Common use of MANDATORY CONVERSION OF SHARES INTO COMMON STOCK Clause in Contracts

MANDATORY CONVERSION OF SHARES INTO COMMON STOCK. At any time on or after February 15, 2004, the Company may at its option cause the Depositary Shares, in whole or part from time to time, to be automatically converted into shares of Common Stock. On any such date fixed for mandatory conversion of the Shares by the Issuer (the "Mandatory Conversion Date"), Shares represented by Depositary Shares shall be mandatorily converted, and such Depositary Shares shall be deemed no longer outstanding and all rights of the Owners of the Receipts evidencing such Depositary Shares (except the right to receive (i) the shares of common stock, par value $0.025 per share (the "Common Stock") of the Issuer to which such Owner is entitled upon conversion, (ii) any cash payable with respect to any fractional shares of Common Stock otherwise deliverable by the Depositary upon conversion, (iii) any cash or Common Stock in payment of accrued and unpaid dividends on such Shares as and when paid in accordance with the Certificate of Designation payable to an Owner as of a prior date and (iv) any other securities, property or cash to which such Owner is entitled hereunder) shall cease and terminate. Upon surrender of the Receipts evidencing such Depositary Shares at the Corporate Trust Office or at such office or to such agent of the Depositary as the Depositary may designate for such purpose (properly endorsed or assigned for transfer, as the Depositary or such agent shall so require), such Depositary Shares shall be converted into (i) a number of shares of Common Stock per Depositary Share equal to one one-hundredth of the number (including fractional shares) of shares of Common Stock which each Share converted into at the applicable rate specified in the Certificate of Designation, subject to adjustment as provided in the Certificate of Designation, (ii) cash in lieu of fractional shares of Common Stock otherwise deliverable by the Depositary upon such conversion, calculated in accordance with Section 4.12 hereof, (iii) any cash or Common Stock in payment of accrued and unpaid dividends on such Shares as and when paid in accordance with the Certificate of Designation payable to an Owner as of a prior date and (iv) the right to receive any other securities, property or cash to which Owners are entitled hereunder. On the Mandatory Conversion Date (or such later date as dividends on the Shares subject to conversion are paid as provided below in the case of clause (iii) below), for each Owner of a Receipt or Receipts, the Issuer shall deposit with the Depositary (i) certificates for the number of shares of Common Stock and (ii) the amount of cash in lieu of fractional shares determined as set forth in the preceding paragraph into which the Depositary Shares evidenced by such Receipt or Receipts shall convert on the Mandatory Conversion Date (assuming proper surrender of such Receipt or Receipts to the Depositary or any of its agents) and (iii) any cash or Common Stock in payment of accrued and unpaid dividends on such Shares as and when paid in accordance with the Certificate of Designation. With respect to Owners which hold a Receipt or Receipts evidencing more than one Depositary Share on the Mandatory Conversion Date, the number of shares of Common Stock and the amount of cash in lieu of fractional shares to be deposited by the Issuer with the Depositary on that date shall be computed on the basis of the aggregate number of Depositary Shares evidenced by such Receipt or Receipts. The Depositary shall as promptly as practicable deliver to each Owner of a Receipt or Receipts which properly delivers such Receipt or Receipts to the Depositary or any of its agents certificates for the number of shares of Common Stock and the amount of cash, without interest, to which such Owner is entitled pursuant to the preceding provisions. Pursuant to Section 4.12 hereof, no fractional shares of Common Stock will be delivered by the Depositary in connection with mandatory conversion of Shares represented by Depositary Shares on the Mandatory Conversion Date.

MANDATORY CONVERSION OF SHARES INTO COMMON STOCK. At any time on or after February 15, 2004, the Company may at its option cause the Depositary Shares, in whole or part from time to time, to be automatically converted into shares of Common Stock. On any such date fixed for mandatory conversion of the Shares by the Issuer (the "Mandatory Conversion Date"), Shares represented by Depositary Shares shall be mandatorily converted, and such Depositary Shares shall be deemed no longer outstanding and all rights of the Owners of the Receipts evidencing such Depositary Shares (except the right to receive (i) the shares of common stock, par value $0.025 per share (the "Common Stock") of the Issuer to which such Owner is entitled upon conversion, (ii) any cash payable with respect to any fractional shares of Common Stock otherwise deliverable by the Depositary upon conversion, (iii) any cash or Common Stock in payment of accrued and unpaid dividends on such Shares as and when paid in accordance with the Certificate of Designation payable to an Owner as of a prior date and (iv) any other securities, property or cash to which such Owner is entitled hereunder) shall cease and terminate. Upon surrender of the Receipts evidencing such Depositary Shares at the Corporate Trust Office or at such office or to such agent of the Depositary as the Depositary may designate for such purpose (properly endorsed or assigned for transfer, as the Depositary or such agent shall so require), such Depositary Shares shall be converted into (i) a number of shares of Common Stock per Depositary Share equal to one one-hundredth of the number (including fractional shares) of shares of Common Stock which each Share converted into at the applicable rate specified in the Certificate of Designation, subject to adjustment as provided in the Certificate of Designation, (ii) cash in lieu of fractional shares of Common Stock otherwise deliverable by the Depositary upon such conversion, calculated in accordance with Section 4.12 hereof, (iii) any cash or Common Stock in payment of accrued and unpaid dividends on such Shares as and when paid in accordance with the Certificate of Designation payable to an Owner as of a prior date and (iv) the right to receive any other securities, property or cash to which Owners are entitled hereunder. On the Mandatory Conversion Date (or such later date as dividends on the Shares subject to conversion are paid as provided below in the case of clause (iii) below), for each Owner of a Receipt or Receipts, the Issuer shall deposit with the Depositary (i) certificates for the number of shares of Common Stock and (ii) the amount of cash in lieu of fractional shares determined as set forth in the preceding paragraph into which the Depositary Shares evidenced by such Receipt or Receipts shall convert on the Mandatory Conversion Date (assuming proper surrender of such Receipt or Receipts to the Depositary or any of its agents) and (iii) any cash or Common Stock in payment of accrued and unpaid dividends on such Shares as and when paid in accordance with the Certificate of Designation. With respect to Owners which hold a Receipt or Receipts evidencing more than one Depositary Share on the Mandatory Conversion Date, the number of shares of Common Stock and the amount of cash in lieu of fractional shares to be deposited by the Issuer with the Depositary on that date shall be computed on the basis of the aggregate number of Depositary Shares evidenced by such Receipt or Receipts. The Depositary shall as promptly as practicable deliver to each Owner of a Receipt or Receipts which properly delivers such Receipt or Receipts to the Depositary or any of its agents certificates for the number of shares of Common Stock and the amount of cash, without interest, to which such Owner is entitled pursuant to the preceding provisions. Pursuant to Section 4.12 hereof, no fractional shares of Common Stock will be delivered by the Depositary in connection with mandatory conversion of Shares represented by Depositary Shares on the Mandatory Conversion Date.

