overdue Interest exists at the time of exchange with respect Company (who shall then furnish written notice to such Note. Interest effect to the Trustee), interest on any Global Note such holder's Notes shall be paid by wire transfer (the costs of immediately available funds such wire transfer to the account of the Depositary or its nominee. Payment of the principal of Notes not represented by a Global Note shall be made at the office or agency designated borne by the Issuer for such purpose. Interest on Notes not represented by a Global Note shall be paid (iCompany) to Holders having an aggregate principal amount of $5,000,000 or less, by check mailed to the Holders of these Notes and (ii) to Holders having an aggregate principal amount of more than $5,000,000, either by check mailed to each Holder or, upon application by a Holder to the Registrar not later than the relevant Record Date, by wire transfer in immediately available funds to that Holder’s account within the United States, which application shall remain in effect until the Holder notifies, in writing, the Registrar to the contrary.immediately

Date and Denomination of Notes; Payments of Interest. The Notes shall be issuable in registered form without coupons in minimum denominations of $1,000 principal amount and in integral multiples of $1,000 in excess thereof. Each Note shall be dated the date of its authentication and shall bear Interest interest from the date specified on the face of the form of Note attached as Exhibit A hereto. Interest on the Notes shall be computed on the basis of a 360-day year consisting comprised of twelve 30-day months. The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the Close close of Business business on any the Regular Record Date with respect to any an Interest Payment Date shall be entitled to receive the Interest payable on such Interest Payment Date, except that the Interest payable upon redemption or repurchase will be payable to the Person to whom principal is payable pursuant to such redemption or repurchase (unless the Redemption Date or the Repurchase Date, as the case may be, is an Interest Payment Date, in which case the semi-annual payment of Interest becoming due on such date shall be payable to the holders of such Notes registered as such on the applicable Regular Record Date). Notwithstanding the foregoing, if any Note (or portion thereof surrendered for exchange thereof) is converted into Common Stock during the period from the Close of Business on the after a Regular Record Date for any to, but excluding, the next succeeding Interest Payment Date and such Note (or portion thereof) has been called or tendered for redemption on a Redemption Date which occurs during such period, the Company shall not be required to the Close of Business on the applicable pay Interest Payment Date must be accompanied by payment, in immediately available funds or other funds acceptable to the Issuer, of an amount equal to the Interest otherwise payable on such Interest Payment Date in respect of any such Note (or portion thereof). The Company shall pay Interest (i) on any Notes in certificated form by check mailed to the address of the Person entitled thereto as it appears in the Note Register (or upon written notice from the registered holder thereof, by wire transfer in immediately available funds, if such Person is entitled to Interest on Notes with an aggregate principal amount being exchanged; provided, however, that no such payment need be made (1in excess of $5,000,000) if a Holder exchanges its Notes as permitted by Section 13.01(a)(iii) and the Issuer has specified a Redemption Date that is after a Record Date and on or prior to the Business Day immediately succeeding such Interest Payment Date, (2) if a Holder exchanges its Notes in connection with a Designated Event and the Issuer has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to such Interest Payment Date, (3) with respect to any exchange on or following the Record Date immediately preceding the Maturity Date, or (4ii) to the extent of any overdue Interest, if any overdue Interest exists at the time of exchange with respect to such Note. Interest on any Global Note shall be paid by wire transfer of immediately available funds to the account of the Depositary or its nominee. Payment of the principal of Notes not represented by a Global Note shall be made at the office or agency designated by the Issuer for such purpose. Any Interest on Notes any Note which is payable, but is not represented punctually paid or duly provided for, on any November 1 or May 1 (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Noteholder on the relevant Regular Record Date by a Global Note virtue of his having been such Noteholder, and such Defaulted Interest shall be paid by the Company, at its election in each case, as provided in clause (i1) to Holders having an aggregate principal amount of $5,000,000 or less, by check mailed to the Holders of these Notes and (ii2) to Holders having an aggregate principal amount of more than $5,000,000, either by check mailed to each Holder or, upon application by a Holder to the Registrar not later than the relevant Record Date, by wire transfer in immediately available funds to that Holder’s account within the United States, which application shall remain in effect until the Holder notifies, in writing, the Registrar to the contrary.below:

Date and Denomination of Notes; Payments of Interest. The Notes shall be issuable in registered form without coupons in minimum denominations of $1,000 principal amount and in integral multiples of $1,000 in excess thereof. Each Note shall be dated the date of its authentication and shall bear Interest interest from the date specified on the face of the form of Note attached as Exhibit A hereto. Interest on the Notes shall be computed on the basis of a 360-day year consisting comprised of twelve 30-day months. The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the Close close of Business business on any Interest Record Date with respect to any Interest Payment Date shall be entitled to receive the Interest interest payable on such Interest Payment Date. Notwithstanding Interest (including Contingent Interest, if any, and Additional Interest, if any) shall be payable at the foregoingoffice or agency of the Company maintained by the Company for such purposes in The Borough of Manhattan, City of New York, which shall initially be the office of the Paying Agent at 000 Xxxxxxx Xxxxxx, New York, New York 10286, Attention: Corporate Trust Administration. The Company shall pay interest (including Contingent Interest, if any, and Additional Interest, if any) (a) on any Notes in certificated form by check mailed to the address of the Person entitled thereto as it appears in the Note Register (or portion thereof surrendered for exchange during upon written application by such Person to the period Trustee and Paying Agent (if different from the Close of Business on Trustee) not later than the relevant Interest Record Date for any Interest Payment Date to the Close of Business on the applicable Interest Payment Date must be accompanied Date, by payment, wire transfer in immediately available funds or other funds acceptable to such Person’s account within the United States, if such Person is entitled to interest on an aggregate principal amount in excess of $2,000,000, which application shall remain in effect until the Noteholder notifies the Trustee and Paying Agent to the Issuer, of an amount equal to the Interest otherwise payable on such Interest Payment Date on the principal amount being exchanged; provided, however, that no such payment need be made (1contrary) if a Holder exchanges its Notes as permitted by Section 13.01(a)(iii) and the Issuer has specified a Redemption Date that is after a Record Date and on or prior to the Business Day immediately succeeding such Interest Payment Date, (2) if a Holder exchanges its Notes in connection with a Designated Event and the Issuer has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to such Interest Payment Date, (3) with respect to any exchange on or following the Record Date immediately preceding the Maturity Date, or (4b) to the extent of any overdue Interest, if any overdue Interest exists at the time of exchange with respect to such Note. Interest on any Global Note shall be paid by wire transfer of immediately available funds to the account of the Depositary or its nominee. Payment Any Defaulted Interest shall forthwith cease to be payable to the Noteholder on the relevant Interest Record Date by virtue of the principal of Notes not represented by a Global Note shall be made at the office or agency designated by the Issuer for its having been such purpose. Noteholder, and such Defaulted Interest on Notes not represented by a Global Note shall be paid by the Company, at its election in each case, as provided in clause (i1) to Holders having an aggregate principal amount of $5,000,000 or less, by check mailed to the Holders of these Notes and (ii2) to Holders having an aggregate principal amount of more than $5,000,000, either by check mailed to each Holder or, upon application by a Holder to the Registrar not later than the relevant Record Date, by wire transfer in immediately available funds to that Holder’s account within the United States, which application shall remain in effect until the Holder notifies, in writing, the Registrar to the contrary.below: