Common use of Form of Reverse of Note Clause in Contracts

Form of Reverse of Note. This Note is one of a duly authorized issue of Notes of the Company designated as its 12.50% Notes due 2004 (herein called the "Notes"), limited in aggregate principal amount to $40,000,000, issued and to be issued under an Indenture dated as of December 31, 1997 (herein called the "Indenture"), between the Company and United States Trust Company of New York, as Trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), to which the Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights thereunder of the Company, the Trustee and the Holders of the Notes, and the terms upon which the Notes are, and are to be, authenticated and delivered. Copies of the Indenture and all indentures supplemental thereto will be made available to the Holders for inspection during normal business hours at the principal office of the Company, which on the date hereof is located at 2381 Xxxxxxxxx Xxxxxx, Xx Xxxxxxx, Xxxxxxxxxx 00000, xxd copies of the Indenture and all indentures supplemental thereto will be mailed to any Holder by the Company upon the Company's receipt of the written request of such Holder, sent to the Company addressed to the attention of the Company's Corporate Secretary at the principal office of the Company. The indebtedness of the Company evidenced by the Notes, including the principal thereof and interest thereon (including post- default interest), (a) is, to the extent and in the manner set forth in the Indenture, subordinate and junior in right of payment to the Trustee's

Form of Reverse of Note. This Note is one of a duly authorized issue of Notes of the Company designated as its 12.50% Notes due 2004 (herein called the "Notes"), limited in aggregate principal amount to $40,000,000, issued and to be issued under an Indenture dated as of December 31, 1997 (herein called the "Indenture"), between the Company and United States Trust Company of New York, as Trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), to which the Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights thereunder of the Company, the Trustee and the Holders of the Notes, and the terms upon which the Notes are, and are to be, authenticated and delivered. Copies of the Indenture and all indentures supplemental thereto will be made available to the Holders for inspection during normal business hours at the principal office of the Company, which on the date hereof is located at 2381 Xxxxxxxxx Xxxxxx, Xx Xxxxxxx, Xxxxxxxxxx 00000, xxd copies of the Indenture and all indentures supplemental thereto will be mailed to any Holder by the Company upon the Company's receipt of the written request of such Holder, sent to the Company addressed to the attention of the Company's Corporate Secretary at the principal office of the Company. The indebtedness of the Company evidenced by the Notes, including the principal thereof and interest thereon (including post- post-default interest), (a) is, to the extent and in the manner set forth in the Indenture, subordinate and junior in right of payment to the Trustee's's fees and expenses, and (b) is not secured by any collateral, including the assets of the Company or any of its Affiliates. Each Holder of a Note, by acceptance hereof, agrees to and shall be bound by such provisions of the Indenture and all other provisions of the Indenture. The Notes may be redeemed in whole or in part at any time, or from time to time, on or after December 31, 2002, at the Redemption Prices (expressed in percentages of principal amount) set forth below, plus in each case an amount equal to accrued interest to (but excluding) the Redemption Date: If redeemed during the twelve-month period,

Form of Reverse of Note. This Note is one of a duly authorized issue of Notes of the Company designated as its 12.5011.0% Senior Notes due 2004 (herein called the "Notes"), limited in aggregate principal amount to $40,000,00080,000,000, issued and to be issued under an Indenture dated as of December 31September 8, 1997 (herein called the "Indenture"), between the Company and United States Trust Company The Bank of New York, as Trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), to which the Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights thereunder of the Company, the Trustee and the Holders of the Notes, and the terms upon which the Notes are, and are to be, authenticated and delivered. Copies of the Indenture and all indentures supplemental thereto will be made available to the Holders for inspection during normal business hours at the principal office of the Company, which on the date hereof is located at 2381 Xxxxxxxxx Xxxxxx3601 NW 63rd Street, Xx XxxxxxxOklahoma City, Xxxxxxxxxx 00000Oklahoma 73116-2087, xxd and copies of the Indenture and all indentures supplemental thereto xxx Xxxxxxxxx xxx xxx xxxxxxxxxx xxxxxxxxxxxx xxxxxxx will be mailed to any Holder by the Company upon the Company's receipt of the written request of such Holder, sent to the Company addressed to the attention of the Company's Corporate Secretary at the principal office of the Company. The indebtedness of the Company evidenced by the Notes, including the principal thereof and interest thereon (including post- post-default interest), (a) is, to the extent and in the manner set forth in the Indenture, subordinate and junior in right of payment to the Trustee's's fees and expenses, and (b) is not secured by any collateral, including the assets of the Company or any of its Affiliates. Each Holder of a Note, by acceptance hereof, agrees to and shall be bound by such provisions of the Indenture and all other provisions of the Indenture. If an Event of Default under the Indenture shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that such declaration and its consequences may, in certain events, be annulled by the Holders of a majority in principal amount of the Notes Outstanding. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes under the Indenture at any time by the Company with the consent of the Holders of a majority in aggregate principal amount of the Notes at the time Outstanding, as determined in accordance with the Indenture. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Notes at the time Outstanding, on behalf of the Holders of all the Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by a Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made on this Note. No references herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this Note at the times, places and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, this Note is transferable on the Note Register of the Company, upon surrender of this Note for registration of transfer at the office or agency of the Company to be maintained for that purpose in New York, New York, or at such other office or agency as may be established by the Company for such purpose pursuant to the Indenture (initially the principal corporate trust office of the Trustee in New York, New York), duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed by, the Holder hereof or his or her attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