MANDATORY CONVERSION OF SHARES INTO COMMON STOCK. At any time on or after February 15, 2004, On the Company may at its option cause the Depositary Shares, in whole or part from time to time, to be automatically converted into shares of Common Stock. On any such date fixed for mandatory conversion of the Shares by the Issuer Certificate of Designation (the "Mandatory Conversion Date"), all then outstanding Shares other than Shares represented by Depositary Shares shall mandatorily convert into (i) shares of common stock, par value $0.05 per share (the "Common Stock"), of the Issuer at the applicable rate specified in the Certificate of Designation, (ii) cash in lieu of fractional shares of Common Stock otherwise deliverable by the Issuer upon such conversion and (iii) the right to receive amounts in cash equal to all accrued and unpaid dividends on such Shares to the Mandatory Conversion Date (other than previously declared dividends payable to a holder of record of the Shares as of a prior date), all as provided in and subject to the Certificate of Designation. From and after the Mandatory Conversion Date, Shares represented by Depositary Shares shall also be mandatorily manditorily converted, and such Depositary Shares shall be deemed no longer outstanding and all rights of the Owners of the Receipts evidencing such Depositary Shares (except the right to receive (i) the shares of common stock, par value $0.025 per share (the "Common Stock") of the Issuer Stock to which such Owner is entitled upon conversion, (ii) any cash payable with respect to any fractional shares of Common Stock otherwise deliverable by the Depositary upon conversion, (iii) any cash or Common Stock in payment of for accrued and unpaid dividends on such Shares as and when paid in accordance with the Certificate of Designation (other than previously declared dividends payable to an Owner as of a prior date date) and (iv) any other securities, property or cash to which such Owner is entitled hereunderunder the Deposit Agreement) shall cease and terminate. Upon surrender of the Receipts evidencing such Depositary Shares at the Corporate Trust Office or at such office or to such agent of the Depositary as the Depositary may designate for such purpose (properly endorsed or assigned for transfer, as the Depositary or such agent shall so require), such Depositary Shares shall be converted into into, subject to adjustment as provided in the Certificate of Designation and the Deposit Agreement, (i) a number of shares of Common Stock per Depositary Share equal to one one-five hundredth of the number (including fractional shares) of shares of Common Stock which each Share converted into at the applicable rate specified in the Certificate of Designation, subject to adjustment as provided in the Certificate of Designation, (ii) cash in lieu of fractional shares of Common Stock otherwise deliverable by the Depositary upon such conversion, calculated in accordance with Section 4.12 hereofof the Deposit Agreement, (iii) the right to receive cash for any cash or Common Stock in payment of accrued and unpaid dividends on the Shares represented by such Depositary Shares as and when paid in accordance with the Certificate of Designation (other than previously declared dividends payable to an Owner as of a prior date date) and (iv) the right to receive any other securities, property or cash to which Owners are entitled hereunderunder the Deposit Agreement. On the Mandatory Conversion Date (or such later date as dividends on the Shares subject to conversion are paid as provided below in the case of clause (iii) below)Date, for each Owner of a Receipt or Receipts, the Issuer shall deposit with the Depositary (i) certificates for the number of shares of Common Stock and (ii) the amount of cash in lieu of fractional shares determined as set forth in the preceding paragraph into which the Depositary Shares evidenced by such Receipt or Receipts shall convert on the Mandatory Conversion Date (assuming proper surrender of such Receipt or Receipts to the Depositary or any of its agents) and (iii) any subject to the Certificate of Designation, an amount in cash or Common Stock in payment of equal to all accrued and unpaid dividends on the Shares represented by such Depositary Shares to the Mandatory Conversion Date (other than previously declared dividends payable to an Owner as and when paid in accordance with the Certificate of Designationa prior date). With respect to Owners which hold a Receipt or Receipts evidencing more than one Depositary Share on the Mandatory Conversion DateDay, the number of shares of Common Stock and the amount of cash in lieu of fractional shares to be deposited by the Issuer with the Depositary on that date shall be computed on the basis of the aggregate number of Depositary Shares evidenced by such Receipt or Receipts. The Using such shares of Common Stock and cash, the Depositary shall as promptly as practicable deliver to each Owner of a Receipt or Receipts which properly delivers such Receipt or Receipts to the Depositary or any of its agents certificates for the number of shares of Common Stock and the amount of cash, without interest, to which such Owner is entitled pursuant to the preceding provisions. Pursuant to Section 4.12 hereof, no No fractional shares of Common Stock will be delivered by the Depositary in connection with mandatory conversion of Shares represented by Depositary Shares on the Mandatory Conversion Date.

MANDATORY CONVERSION OF SHARES INTO COMMON STOCK. At any time on or after February 15, 2004, On the Company may at its option cause the Depositary Shares, in whole or part from time to time, to be automatically converted into shares of Common Stock. On any such date fixed for mandatory conversion of the Shares by the Issuer Certificate of Designation (the "Mandatory Conversion Date"), Shares represented by Depositary Shares shall be mandatorily converted, and such Depositary Shares shall be deemed no longer outstanding and all rights of the Owners of the Receipts evidencing such Depositary Shares (except the right to receive (i) the shares of common stock, par value $0.025 per share (the "Common Stock") of the Issuer Stock to which such Owner is entitled upon conversion, (ii) any cash payable with respect to any fractional shares of Common Stock otherwise deliverable by the Depositary upon conversion, (iii) any cash or Common Stock in payment of for accrued and unpaid dividends on such Shares as and when paid in accordance with the Certificate of Designation (other than previously declared dividends payable to an Owner as of a prior date date) and (iv) any other securities, property or cash to which such Owner is entitled hereunderunder the Deposit Agreement) shall cease and terminate. Upon surrender of the Receipts evidencing such Depositary Shares at the Corporate Trust Office or at such office or to such agent of the Depositary as the Depositary may designate for such purpose (properly endorsed or assigned for transfer, as the Depositary or such agent shall so require), such Depositary Shares shall be converted into into, subject to adjustment as provided in the Certificate of Designation and the Deposit Agreement, (i) a number of shares of Common Stock per Depositary Share equal to one one-one hundredth of the number (including fractional shares) of shares of Common Stock which each Share converted into at the applicable rate specified in the Certificate of Designation, subject to adjustment as provided in the Certificate of Designation, (ii) cash in lieu of fractional shares of Common Stock otherwise deliverable by the Depositary upon such conversion, calculated in accordance with Section 4.12 hereof4.11 of the Deposit Agreement, (iii) the right to receive cash for any cash or Common Stock in payment of accrued and unpaid dividends on the Shares represented by such Depositary Shares as and when paid in accordance with the Certificate of Designation (other than previously declared dividends payable to an Owner as of a prior date date) and (iv) the right to receive any other securities, property or cash to which Owners are entitled hereunderunder the Deposit Agreement. On the Mandatory Conversion Date (or such later date as dividends on the Shares subject to conversion are paid as provided below in the case of clause (iii) below)Date, for each Owner of a Receipt or Receipts, the Issuer shall deposit with the Depositary (i) certificates for the number of shares of Common Stock and (ii) the amount of cash in lieu of fractional shares determined as set forth in the preceding paragraph into which the Depositary Shares evidenced by such Receipt or Receipts shall convert on the Mandatory Conversion Date (assuming proper surrender of such Receipt or Receipts to the Depositary or any of its agents) and (iii) any cash or Common Stock in payment of accrued and unpaid dividends on such Shares as and when paid in accordance with the Certificate of Designation. With respect to Owners which hold a Receipt or Receipts evidencing more than one Depositary Share on the Mandatory Conversion Date, the number of shares of Common Stock and the amount of cash in lieu of fractional shares to be deposited by the Issuer with the Depositary on that date shall be computed on the basis of the aggregate number of Depositary Shares evidenced by such Receipt or Receipts. The Depositary shall as promptly as practicable deliver to each Owner of a Receipt or Receipts which properly delivers such Receipt or Receipts to the Depositary or any of its agents certificates for the number of shares of Common Stock and the amount of cash, without interest, to which such Owner is entitled pursuant to the preceding provisions. Pursuant to Section 4.12 hereof, no fractional shares of Common Stock will be delivered by the Depositary in connection with mandatory conversion of Shares represented by Depositary Shares on the Mandatory Conversion Date.and

