Common use of Interest and Contingent Interest Clause in Contracts

Interest and Contingent Interest. (a) The Debentures shall bear interest at a rate of 4.00% per annum (the “Coupon Rate”) on the principal amount thereof, from and including December 15, 2004, payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year (each an “Interest Payment Date”), beginning March 15, 2005 to the persons in whose names the Debentures are registered at the close of business on the day next preceding the Interest Payment Date. If the Trust PIERS do not remain in book-entry only form and the Debentures are not in the form of a Global Security, the Company will have the right to select record dates, which must be at least one Business Day before an Interest Payment Date (whether or not a Business Day), immediately preceding such Interest Payment Date. The amount of interest payable for any full quarterly interest period will be computed on the basis of a 360-day year of twelve 30-day months. The amount of interest payable for any period shorter than a full 90-day quarterly interest period for which interest is computed, will be computed on the basis of 30-day months and, for periods of less than a full calendar month, the actual number of days elapsed per 30-day month. In the event that any Interest Payment Date on the Debentures is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that if such Business Day is in the next succeeding calendar year, then such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Any such interest installment, including contingent interest, not punctually paid or duly provided for (excluding installments of interest (other than contingent interest) that are subject to an Extension Period) shall forthwith cease to be payable to the Holders on such Regular Record Date and shall be paid to the Person in whose name the Debenture is registered at the close of business on a special record date to be fixed by the Company for the payment of such defaulted interest, provided that no special record date shall be less than 10 days prior to the related payment date for such defaulted interest or may be paid at any time in any other lawful manner deemed practicable by the Trustee after notice thereof by the Company to the Trustee. (b) Subject to the accrual and record date provisions specified herein and in the Debenture, the Company shall pay contingent interest to the Holders during any quarterly period (a “Contingent Interest Period”) from March 15 to June 14, June 15 to September 14, September 15 to December 14 or December 15 to March 14, commencing with the Contingent Interest Period beginning June 15, 2009, if the average of the Trading Prices of the Trust PIERS or, following any Dissolution Event, the Debentures for the five consecutive Trading Days ending on the second Trading Day preceding such Contingent Interest Period (the “Five Trading Day Period”) equals 115% or more of the stated liquidation amount of the Trust PIERS or principal amount of the Debentures, as the case may be. (c) The amount of contingent interest payable in respect of any Contingent Interest Period will equal 0.125% of the average Trading Price of the Trust PIERS (or of the Debentures following any distribution of the Debentures to the holders of the Trust PIERS following a Dissolution Event) over the Five Trading Day Period preceding such Contingent Interest Period. Contingent interest shall only be paid in cash. Contingent interest, if any, will accrue and be payable to Holders in the same manner as regular cash interest as provided above. Regular cash interest will continue to accrue at the rate of 4.00% per year on the principal amount of the Debentures whether or not contingent interest is paid. (d) Upon a determination by the Company that Holders will be entitled to receive contingent interest which will become payable during a Contingent Interest Period, on or prior to the first day of such Contingent Interest Period, the Company shall deliver an Officer’s Certificate to the Trustee setting forth in a schedule the amount of such contingent interest per $50 principal amount of Debentures and shall issue a press release with respect to the amount of such contingent interest. For purposes of determining the amount of an interest payment on a Debenture on any given Interest Payment Date, the Trustee may assume that Holders are not entitled to receive contingent interest unless the Trustee has received an Officer’s Certificate stating that the condition for a Contingent Interest Period has been satisfied and specifying the amount of contingent interest payable per $50 principal amount of Debentures. (e) Interest on Debentures converted after the close of business on a Regular Record Date, but prior to the opening of business on the corresponding Interest Payment Date, will be paid to the Holder of such Debentures on the Regular Record Date but, upon conversion, the Holder must pay the Company the interest, including contingent interest, which has accrued and will be paid to the Holder on such Interest Payment Date in accordance with and subject to the penultimate paragraph of Section 7.02. No such payment by the Holder need be made with respect to Debentures in respect of which a Redemption Date has been declared that falls prior to or on such Interest Payment Date or in the case of Debentures surrendered for conversion after such Debentures have been called for redemption during an Extension Period.

Interest and Contingent Interest. (a) The Debentures shall notes will bear interest at a rate of 4.00% per annum (year. In addition, we will pay contingent interest to holders of the “Coupon Rate”) notes during the period commencing [ , 2012] and ending on the principal amount thereof[ , 2012] and for any six-month period thereafter, from and including December 15an interest payment date up to, 2004but excluding, the next interest payment date, if the average contingent interest trading price (as defined below) per $1,000 principal amount of the notes for the five-trading-day (as defined below) period ending on the third trading day immediately preceding the first day of such interest period equals 120% or more of the principal amount of the notes. During any interest period in which contingent interest shall be payable, the contingent interest payable quarterly per $1,000 principal amount of the notes will equal [0.25]% per annum of the average contingent interest trading price of $1,000 principal amount of notes during the five-trading-day measuring period ending on the third trading day immediately preceding the applicable interest period used to determine whether contingent interest must be paid. For so long as the notes are held in arrears book-entry only form, interest (including contingent interest and additional amounts, if any) will be payable on March 15, June 15, September 15 and December 15 of each year (each an “Interest Payment Date”), beginning March 15, 2005 payment date to the persons person in whose names the Debentures are name a given note is registered at the close of business on the business day next preceding before the Interest Payment Dateinterest payment date (each, a "record date"). If In the Trust PIERS event that the notes do not remain in book-entry only form and the Debentures or are not in the form of a Global Securityglobal certificate, the Company we will have the right to select record dates, which must will be at least one Business Day business day before an interest payment date. Interest Payment Date (whether or not a Business Day), immediately preceding such Interest Payment Date. The amount of interest payable for any full quarterly interest period will be computed calculated on the basis of a 360-day year consisting of twelve 30-day monthsmonths and will accrue from , 2007 or from the most recent date to which interest has been paid or duly provided for. The amount We will pay interest (including contingent interest and additional amounts, if any) semi-annually, in arrears on May 1 and November 1 of interest payable for each year, commencing on November 1, 2007. Contingent interest, if any, will accrue from the first day of any period shorter than a full 90-day quarterly relevant interest period for which interest is computed, will and be computed payable on the basis interest payment date at the end of 30the relevant six-day months and, for periods month period to holders of less than a full calendar month, the actual number notes as of days elapsed per 30-day monththe record date relating to such interest payment date. In the event of any determination that holders will be entitled to receive contingent interest with respect to an interest period, we will promptly (i) issue a press release and use our reasonable efforts to post such information on our website or otherwise publicly disclose this information or (ii) provide notice to the holders of the notes in a manner contemplated by the indenture, including through the facilities of DTC. 2 If, in connection with a payment of contingent interest, we determine that United States withholding tax may be required as described under "United States Federal Income Tax Considerations - Non-United States Holders," we will provide this information through a press release disseminated as provided above. "Contingent interest trading price" means, on any Interest Payment Date date of determination, the average of the secondary bid quotations per note obtained by the conversion agent for $5,000,000 principal amount of the notes at approximately 3:30 p.m., New York City time, on such determination date from three independent nationally recognized securities dealers we select; provided that, if at least three such bids cannot reasonably be obtained, but two such bids can reasonably be obtained, then the average of these two bids shall be used; provided, further, that, if at least two such bids cannot reasonably be obtained, but one such bid can reasonably be obtained, this one bid shall be used. If on any date of determination the conversion agent cannot reasonably obtain at least one bid for $5,000,000 principal amount of the notes from an independent nationally recognized securities dealer or, in our reasonable judgment, the bid quotations are not indicative of the secondary market value of the notes, then the contingent interest trading price of the notes on such date of determination will be (a) the applicable conversion rate of the notes (as defined below) multiplied by (b) the closing sale price of our common stock on such determination date. Upon conversion of a note, a holder will not receive any cash payment of interest (including contingent interest and additional amounts, if any) unless, as described below, such conversion occurs after a record date and prior to the interest payment date to which that record date relates or such conversion occurs during a registration default as described under "- Registration Rights" below. If we deliver common stock upon surrender of a note for conversion, we will not issue fractional common stock. Instead, we will pay cash in lieu of fractional shares based on the Debentures closing sale price of the common stock on the trading day immediately prior to the conversion date. Our delivery to a holder of the full amount of cash and common stock, if any, as described below under "- Payment upon Conversion," together with any cash payment for any fractional share, will be deemed to satisfy our obligation to pay: • the principal amount of the note; and • accrued but unpaid interest (including contingent interest and additional amounts, if any) to but excluding the conversion date. As a result, accrued but unpaid interest (including contingent interest and additional amounts, if any) up to but excluding the conversion date will be deemed to be paid in full rather than cancelled, extinguished or forfeited. For a general discussion of the U.S. federal income tax treatment upon receipt of our common stock upon conversion, see "Material U.S. Federal Income Tax Considerations." Notwithstanding the preceding paragraph, if notes are converted after the close of business on a record date but prior to the opening of business on the interest payment date to which that record date relates, holders of such notes at the close of business on the record date will receive the interest (including contingent interest and additional amounts, if any) payable on the notes on the corresponding interest payment date notwithstanding the conversion. Such notes, upon surrender for conversion, must be accompanied by funds equal to the amount of interest (including contingent interest and additional amounts, if any) payable on the notes so converted on the next succeeding interest payment date. However, no such payment need be made: • in connection with any conversion following the regular record date immediately preceding the maturity date; • if we have specified a redemption date that is after a record date and on or prior to the corresponding interest payment date; 3 • if we have specified a repurchase date or a fundamental change purchase date that is after a record date and on or prior to the corresponding interest payment date; or • to the extent of any overdue interest (including overdue contingent interest and additional amounts, if any) if overdue interest, contingent interest or additional amounts exist at the time of conversion with respect to such note. If any interest payment date, maturity date, redemption date, repurchase date or settlement date (including upon the occurrence of a fundamental change, as described below) falls on a day that is not a Business Daybusiness day, then the required payment of the interest payable on such date will be made on the next succeeding business day that is a Business Day (and without any interest or other payment in respect of any such delay), except that if such Business Day is in the next succeeding calendar year, then such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Any such the date that the payment was due, and no additional interest installment, including contingent interest, not punctually paid or duly provided for (excluding installments of interest (other than contingent interest) will accrue on that are subject to an Extension Period) shall forthwith cease to be payable to the Holders on such Regular Record Date and shall be paid to the Person in whose name the Debenture is registered at the close of business on a special record date to be fixed by the Company payment for the period from and after the interest payment of such defaulted interestdate, provided that no special record maturity date, redemption date shall be less than 10 days prior to the related payment date for such defaulted interest or may be paid at any time in any other lawful manner deemed practicable by the Trustee after notice thereof by the Company to the Trustee. (b) Subject to the accrual and record date provisions specified herein and in the Debenture, the Company shall pay contingent interest to the Holders during any quarterly period (a “Contingent Interest Period”) from March 15 to June 14, June 15 to September 14, September 15 to December 14 or December 15 to March 14, commencing with the Contingent Interest Period beginning June 15, 2009, if the average of the Trading Prices of the Trust PIERS or, following any Dissolution Event, the Debentures for the five consecutive Trading Days ending on the second Trading Day preceding such Contingent Interest Period (the “Five Trading Day Period”) equals 115% or more of the stated liquidation amount of the Trust PIERS or principal amount of the Debenturesrepurchase date, as the case may be, to that next succeeding business day. (c) The amount of contingent interest payable in respect of any Contingent Interest Period will equal 0.125% of the average Trading Price of the Trust PIERS (or of the Debentures following any distribution of the Debentures to the holders of the Trust PIERS following a Dissolution Event) over the Five Trading Day Period preceding such Contingent Interest Period. Contingent interest shall only be paid in cash. Contingent interest, if any, will accrue and be payable to Holders in the same manner as regular cash interest as provided above. Regular cash interest will continue to accrue at the rate of 4.00% per year on the principal amount of the Debentures whether or not contingent interest is paid. (d) Upon a determination by the Company that Holders will be entitled to receive contingent interest which will become payable during a Contingent Interest Period, on or prior to the first day of such Contingent Interest Period, the Company shall deliver an Officer’s Certificate to the Trustee setting forth in a schedule the amount of such contingent interest per $50 principal amount of Debentures and shall issue a press release with respect to the amount of such contingent interest. For purposes of determining the amount of an interest payment on a Debenture on any given Interest Payment Date, the Trustee may assume that Holders are not entitled to receive contingent interest unless the Trustee has received an Officer’s Certificate stating that the condition for a Contingent Interest Period has been satisfied and specifying the amount of contingent interest payable per $50 principal amount of Debentures. (e) Interest on Debentures converted after the close of business on a Regular Record Date, but prior to the opening of business on the corresponding Interest Payment Date, will be paid to the Holder of such Debentures on the Regular Record Date but, upon conversion, the Holder must pay the Company the interest, including contingent interest, which has accrued and will be paid to the Holder on such Interest Payment Date in accordance with and subject to the penultimate paragraph of Section 7.02. No such payment by the Holder need be made with respect to Debentures in respect of which a Redemption Date has been declared that falls prior to or on such Interest Payment Date or in the case of Debentures surrendered for conversion after such Debentures have been called for redemption during an Extension Period.

Interest and Contingent Interest. (a) The Debentures shall bear interest at a rate of 4.00% per annum (the “Coupon Rate”) on the principal amount thereof, from and including December 15June 13, 20042003, payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year (each an “Interest Payment Date”), beginning March September 15, 2005 2003 to the persons in whose names the Debentures are registered at the close of business on the day next preceding the Interest Payment Date. If the Trust PIERS do not remain in book-entry only form and the Debentures are not in the form of a Global Security, the Company will have the right to select record dates, which must be at least one Business Day before an Interest Payment Date (whether or not a Business Day), immediately preceding such Interest Payment Date. The amount of interest payable for any full quarterly interest period will be computed on the basis of a 360-day year of twelve 30-day months. The amount of interest payable for any period shorter than a full 90-day quarterly interest period for which interest is computed, will be computed on the basis of 30-day months and, for periods of less than a full calendar month, the actual number of days elapsed per 30-day month. In the event that any Interest Payment Date on the Debentures is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that if such Business Day is in the next succeeding calendar year, then such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Any such interest installment, including contingent interest, not punctually paid or duly provided for (excluding installments of interest (other than contingent interest) that are subject to an Extension Period) shall forthwith cease to be payable to the Holders on such Regular Record Date and shall be paid to the Person in whose name the Debenture is registered at the close of business on a special record date to be fixed by the Company for the payment of such defaulted interest, provided that no special record date shall be less than 10 days prior to the related payment date for such defaulted interest or may be paid at any time in any other lawful manner deemed practicable by the Trustee after notice thereof by the Company to the Trustee. (b) Subject to the accrual and record date provisions specified herein and in the Debenture, the Company shall pay contingent interest to the Holders during any quarterly period (a “Contingent Interest Period”) from March 15 to June 14, June 15 to September 14, September 15 to December 14 or December 15 to March 14, commencing with the Contingent Interest Period beginning June 15, 2009, if the average of the Trading Prices of the Trust PIERS or, following any Dissolution Event, the Debentures for the five consecutive Trading Days ending on the second Trading Day preceding such Contingent Interest Period (the “Five Trading Day Period”) equals 115% or more of the stated liquidation amount of the Trust PIERS or principal amount of the Debentures, as the case may be. (c) The amount of contingent interest payable in respect of any Contingent Interest Period will equal 0.125% of the average Trading Price of the Trust PIERS (or of the Debentures following any distribution of the Debentures to the holders of the Trust PIERS following a Dissolution Event) over the Five Trading Day Period preceding such Contingent Interest Period. Contingent interest shall only be paid in cash. Contingent interest, if any, will accrue and be payable to Holders in the same manner as regular cash interest as provided above. Regular cash interest will continue to accrue at the rate of 4.00% per year on the principal amount of the Debentures whether or not contingent interest is paid. (d) Upon a determination by the Company that Holders will be entitled to receive contingent interest which will become payable during a Contingent Interest Period, on or prior to the first day of such Contingent Interest Period, the Company shall deliver an Officer’s Certificate to the Trustee setting forth in a schedule the amount of such contingent interest per $50 principal amount of Debentures and shall issue a press release with respect to the amount of such contingent interest. For purposes of determining the amount of an interest payment on a Debenture on any given Interest Payment Date, the Trustee may assume that Holders are not entitled to receive contingent interest unless the Trustee has received an Officer’s Certificate stating that the condition for a Contingent Interest Period has been satisfied and specifying the amount of contingent interest payable per $50 principal amount of Debentures. (e) Interest on Debentures converted after the close of business on a Regular Record Date, but prior to the opening of business on the corresponding Interest Payment Date, will be paid to the Holder of such Debentures on the Regular Record Date but, upon conversion, the Holder must pay the Company the interest, including contingent interest, which has accrued and will be paid to the Holder on such Interest Payment Date in accordance with and subject to the penultimate paragraph of Section 7.02. No such payment by the Holder need be made with respect to Debentures in respect of which a Redemption Date has been declared that falls prior to or on such Interest Payment Date or in the case of Debentures surrendered for conversion after such Debentures have been called for redemption during an Extension Period.

Interest and Contingent Interest. (a) The Debentures shall notes bear interest at a rate of 4.003.375% per annum (year. In addition, we will pay contingent interest to holders of notes during the “Coupon Rate”) period commencing May 20, 2012 and ending on the principal amount thereofNovember 14, 2012 and for any six-month period thereafter, from and including December 15an interest payment date up to, 2004but excluding, the next interest payment date, if the average contingent interest trading price (as defined below) per $1,000 principal amount of the notes for the five-consecutive-trading-day period ending on the third trading day (as defined below) immediately preceding the first day of such interest period equals 120% or more of the principal amount of the notes. During any interest period in which contingent interest shall be payable, the contingent interest payable quarterly per $1,000 principal amount of the notes will equal 0.25% per annum of the average contingent interest trading price of $1,000 principal amount of notes during the five-consecutive-trading-day period ending on the third trading day immediately preceding the first day of the applicable interest period used to determine whether contingent interest must be paid. For so long as the notes are held in arrears book-entry only form, interest (including contingent interest, additional interest and additional amounts, if any) will be payable on March 15, June 15, September 15 and December 15 of each year (each an “Interest Payment Date”), beginning March 15, 2005 interest payment date to the persons person in whose names the Debentures are name a given note is registered at the close of business on the business day next preceding before the Interest Payment Dateinterest payment date (each, a “record date”). If In the Trust PIERS event that the notes do not remain in book-entry only form and the Debentures or are not in the form of a Global Securityglobal certificate, the Company we will have the right to select record dates, which must will be at least one Business Day business day before an interest payment date. Interest Payment Date (whether or not a Business Day), immediately preceding such Interest Payment Date. The amount of interest payable for any full quarterly interest period will be computed calculated on the basis of a 360-day year consisting of twelve 30-day months. The amount of interest payable for any period shorter than a full 90-day quarterly interest period for months and will accrue from May 30, 2007 or from the most recent date to which interest is computed, has been paid or duly provided for. We will be computed on the basis of 30-day months and, for periods of less than a full calendar month, the actual number of days elapsed per 30-day month. In the event that any Interest Payment Date on the Debentures is not a Business Day, then payment of the pay interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that if such Business Day is in the next succeeding calendar year, then such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Any such interest installment, including contingent interest, not punctually paid or duly provided for (excluding installments additional interest and additional amounts, if any) semi-annually, in arrears on May 15 and November 15 of interest (other than contingent interest) that are subject to an Extension Period) shall forthwith cease to be payable to the Holders on such Regular Record Date and shall be paid to the Person in whose name the Debenture is registered at the close of business on a special record date to be fixed by the Company for the payment of such defaulted interest, provided that no special record date shall be less than 10 days prior to the related payment date for such defaulted interest or may be paid at any time in any other lawful manner deemed practicable by the Trustee after notice thereof by the Company to the Trustee. (b) Subject to the accrual and record date provisions specified herein and in the Debenture, the Company shall pay contingent interest to the Holders during any quarterly period (a “Contingent Interest Period”) from March 15 to June 14, June 15 to September 14, September 15 to December 14 or December 15 to March 14each year, commencing with the Contingent Interest Period beginning June on November 15, 2009, if the average of the Trading Prices of the Trust PIERS or, following any Dissolution Event, the Debentures for the five consecutive Trading Days ending on the second Trading Day preceding such Contingent Interest Period (the “Five Trading Day Period”) equals 115% or more of the stated liquidation amount of the Trust PIERS or principal amount of the Debentures, as the case may be. (c) The amount of contingent interest payable in respect of any Contingent Interest Period will equal 0.125% of the average Trading Price of the Trust PIERS (or of the Debentures following any distribution of the Debentures to the holders of the Trust PIERS following a Dissolution Event) over the Five Trading Day Period preceding such Contingent Interest Period. Contingent interest shall only be paid in cash2007. Contingent interest, if any, will accrue from and including the first day of any relevant interest period to but excluding, and be payable to Holders in on, the same manner as regular cash interest as provided above. Regular cash interest will continue to accrue payment date at the rate end of 4.00% per year on the principal amount such interest period to holders of notes as of the Debentures whether or not contingent record date relating to such interest is paid. (d) Upon a payment date. In the event of any determination by the Company that Holders holders will be entitled to receive contingent interest which with respect to an interest period, we will become payable during a Contingent Interest Period, on or prior to the first day of such Contingent Interest Period, the Company shall deliver an Officer’s Certificate to the Trustee setting forth in a schedule the amount of such contingent interest per $50 principal amount of Debentures and shall promptly (i) issue a press release with respect and use our reasonable efforts to post such information on our website or otherwise publicly disclose this information or (ii) provide notice to the amount holders of such contingent interest. For purposes of determining notes in a manner contemplated by the amount of an interest payment on a Debenture on any given Interest Payment Date, the Trustee may assume that Holders are not entitled to receive contingent interest unless the Trustee has received an Officer’s Certificate stating that the condition for a Contingent Interest Period has been satisfied and specifying the amount of contingent interest payable per $50 principal amount of Debentures. (e) Interest on Debentures converted after the close of business on a Regular Record Date, but prior to the opening of business on the corresponding Interest Payment Date, will be paid to the Holder of such Debentures on the Regular Record Date but, upon conversion, the Holder must pay the Company the interestindenture, including contingent interest, which has accrued and will be paid to through the Holder on such Interest Payment Date in accordance with and subject to the penultimate paragraph facilities of Section 7.02. No such payment by the Holder need be made with respect to Debentures in respect of which a Redemption Date has been declared that falls prior to or on such Interest Payment Date or in the case of Debentures surrendered for conversion after such Debentures have been called for redemption during an Extension PeriodDTC.

Interest and Contingent Interest. (a) The Debentures Convertible Subordinated Notes will bear cash interest on the Original Principal Amount at the rate of 3.75% per year from the Issue Date, or from the most recent date to which interest has been paid or provided for, until August 1, 2010. During such period, the Company will pay cash interest semiannually in arrears on each Interest Payment Date to holders of record at the close of business on each Regular Record Date immediately preceding such Interest Payment Date. Each payment of cash interest on the Convertible Subordinated Notes will include interest (including Contingent Interest, if any) and Liquidated Damages, if any, accrued through the day immediately preceding the most recent Interest Payment Date (or the Repurchase Date, Redemption Date, the Designated Event Payment Date or, in certain circumstances, the Conversion Date, as the case may be). Any payment required to be made on any day that is not a business day will be made on the next succeeding business day. (b) Until August 1, 2010, the accreted principal amount (the "Accreted Principal Amount") of a Convertible Subordinated Note will be equal to the Original Principal Amount of $1,000. Beginning August 1, 2010, the Convertible Subordinated Note shall not bear interest, except as specified in this paragraph or in Section 4.10 of the Indenture. From such date, the Original Principal Amount shall commence increasing daily by the annual rate of 3.75% to produce the Accreted Principal Amount. The Accreted Principal Amount will compound semiannually, not daily. On the Maturity Date, the holder of this Convertible Subordinated Note will receive $1,620.91 for each $1,000 Original Principal Amount of Convertible Subordinated Notes, which is the fully Accreted Principal Amount of this Convertible Subordinated Note on such date, unless the Convertible Subordinated Note has been earlier redeemed, repurchased or converted, which for each $1,000 Original Principal Amount will be equal to such Original Principal Amount of $1,000 per Convertible Subordinated Note increased daily by 3.75% per year as provided in the Indenture. The yield will be calculated using a 360-day year composed of twelve 30-day months. If the Accreted Principal Amount hereof or any portion of such Accreted Principal Amount is not paid when due (whether upon acceleration pursuant to Section 6.02 of the Indenture, upon the date set for payment of the Redemption Price pursuant to paragraph 6 hereof, upon the date set for payment of the Repurchase Price or Designated Event Payment pursuant to paragraph 7 hereof or upon the Maturity Date of this Convertible Subordinated Note) or if installments of cash interest due hereon are not paid when due in accordance with this paragraph, then in each such case the overdue amount shall, to the extent permitted by law, bear interest at a rate of 4.003.75% per annum year, as the case may be, in effect following the date such overdue amount was due, compounded semiannually, which interest shall accrue from the date such overdue amount was originally due to the date payment of such amount, including interest thereon, has been made or duly provided for. All such interest shall be payable on demand. The accrual of such interest on overdue amounts shall be in lieu of, and not in addition to, any subsequent increase in the Accreted Principal Amount. (c) The Company will pay contingent interest ("Contingent Interest") to the “Coupon Rate”) holders of the Convertible Subordinated Notes in respect of any six-month interest period from August 1 to January 31 or from February 1 to July 31, commencing on or after August 1, 2008 for which the average Trading Price of a Convertible Subordinated Notes for the applicable five trading day reference period equals or exceeds 120% or more of the sum of the Accreted Principal Amount and accrued interest, if any, for a Convertible Subordinated Note as of the day immediately preceding the first day of the applicable six-month interest period. The "five trading day reference period" means the five trading days ending on the third trading day immediately preceding the relevant six-month interest period. For any six-month interest period in respect of which Contingent Interest is payable, the Contingent Interest payable on each $1,000 principal amount thereofof Notes shall equal 0.5% of the Original Principal Amount. No Contingent Interest shall be payable on Convertible Subordinated Notes redeemed pursuant to this paragraph 6 on August 7, from 2008 (or, if August 7, 2008 is not a business day, on the next following business day). Upon determination that holders will be entitled to receive Contingent Interest in respect of a six-month period which may become payable, the Company shall notify the holders. In connection with providing such notice, the Company will issue a press release containing information regarding the Contingent Interest determination or publish such information on the Company's then existing website or through such other public medium as the Company may use at that time. (d) Interest, including Contingent Interest, if any, on any Convertible Subordinated Note that is payable, and including December 15is punctually paid or duly provided for, 2004, payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year (each an “any Interest Payment Date”), beginning March 15, 2005 Date shall be paid to the persons person in whose names the Debentures are name that Convertible Subordinated Note is registered at the close of business on the day next preceding Regular Record Date for such interest or Contingent Interest, if any, at the Interest Payment Date. If the Trust PIERS do not remain in book-entry only form and the Debentures are not in the form office or agency of a Global Security, the Company will have maintained for such purpose. Each installment of interest or Contingent Interest, if any, on any Convertible Subordinated Note shall be paid in same-day funds by transfer to an account maintained by the right to select record dates, which must be at least one Business Day before an Interest Payment Date payee located inside the United States. (whether or not a Business Day), immediately preceding such Interest Payment Date. e) The amount of interest interest, including Contingent Interest, if any, payable for any full quarterly interest period will shall be computed on the basis of a 360-day year of twelve 30-day months. The amount of interest interest, including