Common use of PROVISIONAL AND OPTIONAL REDEMPTION Clause in Contracts

PROVISIONAL AND OPTIONAL REDEMPTION. (a) The Notes may be redeemed at the election of the Company, as a whole or in part from time to time, at any time prior to November 3, 2004 (a "PROVISIONAL REDEMPTION "), upon at least 20 and not more than 60 days' notice by mail to the Holders of the Notes at a redemption price equal to $1,000 per $1,000 principal amount of the Notes redeemed plus accrued and unpaid interest, if any (such amount, together with the Make-Whole Payment described below, the "PROVISIONAL REDEMPTION PRICE"), to but excluding the date of redemption (the " PROVISIONAL REDEMPTION DATE") if (1) the Closing Sale Price of the Common Stock has exceeded 150% of the Conversion Price for at least 20 trading days within a period of any 30 consecutive trading days ending on the trading day prior to the date of mailing of the notice of Provisional Redemption (the "NOTICE DATE"), and (2) a shelf registration statement covering resales of the Notes and the Common Stock issuable upon conversion thereof is effective and available for use and is expected to remain effective and available for use for the 30 days following the Provisional Redemption Date unless registration is no longer required. Upon any such Provisional Redemption, the Company, shall make an additional payment, at its option, in cash or Common Stock or a combination of cash and Common Stock (the "MAKE-WHOLE PAYMENT") with respect to the Notes called for redemption to holders on the Notice Date in an amount equal to $165 per $1,000 principal amount of the Notes, less the amount of any interest actually paid (including, if the Provisional Redemption Date occurs after a record date but before an interest payment date, any interest paid or to be paid in connection with such interest payment date) on such Notes on or prior to the Provisional Redemption Date. Payments made in Common Stock will be valued at 97% of the average closing sales prices of Common Stock for the five trading days ending on the day prior to the Redemption Date. The Company shall make the Make-Whole Payment on all Notes called for Provisional Redemption, including those Notes converted into Common Stock between the Notice Date and the Provisional Redemption Date. (b) Except as set forth in clause (a) of this Section 3.07, the Company shall not have the option to redeem the Notes pursuant to this Section 3.07 prior to November 3, 2004. Thereafter, the Company shall have the option to redeem the Notes, in whole or in part, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereon, if any, to the applicable redemption date, if redeemed during the periods set forth below:

PROVISIONAL AND OPTIONAL REDEMPTION. Notice to Trustee ------------------------------------------------------ (a) The Notes Company may be redeemed at the election redeem any portion of the Company, as a whole or in part from time to time, Securities at any time prior to November 3June 15, 2004 (a "PROVISIONAL REDEMPTION Provisional Redemption"), upon at least 20 and not more than 60 days' giving notice by mail to the Holders of the Notes as set forth in Section 3.3, at a redemption price equal to $1,000 per $1,000 principal amount of the Notes Securities redeemed plus accrued and unpaid interest, if any (such amount, together with the Make-Whole Payment described below, the "PROVISIONAL REDEMPTION PRICEProvisional Redemption Price"), to but excluding the date of redemption (the " PROVISIONAL REDEMPTION DATE"Provisional Redemption Date") if (1) the Closing Sale Price of the Common Stock has has[A exceeded 150% of the Conversion Price for at least 20 trading days Trading Days within a period of any 30 consecutive trading days Trading Days ending on the trading day prior to Trading Day immediately preceding the date of mailing of the notice of Provisional Redemption (the "NOTICE DATENotice Date"), and (2) a shelf registration statement covering resales of the Notes Securities and the Common Stock issuable upon conversion thereof is effective and available for use and is expected to remain effective and available for use for the 30 days following the Provisional Redemption Date unless registration is no longer required. Upon any such Provisional Redemption, the Company, shall make an additional payment, at its option, in cash or Common Stock or a combination of cash and Common Stock (the "MAKE-WHOLE PAYMENT") with respect to the Notes called for redemption to holders on the Notice Date in an amount equal to $165 per $1,000 principal amount of the Notes, less the amount of any interest actually paid (including, if the Provisional Redemption Date occurs after a record date but before an interest payment date, any interest paid or to be paid in connection with such interest payment date) on such Notes on or prior to the Provisional Redemption Date. Payments made in Common Stock will be valued at 97% of the average closing sales prices of Common Stock for the five trading days ending on the day prior to the Redemption Date. The Company shall make the Make-Whole Payment on all Notes called for Provisional Redemption, including those Notes converted into Common Stock between the Notice Date and the Provisional Redemption Date. (b) Except as set forth in clause (a) of this Section 3.073.1, the Company shall not have the option to redeem the Notes Securities pursuant to this Section 3.07 3.1 prior to November 3June 15, 2004. Thereafter, the Company shall have the option to redeem any portion of the NotesSecurities (an "Optional Redemption") upon giving notice as set forth in Section 3.3 at the Redemption Prices (the "Optional Redemption Price") specified in paragraph 5 of the form of Security attached hereto as Exhibit A, together with accrued interest up to but not --------- including the date of redemption (the "Optional Redemption Date"); provided that -------- if the Optional Redemption Date falls after an interest payment record date and on or before an interest payment date, then the interest payment will be payable to the Holders in whole whose name the Securities are registered at the close of business on the relevant record date for payment of such interest. If the Company elects to redeem Securities pursuant to clause (a) or in partclause (b) of this Section 3.1 and paragraph 5 of the Securities, it shall notify the Trustee, at the earlier of the time the Company notifies the Holders of such redemption prices or 45 days prior to the Redemption Date as fixed by the Company (expressed as percentages unless a shorter notice shall be satisfactory to the Trustee), of the Redemption Date and the principal amountamount of Securities to be redeemed. If fewer than all of the Securities are to be redeemed, the record date relating to such redemption shall be selected by the Company and given to the Trustee, which record date shall not be less than ten days after the date of notice to the Trustee. The Trustee shall have no duty or obligation to determine whether the Securities are eligible for Provisional Redemption, and may conclusively rely on any such determination by the Company. Any redemption pursuant to clause (a) set forth below plus accrued and unpaid interest and Additional Interest thereon, if any, or clause (b) of this Section 3.1 shall be made pursuant to the applicable redemption date, if redeemed during the periods set forth below:provisions of Sections 3.2 through 3.7 and Section 3.12 hereof.

PROVISIONAL AND OPTIONAL REDEMPTION. The Securities will be redeemable prior to maturity at the option of the Company, in whole or in part, at any time on or after May 3, 2005, in cash, at the following redemption prices (a) expressed as percentages of the principal amount thereof), if redeemed during the periods commencing on the dates set forth below, in each case together with accrued and unpaid interest, if any, to the redemption date: May 3, 2005 to April 30, 2006 103.143 % May 1, 2006 to April 30, 2007 102.357 % May 1, 2007 to April 30, 2008 101.571 % May 1, 2008 through May 1, 2009 inclusive 100.786 % The Notes Securities may be redeemed at the election of the Company, as a whole or in part parts from time to time, at any time prior to November May 3, 2004 2005 (a "PROVISIONAL REDEMPTION "“Provisional Redemption”), upon at least 20 and not more than 60 days' notice by mail to the Holders of the Notes at a redemption price equal to $1,000 per $1,000 principal amount of the Notes Securities redeemed plus accrued and unpaid interest, if any (such amount, together with the Make-Whole Payment described (as defined below, ) the "PROVISIONAL REDEMPTION PRICE"“Provisional Redemption Price”), to but excluding on the date of redemption (the " PROVISIONAL REDEMPTION DATE"“Provisional Redemption Date”) specified in the notice of Provisional Redemption if (1) the Closing Sale Price closing price of the Common Stock on the NNM (or other United States national securities exchange where the Company’s Common Stock is traded) has exceeded 150% of the Conversion Price then current conversion price for at least 20 trading days within a period of any 30 consecutive trading days ending on the trading day prior to the date of mailing of the notice of Provisional Redemption (the "NOTICE DATE"“Notice Date”), and (2) a shelf registration statement covering resales of the Notes Securities and the Common Stock issuable upon conversion thereof is effective and available for use and is expected to remain effective and available for use for the 30 days following the Provisional Redemption Date Date, unless registration is no longer required. Upon any such Provisional Redemption, the Company, Company shall make an additional paymentpayment (the “Make-Whole Payment”) with respect to the Securities called for redemption to holders on the Provisional Redemption Date in an amount equal to the total value of the aggregate amount of interest that would have been payable on the Securities from the last day through which interest was paid on the Securities (or May 1, 2002 if no interest has been paid) through May 1, 2005 (or May 2, 2005 if the Provisional Redemption is May 2, 2005). The Company may make the Make-Whole Payment, at its option, either in cash or Common Stock or a combination of cash and Common Stock (the "MAKE-WHOLE PAYMENT") with respect to the Notes called for redemption to holders on the Notice Date in an amount equal to $165 per $1,000 principal amount of the Notes, less the amount of any interest actually paid (including, if the Provisional Redemption Date occurs after a record date but before an interest payment date, any interest paid or to be paid in connection with such interest payment date) on such Notes on or prior to the Provisional Redemption Datethereof. Payments made in Common Stock will be valued at 9795% of the average closing sales prices of the Common Stock on the NNM (or other United States national securities exchange where the Common Stock is traded) for the five trading days ending on the day prior to the Provisional Redemption Date. The Company shall make the Make-Whole Payment on all Notes Securities called for Provisional Redemption, including those Notes Securities converted into Common Stock between the Notice Date and the Provisional Redemption Date. (b) Except as set forth in clause (a) of this Section 3.07, the Company shall not have the option to redeem the Notes pursuant to this Section 3.07 prior to November 3, 2004. Thereafter, the Company shall have the option to redeem the Notes, in whole or in part, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereon, if any, to the applicable redemption date, if redeemed during the periods set forth below:

PROVISIONAL AND OPTIONAL REDEMPTION. (a) The Notes Securities may be redeemed at the election of the Company, as a whole or in part from time to timepart, at any time prior to November 3before January 18, 2004 2005 (a "PROVISIONAL REDEMPTION REDEMPTION"), upon at least 20 and not more than 60 days' notice by mail to the Holders of the Notes Securities at a redemption price equal to $1,000 per $1,000 principal Principal amount of the Notes Securities redeemed plus accrued and unpaid interestInterest, if any (such amount, together with the Make-Whole Payment described below, the "PROVISIONAL REDEMPTION PRICE"), to but excluding the date of redemption (the " "PROVISIONAL REDEMPTION DATE") if (1) the Closing Sale Trading Price of the Common Stock has exceeded 150120% of the Conversion Price then in effect for at least 20 trading days Trading Days within a period of any 30 consecutive trading days Trading Days ending on the trading day prior to Trading Day before the date of mailing of the notice of Provisional Redemption (the "NOTICE DATE"), and (2) a shelf registration statement covering resales of the Notes Securities and the Common Stock issuable upon conversion thereof is effective and available for use and is expected to remain effective and available for use for the 30 days following the Provisional Redemption Date Date, unless registration is no longer required. Upon . (b) At any such Provisional Redemptiontime on or after January 18, 2005, except for Securities that are converted pursuant to Section 11.1, the Company, shall make an additional paymentCompany may, at its option, redeem the Securities in cash whole at any time or Common Stock or a combination of cash and Common Stock (the "MAKE-WHOLE PAYMENT") with respect in part from time to time, on any date prior to the Notes Stated Maturity of such Securities, upon notice as set forth in Section 10.4, at the Redemption Price (expressed in percentages of the Principal amount) set forth below if, but only if, redeemed on a Redemption Date occurring during the 12-month period beginning on the dates indicated: Redemption During the Twelve Months Commencing Price ----------------------------------------- -------------- January 18, 2005......................... 103.75% January 18, 2006......................... 102.50% January 18, 2007......................... 101.25% January 18, 2008......................... 100.00% (c) If the Company exercises its option to redeem the Securities pursuant to this Section 10.1(a) or (b), a Holder may nevertheless exercise its right to convert such Securities when and to the extent permissible under Article 11, in each case, until the close of business two Business Days immediately preceding the Redemption Date. (d) The Company shall pay any Interest to the Holder of the Securities called for redemption to holders on (including those Securities which are converted into Common Stock after the Notice Date in an amount equal to $165 per $1,000 principal amount date the notice of the Notes, less the amount of any interest actually paid (including, if the Provisional Redemption Date occurs after a record date but before an interest payment date, any interest paid or to be paid in connection with such interest payment date) on such Notes on or prior to the Provisional Redemption Date. Payments made in Common Stock will be valued at 97% of the average closing sales prices of Common Stock for the five trading days ending on the day redemption is mailed and prior to the Redemption Date. The Company shall make ) accrued but not paid to, but excluding, the Make-Whole Redemption Date pursuant to Section 2.1(e); provided, however, that if the Redemption Date is an Interest Payment on all Notes called for Provisional Redemption, including those Notes converted into Common Stock between the Notice Date and the Provisional Redemption Date. (b) Except as set forth in clause (a) of this Section 3.07, the Company shall not have pay the option Interest to redeem the Notes pursuant to this Section 3.07 prior to November 3, 2004. Thereafter, the Company shall have the option to redeem the Notes, in whole or in part, Holder of such Security at the redemption prices (expressed as percentages close of principal amount) set forth below plus accrued and unpaid interest and Additional business on such Interest thereon, if any, to the applicable redemption date, if redeemed during the periods set forth below:Payment Date.

PROVISIONAL AND OPTIONAL REDEMPTION. (a) The Notes Company may be redeemed at the election redeem any portion of the Company, as a whole or in part from time to time, Securities at any time prior to November 3June 6, 2004 (a "PROVISIONAL REDEMPTION REDEMPTION"), upon at least 20 and not more than 60 days' giving notice by mail to the Holders of the Notes as set forth in Section 6, at a redemption price equal to $1,000 per $1,000 principal amount of the Notes Securities redeemed plus accrued and unpaid interest, if any (such amount, together with the "Make-Whole Payment Payment" described below, the "PROVISIONAL REDEMPTION PRICE"), to but excluding the date of redemption (the " "PROVISIONAL REDEMPTION DATE") if (1) the Closing Sale Price of the Common Stock has exceeded 150% of the Conversion Price for at least 20 trading days Trading Days within a period of any 30 consecutive trading days Trading Days ending on the trading day Trading Day prior to the date of mailing of the notice of Provisional Redemption (the "NOTICE DATE"), and (2) a shelf registration statement covering resales of the Notes Securities and the Common Stock issuable upon conversion thereof is effective and available for use and is expected to remain effective and available for use for the 30 days following the Provisional Redemption Date unless registration is no longer required. Upon any such Provisional Redemption, the Company, Company shall make an additional payment, at its option, in cash or Common Stock or a combination of cash and Common Stock (the "MAKE-WHOLE PAYMENT") with respect to the Notes Securities called for redemption to holders Holders on the Notice Date in an amount equal to $165 142.50 per $1,000 principal amount of the NotesSecurities, less the amount of any interest actually paid (including, if the Provisional Redemption Date occurs after a record date but before an interest payment date, any interest paid or to be paid in connection with such interest payment date) on such Notes on or Securities prior to the Provisional Redemption Date. Payments made in Common Stock will be valued at 97% of the average closing sales prices Closing Prices of Common Stock for the five trading days (5) Trading Days ending on the day prior to the Provisional Redemption Date. The Company shall make the Make-Whole Payment on all Notes Securities called for Provisional Redemption, including those Notes Securities converted into Common Stock between the Notice Date and the Provisional Redemption Date. (b) Except as set forth in clause (a) of this Section 3.075, the Company shall not have the option to redeem the Notes Securities pursuant to this Section 3.07 5 prior to November 3June 6, 2004. Thereafter, the Company shall have the option to redeem any portion of the Notes, Securities (an "OPTIONAL REDEMPTION") upon giving notice as set forth in whole or in part, at the redemption prices Section 6. The Optional Redemption Prices (expressed as percentages of the principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereon, if any, to the applicable redemption date, if are as follows for Securities redeemed during the periods set forth below:: Period Redemption Price ------ ---------------- Beginning on June 6, 2004 and ending on May 31, 2005........................ 102.38% Beginning on June 1, 2005 and ending on May 31, 2006........................ 101.58% Beginning on June 1, 2006 and ending on May 31, 2007........................ 100.79% Beginning on June 1, 2007 and thereafter.................................... 100.00% in each case together with accrued interest up to but not including the date of redemption (the "OPTIONAL REDEMPTION DATE"); provided that if the Optional Redemption Date falls after an interest payment record date and on or before an interest payment date, then the interest payment will be payable to the Holders in whose names the Securities are registered at the close of business on the relevant record date for payment of such interest.