MANDATORY CONVERSION OF SHARES INTO COMMON STOCK. At any time on or after February 15, 2004, On the Company may at its option cause the Depositary Shares, in whole or part from time to time, to be automatically converted into shares of Common Stock. On any such date fixed for mandatory conversion of the Shares by the Issuer Certificate of Designation (the "Mandatory Conversion Date"), all then outstanding Shares other than Shares represented by Depositary Shares shall mandatorily convert into (i) shares of common stock, par value $0.05 per share (the "Common Stock"), of the Issuer at the applicable rate specified in the Certificate of Designation, (ii) cash in lieu of fractional shares of Common Stock otherwise deliverable by the Issuer upon such conversion and (iii) the right to receive amounts in cash equal to all accrued and unpaid dividends on such Shares to the Mandatory Conversion Date (other than previously declared dividends payable to a holder of record of the Shares as of a prior date), all as provided in and subject to the Certificate of Designation. From and after the Mandatory Conversion Date, Shares represented by Depositary Shares shall also be mandatorily converted, and such Depositary Shares shall be deemed no longer outstanding and all rights of the Owners of the Receipts evidencing such Depositary Shares (except the right to receive (i) the shares of common stock, par value $0.025 per share (the "Common Stock") of the Issuer Stock to which such Owner is entitled upon conversion, (ii) any cash payable with respect to any fractional shares of Common Stock otherwise deliverable by the Depositary upon conversion, (iii) any cash or Common Stock in payment of for accrued and unpaid dividends on such Shares as and when paid in accordance with the Certificate of Designation (other than previously declared dividends payable to an Owner as of a prior date date) and (iv) any other securities, property or cash to which such Owner is entitled hereunder) shall cease and terminate. Upon surrender of the Receipts evidencing such Depositary Shares at the Corporate Trust Office or at such office or to such agent of the Depositary as the Depositary may designate for such purpose (properly endorsed or assigned for transfer, as the Depositary or such agent shall so require), such Depositary Shares shall be converted into into, subject to adjustment as provided in the Certificate of Designation and this Deposit Agreement, (i) a number of shares of Common Stock per Depositary Share equal to one one-five hundredth of the number (including fractional shares) of shares of Common Stock which each Share converted into at the applicable rate specified in the Certificate of Designation, subject to adjustment as provided in the Certificate of Designation, (ii) cash in lieu of fractional shares of Common Stock otherwise deliverable by the Depositary upon such conversion, calculated in accordance with Section 4.12 hereof, (iii) the right to receive cash for any cash or Common Stock in payment of accrued and unpaid dividends on the Shares represented by such Depositary Shares as and when paid in accordance with the Certificate of Designation (other than previously declared dividends payable to an Owner as of a prior date date) and (iv) the right to receive any other securities, property or cash to which Owners are entitled hereunder. On the Mandatory Conversion Date (or such later date as dividends on the Shares subject to conversion are paid as provided below in the case of clause (iii) below)Date, for each Owner of a Receipt or Receipts, the Issuer shall deposit with the Depositary (i) certificates for the number of shares of Common Stock and (ii) the amount of cash in lieu of fractional shares determined as set forth in the preceding paragraph into which the Depositary Shares evidenced by such Receipt or Receipts shall convert on the Mandatory Conversion Date (assuming proper surrender of such Receipt or Receipts to the Depositary or any of its agents) and (iii) any subject to the Certificate of Designation, an amount in cash or Common Stock in payment of equal to all accrued and unpaid dividends on the Shares represented by such Depositary Shares to the Mandatory Conversion Date (other than previously declared dividends payable to an Owner as and when paid in accordance with the Certificate of Designationa prior date). With respect to Owners which hold a Receipt or Receipts evidencing eveidencing more than one Depositary Share on the Mandatory Conversion DateDay, the number of shares of Common Stock and the amount of cash in lieu of fractional shares to be deposited by the Issuer with the Depositary on that date shall be computed on the basis of the aggregate number of Depositary Shares evidenced by such Receipt or Receipts. The Using such shares of Common Stock and cash, the Depositary shall as promptly as practicable deliver to each Owner of a Receipt or Receipts which properly delivers such Receipt or Receipts to the Depositary or any of its agents certificates for the number of shares of Common Stock and the amount of cash, without interest, to which such Owner is entitled pursuant to the preceding provisions. Pursuant to Section 4.12 hereof, no No fractional shares of Common Stock will be delivered by the Depositary in connection with mandatory conversion of Shares represented by Depositary Shares on the Mandatory Conversion Date.