Contingent Interest, if any, payable for any partial period shorter than a full 90-day quarterly interest period for which interest is computed, will shall be computed on the basis of a 360-day year of twelve 30-day months and, for periods of less than a full calendar month, and the actual number of days elapsed per 30-day in any partial month. In the event that any Interest Payment Date date on the Debentures which interest is payable on a Convertible Subordinated Note is not a Business Daybusiness day, then a payment of the interest interest, including Contingent Interest, if any, payable on such date will be made on the next succeeding day that which is a Business Day business day (and without any interest or other payment in respect of any such delay), except that if such Business Day is in the next succeeding calendar year, then such payment shall be made on the immediately preceding Business Day, in each case ) with the same force and effect as if made on such date. Any such interest installment, including contingent interest, not punctually paid or duly provided for (excluding installments of interest (other than contingent interest) that are subject to an Extension Period) shall forthwith cease to be payable to the Holders on such Regular Record Date and shall be paid to the Person in whose name the Debenture is registered at the close of business on a special record date to be fixed by the Company for the payment of such defaulted interest, provided that no special record date shall be less than 10 days prior to the related payment date for such defaulted interest or may be paid at any time in any other lawful manner deemed practicable by the Trustee after notice thereof by the Company to the Trusteewas originally payable. (b) Subject to the accrual and record date provisions specified herein and in the Debenture, the Company shall pay contingent interest to the Holders during any quarterly period (a “Contingent Interest Period”) from March 15 to June 14, June 15 to September 14, September 15 to December 14 or December 15 to March 14, commencing with the Contingent Interest Period beginning June 15, 2009, if the average of the Trading Prices of the Trust PIERS or, following any Dissolution Event, the Debentures for the five consecutive Trading Days ending on the second Trading Day preceding such Contingent Interest Period (the “Five Trading Day Period”) equals 115% or more of the stated liquidation amount of the Trust PIERS or principal amount of the Debentures, as the case may be. (c) The amount of contingent interest payable in respect of any Contingent Interest Period will equal 0.125% of the average Trading Price of the Trust PIERS (or of the Debentures following any distribution of the Debentures to the holders of the Trust PIERS following a Dissolution Event) over the Five Trading Day Period preceding such Contingent Interest Period. Contingent interest shall only be paid in cash. Contingent interest, if any, will accrue and be payable to Holders in the same manner as regular cash interest as provided above. Regular cash interest will continue to accrue at the rate of 4.00% per year on the principal amount of the Debentures whether or not contingent interest is paid. (d) Upon a determination by the Company that Holders will be entitled to receive contingent interest which will become payable during a Contingent Interest Period, on or prior to the first day of such Contingent Interest Period, the Company shall deliver an Officer’s Certificate to the Trustee setting forth in a schedule the amount of such contingent interest per $50 principal amount of Debentures and shall issue a press release with respect to the amount of such contingent interest. For purposes of determining the amount of an interest payment on a Debenture on any given Interest Payment Date, the Trustee may assume that Holders are not entitled to receive contingent interest unless the Trustee has received an Officer’s Certificate stating that the condition for a Contingent Interest Period has been satisfied and specifying the amount of contingent interest payable per $50 principal amount of Debentures. (e) Interest on Debentures converted after the close of business on a Regular Record Date, but prior to the opening of business on the corresponding Interest Payment Date, will be paid to the Holder of such Debentures on the Regular Record Date but, upon conversion, the Holder must pay the Company the interest, including contingent interest, which has accrued and will be paid to the Holder on such Interest Payment Date in accordance with and subject to the penultimate paragraph of Section 7.02. No such payment by the Holder need be made with respect to Debentures in respect of which a Redemption Date has been declared that falls prior to or on such Interest Payment Date or in the case of Debentures surrendered for conversion after such Debentures have been called for redemption during an Extension Period.

Interest and Contingent Interest. (a) The Debentures shall Each Debenture will bear interest at a rate of 4.00% per annum of 4.375% (the “"Coupon Rate”") on of the principal amount thereof, at maturity of $50 per Debenture from and including December 15February 26, 20042004 to, but excluding, the Stated Maturity, payable quarterly in arrears on March 151, June 151, September 15 1, and December 15 1 of each year (each each, an “"Interest Payment Date”"), beginning March 15commencing on June 1, 2005 to 2004. (b) Interest not paid on the persons in whose names scheduled Interest Payment Date will accrue and compound quarterly at the Coupon Rate. (c) The regular record dates for the Debentures (the "Regular Record Dates") shall be: (i) as long as the Debentures are registered at represented by a Global Debenture, the close Business Day preceding the corresponding Interest Payment Date; or (ii) if the Debentures are issued in definitive form, the fifteenth day of business on the day next month preceding the Interest Payment Date. If the Trust PIERS do not remain in book-entry only form and the Debentures are not in the form of a Global Security, the Company will have the right Date to select record dates, which must be at least one Business Day before an Interest Payment Date it applies. (whether or not a Business Day), immediately preceding such Interest Payment Date. d) The amount of interest payable on the Debentures for any period will be computed: (i) for any full 90-day quarterly interest period will be computed period, on the