Form of Reverse of Note. This Note is one of a duly authorized issue of Notes of the Company designated as its 12.508.0% Convertible Subordinated Notes due 2004 Due 2008 (herein called the "NotesNOTES"), limited in aggregate principal amount to $40,000,000, issued and to be issued under an Indenture dated as of December 31February _____, 1997 2003 (herein called the "IndentureINDENTURE"), between the Company and United States Trust Company of New YorkU.S. Bank National Association, as Trustee (herein called the "Trustee," TRUSTEE", which term includes any successor Trustee trustee under the Indenture), to which the Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee Trustee, the holders of Senior Indebtedness and the Holders of the Notes, Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. Copies Subject to and upon compliance with the provisions of the Indenture Indenture, the Holder of this Note is entitled, at such Holder's option, at any time on or before the close of business on January 31, 2008, or, in case this Note or a portion hereof is called for redemption, then in respect of this Note or such portion hereof until and all indentures supplemental thereto will be made available including, but (unless the Company defaults in making the payment due upon redemption) not after, the close of business on the Business Day prior to the Holders for inspection during normal business hours Redemption Date, to convert this Note (or any portion of the principal amount hereof which is $1,000 or any integral multiple thereof), at the principal amount hereof, or of such portion, into fully paid and nonassessable Common Shares (calculated as to each conversion to the nearest 1/100 of a share) of the Company at a conversion price equal to $22.50 aggregate principal amount of Notes for each Common Share (or at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender of this Note, duly endorsed or assigned to the Company or in blank, at the office or agency of the Company maintained for that purpose in The City of New York or at any other office or agency maintained by the Company for such purpose, accompanied by written notice to the Company that the Holder hereof elects to convert this Note or, if less than the entire principal amount hereof is to be converted the portion hereof to be converted, and, in case such surrender shall be made during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date (unless this Note or the portion hereof being converted has been called for redemption on a Redemption Date within such period), also accompanied by payment in New York Clearing House or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Note then being converted. Subject to the aforesaid requirement for payment and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Note (or any Predecessor Note) of record at such Regular Record Date to receive an installment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made on conversion for interest accrued hereon or for dividends on the Common Shares issued on conversion. No fractions of shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional interest the Company shall pay a cash adjustment as provided in the Indenture. The conversion price is subject to adjustment as provided in the Indenture. In addition, the Indenture provides that, in case of certain consolidations or mergers to which the Company is a party or the conveyance or transfer of the properties and assets of the Company substantially as an entirety, the Indenture shall be amended, without the consent of any Holders of Notes, so that this Note, if then outstanding, will be convertible thereafter, during the period this Note shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, conveyance or transfer by a holder of the number of Common Shares of the Company into which this Note might have been converted immediately prior to such consolidation, merger, conveyance or transfer, assuming such holder of Common Shares of the Company failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, conveyance or transfer (provided that, if the kind or amount of securities, cash and other property so receivable is not the same for each nonelecting Common Share of the Company, which on then the date hereof is located at 2381 Xxxxxxxxx Xxxxxxkind and amount of securities, Xx Xxxxxxx, Xxxxxxxxxx 00000, xxd copies cash and other property so receivable by each nonelecting share shall be deemed to be the kind and amount so receivable per share by a plurality of the Indenture and all indentures supplemental thereto will be mailed nonelecting shares). The Notes are subject to redemption upon not less than 30 nor more than 60 days' notice by mail at any Holder by time on or after March 1, 2004 as a whole or in part, at the Company upon the Company's receipt of the written request of such Holder, sent to the Company addressed to the attention election of the Company's Corporate Secretary , at a Redemption Price: (a) on or after March 1, 2004 but prior to March 1, 2005, equal to 102% of the principal amount, and (b) on or after March 1, 2005, equal to 100% of the principal amount, in each case together with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Notes, or one or more Predecessor Notes, of record at the principal office close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture. The Company may not redeem any Notes prior to March 1, 2004. In certain circumstances involving the occurrence of a Change in Control (as defined in the Indenture), the Holder hereof shall have the right to require the Company to repurchase this Note at 100% of the Companyprincipal amount hereof, together with accrued interest to the Repurchase Date, but interest installments whose Stated Maturity is on or prior to such Repurchase Date will be payable to the Holders of such Notes, or one or more Predecessor Notes, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture. In connection with the exercise of the repurchase right by a Holder prior to a Redemption Date, a Holder's right to exercise such repurchase right shall terminate at the close of business on the Business Day prior to the Redemption Date. In the event of redemption, repurchase or conversion of this Note in part only, a new Note or Notes for the unredeemed, unrepurchased or unconverted portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. The indebtedness of the Company evidenced by the Notes, including the principal thereof and interest thereon (including post- default interest), (a) Notes is, to the extent and in the manner set forth in the Indenture, subordinate expressly subordinated and junior subject in right of payment to the Trustee'sprior payment in full of all Senior Indebtedness, as defined in the Indenture, and this Note is issued subject to such provisions of the Indenture, and each Holder of this Note, by accepting the same, agrees to and shall be bound by such provisions and authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination as provided in the Indenture and appoints the Trustee his attorney-in-fact for any and all such purposes. If an Event of Default shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than two-thirds in aggregate principal amount of the Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Notes at the time Outstanding, on behalf of the Holder of all the Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. Except with respect to the rights of the holders of Senior Indebtedness set forth in the Indenture and in this Note, no reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed or to convert this Note as provided in the Indenture. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Note Register, upon surrender of this Note for registration of transfer at the office or agency of the Company maintained for that purpose in The City of New York or at any other office or agency maintained by the Company for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the Note Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to the presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.