MANDATORY CONVERSION OF SHARES INTO COMMON STOCK. At any time on or after February 15, 2004, On the Company may at its option cause the Depositary Shares, in whole or part from time to time, to be automatically converted into shares of Common Stock. On any such date fixed for mandatory conversion of the Shares by the Issuer Certificate of Designation (the "Mandatory Conversion Date"), Shares represented by Depositary Shares shall be mandatorily converted, and such Depositary Shares shall be deemed no longer outstanding and all rights of the Owners of the Receipts evidencing such Depositary Shares (except the right to receive (i) the shares of common stock, par value $0.025 per share (the "Common Stock") of the Issuer Stock to which such Owner is entitled upon conversion, (ii) any cash payable with respect to any fractional shares of Common Stock otherwise deliverable by the Depositary upon conversion, (iii) any cash or Common Stock in payment of for accrued and unpaid dividends on such Shares as and when paid in accordance with the Certificate of Designation (other than previously declared dividends payable to an Owner as of a prior date date) and (iv) any other securities, property or cash to which such Owner is entitled hereunderunder the Deposit Agreement) shall cease and terminate. Upon surrender of the Receipts evidencing such Depositary Shares at the Corporate Trust Office or at such office or to such agent of the Depositary as the Depositary may designate for such purpose (properly endorsed or assigned for transfer, as the Depositary or such agent shall so require), such Depositary Shares shall be converted into into, subject to adjustment as provided in the Certificate of Designation and the Deposit Agreement, (i) a number of shares of Common Stock per Depositary Share equal to one one-one hundredth of the number (including fractional shares) of shares of Common Stock which each Share converted into at the applicable rate specified in the Certificate of Designation, subject to adjustment as provided in the Certificate of Designation, (ii) cash in lieu of fractional shares of Common Stock otherwise deliverable by the Depositary upon such conversion, calculated in accordance with Section 4.12 hereof4.11 of the Deposit Agreement, (iii) the right to receive cash for any cash or Common Stock in payment of accrued and unpaid dividends on the Shares represented by such Depositary Shares as and when paid in accordance with the Certificate of Designation (other than previously declared dividends payable to an Owner as of a prior date date) and (iv) the right to receive any other securities, property or cash to which Owners are entitled hereunderunder the Deposit Agreement. On the Mandatory Conversion Date (or such later date as dividends on the Shares subject to conversion are paid as provided below in the case of clause (iii) below)Date, for each Owner of a Receipt or Receipts, the Issuer shall deposit with the Depositary (i) certificates for the number of shares of Common Stock and (ii) the amount of cash in lieu of fractional shares determined as set forth in the preceding paragraph into which the Depositary Shares evidenced by such Receipt or Receipts shall convert on the Mandatory Conversion Date (assuming proper surrender of such Receipt or Receipts to the Depositary or any of its agents) and (iii) any subject to the Certificate of Designation, an amount in cash or Common Stock in payment of equal to all accrued and unpaid dividends on the Shares represented by such Depositary Shares to the Mandatory Conversion Date (other than previously declared dividends payable to an Owner as and when paid in accordance with the Certificate of Designationa prior date). With respect to Owners which hold a Receipt or Receipts evidencing more than one Depositary Share on the Mandatory Conversion DateDay, the number of shares of Common Stock and the amount of cash in lieu of fractional shares to be deposited by the Issuer with the Depositary on that date shall be computed on the basis of the aggregate number of Depositary Shares evidenced by such Receipt or Receipts. The Depositary shall as promptly as practicable deliver to each Owner of a Receipt or Receipts which properly delivers such Receipt or Receipts to the Depositary or any of its agents certificates for the number of shares of Common Stock and the amount of cash, without interest, to which such Owner is entitled pursuant to the preceding provisions. Pursuant to Section 4.12 hereof, no fractional shares of Common Stock will be delivered by the Depositary in connection with mandatory conversion of Shares represented by Depositary Shares on the Mandatory Conversion Date.