basis of a 360-day year of twelve 30-day months. The amount of interest payable ; (ii) for any period shorter than a full 90-90- day quarterly interest period for which interest is computedperiod, will be computed on the basis of a 30-day months month; and, (iii) for periods of less any period shorter than a full calendar 30-day month, on the basis of the actual number of days elapsed per in the 30-day month. In the event that any Interest Payment Date date on which interest is payable on the Debentures is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without any additional interest or other payment in respect of any such delay), except that that, if such Business Day is in the next succeeding calendar year, then such payment shall will be made on the immediately preceding Business Day, in each case Day with the same force and effect as if made on the date such date. Any such interest installment, including contingent interest, not punctually paid or duly provided for (excluding installments of interest (other than contingent interest) that are subject to an Extension Period) shall forthwith cease to be payable to the Holders on such Regular Record Date and shall be paid to the Person in whose name the Debenture is registered at the close of business on a special record date to be fixed by the Company for the payment of such defaulted interest, provided that no special record date shall be less than 10 days prior to the related payment date for such defaulted interest or may be paid at any time in any other lawful manner deemed practicable by the Trustee after notice thereof by the Company to the Trusteewas originally payable. (be) Subject to the accrual and record date provisions specified herein and in the Debenture, the Company shall pay contingent interest ("Contingent Interest") to the Holders during any quarterly period (a “"Contingent Interest Period”") from March 15 1 to June 14May 31, June 15 1 to September 14August 31, September 15 1 to December 14 November 31 or December 15 1 to March 14February 28 (or February 29 in a leap year), other than the Contingent Interest Period beginning on December 1, 2033, commencing with the Contingent Interest Period beginning June 15March 1, 20092007, if the average of the Trading Prices of the Trust PIERS or, following any Dissolution Event, the Debentures for the five consecutive Trading Days ending on immediately preceding the second first Trading Day preceding of such Contingent Interest Period equals $65 or more. (f) Subject to the “Five Trading Day Period”) equals 115% or more of accrual and record date provisions specified herein and in the stated liquidation amount Debenture, if the Debentures have been distributed to the Holders of the Trust PIERS or principal amount PIERS, then the Company will pay Contingent Interest during any Contingent Interest Period, other than the Contingent Interest Period beginning on December 1, 2033, commencing with the Contingent Interest Period beginning on March 1, 2007, if the average of the Debentures, as aggregate Trading Prices of the case may beDebentures and Warrants for the five consecutive Trading Days immediately preceding the first Trading Day of such Contingent Interest Period equals $65 or more. (cg) The amount of contingent interest Contingent Interest payable in respect of any Contingent Interest Period will equal 0.125% $0.08 per $50 principal amount at maturity of Debentures (the average Trading Price of the Trust PIERS (or of the Debentures following any distribution of the Debentures to the holders of the Trust PIERS following a Dissolution Event) over the Five Trading Day Period preceding "Contingent Interest"), and such Contingent Interest Period. Contingent interest shall only be paid in cash. Contingent interest, if any, will accrue and be payable to Holders in the same manner as regular cash interest as provided above. Regular cash interest will continue to accrue at the rate of 4.004.375% per year on the principal amount of the Debentures whether or not contingent interest Contingent Interest is paid. (dh) Upon In the event of a determination Change of Control, the Coupon Rate will be reset to be equal to the "Reset Rate" on the Trust PIERS, which will be the greater of (i) 7.410% per annum and (ii) the rate determined by a reference agent selected by the Company as the market yield at that Holders time for a non-convertible trust preferred security representing subordinated debt of the surviving entity with substantially the same terms and conditions as the Trust PIERS will be entitled to receive contingent interest which will become payable during a Contingent Interest Periodhave after the Change of Control, on or prior other than (x) the terms and condition set out in Section 4(e)(i) of Annex I to the first day Declaration allowing for immediate redemption on a Third-Party Change of such Contingent Interest Period, Control and (y) the Company shall deliver an Officer’s Certificate terms and conditions set out in Section 2(c) of Annex I to the Trustee setting forth in a schedule the amount of such contingent interest per $50 principal amount of Debentures and shall issue a press release Declaration with respect to the amount payment of such contingent interest. For purposes of determining the amount of an interest payment on a Debenture on any given Interest Payment Date, the Trustee may assume that Holders are not entitled to receive contingent interest unless the Trustee has received an Officer’s Certificate stating that the condition for a Contingent Interest Period has been satisfied and specifying the amount of contingent interest payable per $50 principal amount of DebenturesDistributions. (e) Interest on Debentures converted after the close of business on a Regular Record Date, but prior to the opening of business on the corresponding Interest Payment Date, will be paid to the Holder of such Debentures on the Regular Record Date but, upon conversion, the Holder must pay the Company the interest, including contingent interest, which has accrued and will be paid to the Holder on such Interest Payment Date in accordance with and subject to the penultimate paragraph of Section 7.02. No such payment by the Holder need be made with respect to Debentures in respect of which a Redemption Date has been declared that falls prior to or on such Interest Payment Date or in the case of Debentures surrendered for conversion after such Debentures have been called for redemption during an Extension Period.