MANDATORY CONVERSION OF SHARES INTO COMMON STOCK. At any time on or after February 15, 2004, On the Company may at its option cause the Depositary Shares, in whole or part from time to time, to be automatically converted into shares of Common Stock. On any such date fixed for mandatory conversion of the Shares by the Issuer Certificate of Designation (the "Mandatory Conversion Date"), Shares represented by Depositary Shares shall be mandatorily converted, and such Depositary Shares shall be deemed no longer outstanding and all rights of the Owners of the Receipts evidencing such Depositary Shares (except the right to receive (i) the shares of common stock, par value $0.025 0.16 2/3 per share (the "Common Stock") of the Issuer to which such Owner is entitled upon conversion, (ii) any cash payable with respect to any fractional shares of Common Stock otherwise deliverable by the Depositary upon conversion, (iii) any cash or Common Stock in payment of for accrued and unpaid dividends on such Shares as and when paid in accordance with the Certificate of Designation (other than previously declared dividends payable to an Owner as of a prior date date) and (iv) any other securities, property or cash to which such Owner is entitled hereunder) shall cease and terminate. Upon surrender of the Receipts evidencing such Depositary Shares at the Corporate Trust Office or at such office or to such agent of the Depositary as the Depositary may designate for such purpose (properly endorsed or assigned for transfer, as the Depositary or such agent shall so require), such Depositary Shares shall be converted into into, subject to adjustment as provided in the Certificate of Designation and this Deposit Agreement, (i) a number of shares of Common Stock per Depositary Share equal to one one-one hundredth of the number (including fractional shares) of shares of Common Stock which each Share converted into at the applicable rate specified in the Certificate of Designation, subject to adjustment as provided in the Certificate of Designation, (ii) cash in lieu of fractional shares of Common Stock otherwise deliverable by the Depositary upon such conversion, calculated in accordance with Section 4.12 4.11 hereof, (iii) the right to receive cash for any cash or Common Stock in payment of accrued and unpaid dividends on the Shares represented by such Depositary Shares as and when paid in accordance with the Certificate of Designation (other than previously declared dividends payable to an Owner as of a prior date date) and (iv) the right to receive any other securities, property or cash to which Owners are entitled hereunder. On the Mandatory Conversion Date (or such later date as dividends on the Shares subject to conversion are paid as provided below in the case of clause (iii) below)Date, for each Owner of a Receipt or Receipts, the Issuer shall deposit with the Depositary (i) certificates for the number of shares of Common Stock and (ii) the amount of cash in lieu of fractional shares determined as set forth in the preceding paragraph into which the Depositary Shares evidenced by such Receipt or Receipts shall convert on the Mandatory Conversion Date (assuming proper surrender of such Receipt or Receipts to the Depositary or any of its agents) and (iii) any subject to the Certificate of Designation, an amount in cash or Common Stock in payment of equal to all accrued and unpaid dividends on the Shares represented by such Depositary Shares to the Mandatory Conversion Date (other than previously declared dividends payable to an Owner as and when paid in accordance with the Certificate of Designationa prior date). With respect to Owners which hold a Receipt or Receipts evidencing more than one Depositary Share on the Mandatory Conversion DateDay, the number of shares of Common Stock and the amount of cash in lieu of fractional shares to be deposited by the Issuer with the Depositary on that date shall be computed on the basis of the aggregate number of Depositary Shares evidenced by such Receipt or Receipts. The Depositary shall as promptly as practicable deliver to each Owner of a Receipt or Receipts which properly delivers such Receipt or Receipts to the Depositary or any of its agents certificates for the number of shares of Common Stock and the amount of cash, without interest, to which such Owner is entitled pursuant to the preceding provisions. Pursuant to Section 4.12 hereof, no No fractional shares of Common Stock will be delivered by the Depositary in connection with mandatory conversion of Shares represented by Depositary Shares on the Mandatory Conversion Date.

MANDATORY CONVERSION OF SHARES INTO COMMON STOCK. At any time on or after February 15, 2004, On the Company may at its option cause the Depositary Shares, in whole or part from time to time, to be automatically converted into shares of Common Stock. On any such date fixed for mandatory conversion of the Shares by the Issuer Certificate of Designation (the "Mandatory Conversion Date"), Shares represented by Depositary Shares shall be mandatorily converted, and such Depositary Shares shall be deemed no longer outstanding and all rights of the Owners of the Receipts evidencing such Depositary Shares (except the right to receive (i) the shares of common stock, par value $0.025 0.162/3 per share (the "Common Stock") of the Issuer to which such Owner is entitled upon conversion, (ii) any cash payable with respect to any fractional shares of Common Stock otherwise deliverable by the Depositary upon conversion, (iii) any cash or Common Stock in payment of for accrued and unpaid dividends on such Shares as and when paid in accordance with the Certificate of Designation (other than previously declared dividends payable to an Owner as of a prior date date) and (iv) any other securities, property or cash to which such Owner is entitled hereunder) shall cease and terminate. Upon surrender of the Receipts evidencing such Depositary Shares at the Corporate Trust Office or at such office or to such agent of the Depositary as the Depositary may designate for such purpose (properly endorsed or assigned for transfer, as the Depositary or such agent shall so require), such Depositary Shares shall be converted into into, subject to adjustment as provided in the Certificate of Designation and this Deposit Agreement, (i) a number of shares of Common Stock per Depositary Share equal to one one-one hundredth of the number (including fractional shares) of shares of Common Stock which each Share converted into at the applicable rate specified in the Certificate of Designation, subject to adjustment as provided in the Certificate of Designation, (ii) cash in lieu of fractional shares of Common Stock otherwise deliverable by the Depositary upon such conversion, calculated in accordance with Section 4.12 4.11 hereof, (iii) the right to receive cash for any cash or Common Stock in payment of accrued and unpaid dividends on the Shares represented by such Depositary Shares as and when paid in accordance with the Certificate of Designation (other than previously declared dividends payable to an Owner as of a prior date date) and (iv) the right to receive any other securities, property or cash to which Owners are entitled hereunder. On the Mandatory Conversion Date (or such later date as dividends on the Shares subject to conversion are paid as provided below in the case of clause (iii) below)Date, for each Owner of a Receipt or Receipts, the Issuer shall deposit with the Depositary (i) certificates for the number of shares of Common Stock and (ii) the amount of cash in lieu of fractional shares determined as set forth in the preceding paragraph into which the Depositary Shares evidenced by such Receipt or Receipts shall convert on the Mandatory Conversion Date (assuming proper surrender of such Receipt or Receipts to the Depositary or any of its agents) and (iii) any subject to the Certificate of Designation, an amount in cash or Common Stock in payment of equal to all accrued and unpaid dividends on the Shares represented by such Depositary Shares to the Mandatory Conversion Date (other than previously declared dividends payable to an Owner as and when paid in accordance with the Certificate of Designationa prior date). With respect to Owners which hold a Receipt or Receipts evidencing more than one Depositary Share on the Mandatory Conversion DateDay, the number of shares of Common Stock and the amount of cash in lieu of fractional shares to be deposited by the Issuer with the Depositary on that date shall be computed on the basis of the aggregate number of Depositary Shares evidenced by such Receipt or Receipts. The Depositary shall as promptly as practicable deliver to each Owner of a Receipt or Receipts which properly delivers such Receipt or Receipts to the Depositary or any of its agents certificates for the number of shares of Common Stock and the amount of cash, without interest, to which such Owner is entitled pursuant to the preceding provisions. Pursuant to Section 4.12 hereof, no No fractional shares of Common Stock will be delivered by the Depositary in connection with mandatory conversion of Shares represented by Depositary Shares on the Mandatory Conversion Date.