Common use of Provisional Redemption Clause in Contracts

Provisional Redemption. The Company shall have the right, at the Company's option, at any time, and from time to time, on a Redemption Date on or after June 15, 2007, to redeem (a "PROVISIONAL REDEMPTION") all or any part of the Securities at a price equal to the "REDEMPTION PRICE" (as defined below) plus the Make-Whole Payment (as defined below) if: (A) for each of at least twenty (20) Trading Days in any consecutive thirty (30) Trading Days ending on, and including, the Trading Day immediately preceding the date (the "NOTICE DATE") of mailing of the notice of Provisional Redemption as provided in SECTION 3.4 of the Indenture, the Closing Sale Price exceeds two hundred percent (200%) of the Conversion Price in effect on such Trading Day; and (B) on the Redemption Date and for a period of at least thirty (30) days thereafter, a registration statement covering the Securities and the shares of Common Stock issuable upon conversion of the Securities is effective and available for use; and (C) no continuing Default or Event of Default exists that has not been cured or waived, in accordance herewith, on or before such Redemption Date. If redeemed during the twelve (12) month period commencing on June 15 of the years set forth below, the "REDEMPTION PRICE" shall be (expressed as a percentage of principal amount): YEAR REDEMPTION PRICE ---- ---------------- 2007 104.50% 2008 and thereafter 102.25% The "MAKE-WHOLE PAYMENT" with respect to a Security subject to a Provisional Redemption on a Redemption Date shall mean an amount equal to the sum of: (a) fifty percent (50%) of all remaining scheduled interest payments on such Security from, and including, such Redemption Date through the Maturity date; (b) any defaulted interest that the Company shall have failed to pay with respect to such Security on or prior to such Redemption date, including any unpaid interest that has accrued, in accordance with SECTION 2.12 of the Indenture, to, and including, such Redemption Date on any such defaulted interest; (c) any unpaid additional interest that has accrued with respect to such Security to, but excluding, such Redemption Date. As soon as practicable after the time the amount of the Make-Whole Payment shall have been calculated, but no later than the second (2nd) Business Day immediately preceding such Redemption Date, the Company shall publicly disseminate the amount of the Make-Whole Payment in a press release or publish it on the Company's website. The Make-Whole Payment shall be paid by the Company on all Securities called for Provisional Redemption, including, without limitation, any Securities that have been converted into shares of Common Stock on or after the Notice Date and before such Redemption Date. In no event shall the Make-Whole Payment with respect to a Security that is called for Provisional Redemption be reduced by any amount of accrued and unpaid interest; provided, however, that in the event such Redemption Date is an interest payment date, then the Make-Whole Payment shall be reduced by any accrued and unpaid interest to, but excluding, the Redemption Date, which accrued and unpaid interest shall instead be paid by the Company on the Redemption Date to the Holder of record of such Security at the close of business on the record date for such interest payment. In no event shall a Holder that has converted, in accordance herewith, such Holder's Security into shares of Common Stock, which Security has been called for Provisional Redemption, be required to surrender any such shares of Common Stock in order to be entitled to receive the Make-Whole Payment with respect to such Security.

Provisional Redemption. The (a) At any time or from time to time prior to March 18, 2003, the Company shall have may, at its option, redeem the rightSecurities (a "Provisional Redemption"), in whole or in part, at the Company's optionfollowing Redemption Prices, in each case plus accrued and unpaid interest, if any, to the date of such redemption (herein called the "Provisional Redemption Date"), if the Current Market Price of Common Stock of the Company equals or exceeds the following trigger percentages of the prevailing Conversion Price then in effect for at least 20 Trading Days within any timeperiod of 30 consecutive Trading Days, including the last day of such period (herein called the"Redemption Condition"), if called for redemption during any of the periods beginning and from time to timeending as set forth below. Trigger Redemption Year Percentage Price ----- ------------ ------------ February 29, on a Redemption Date on or after June 2000 through March 14, 2001........... 170% 106.00% March 15, 20072001 through March 14, to redeem 2002.............. 160% 105.40% March 15, 2002 through March 17, 2003.............. 150% 104.80% (a "PROVISIONAL REDEMPTION"b) all or Upon any part of Provisional Redemption, the Securities at a price equal to Company will make an additional payment in cash (herein called the "REDEMPTION PRICE" (as defined below) plus the Make-Whole Payment (as defined below) if: (A) for each of at least twenty (20) Trading Days in any consecutive thirty (30) Trading Days ending on, and including, the Trading Day immediately preceding the date (the "NOTICE DATEPayment") of mailing of the notice of Provisional Redemption as provided in SECTION 3.4 of the Indenture, the Closing Sale Price exceeds two hundred percent (200%) of the Conversion Price in effect on such Trading Day; and (B) on the Redemption Date and for a period of at least thirty (30) days thereafter, a registration statement covering the Securities and the shares of Common Stock issuable upon conversion of the Securities is effective and available for use; and (C) no continuing Default or Event of Default exists that has not been cured or waived, in accordance herewith, on or before such Redemption Date. If redeemed during the twelve (12) month period commencing on June 15 of the years set forth below, the "REDEMPTION PRICE" shall be (expressed as a percentage of principal amount): YEAR REDEMPTION PRICE ---- ---------------- 2007 104.50% 2008 and thereafter 102.25% The "MAKE-WHOLE PAYMENT" with respect to a Security subject to a the Securities converted into Common Stock of the Company between the date notice of redemption was given (herein called the "Notice Date") and the Provisional Redemption on a Redemption Date shall mean an amount equal to the sum of: (a) fifty percent (50%) of all remaining scheduled interest payments on such Security from, and including, such Redemption Date through the Maturity date; (b) any defaulted interest that the Company shall have failed to pay with respect to such Security on or prior to such Redemption date, including any unpaid interest that has accrued, in accordance with SECTION 2.12 of the Indenture, to, and including, such Redemption Date on any such defaulted interest; (c) any unpaid additional interest that has accrued with respect to such Security to, but excluding, such Redemption Date. As soon as practicable after the time the amount of the Make-Whole Payment shall have been calculated, but no later than the second (2nd) Business Day immediately preceding such Redemption Date, the Company shall publicly disseminate the amount of the Make-Whole Payment in a press release or publish it on the Company's website. The Make-Whole Payment will be equal to the present value of the aggregate value of the interest payments that would thereafter have been payable on this Security on each semi-annual interest payment date from the Provisional Redemption Date through March 17, 2003. The present value will be calculated using the bond equivalent yield on U.S. Treasury notes or bills having a term nearest in length to that of the additional period as of the day immediately preceding the Notice Date. (c) If less than all of the Securities are to be redeemed at any time, selection of Securities for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Securities are listed, or if the Securities are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate, provided that no Securities of $1,000 in principal amount or less shall be paid redeemed in part. A new Security in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancelation of the original Security. On and after the redemption date, interest ceases to accrue on Securities or portions of Securities called for redemption. (d) In order to redeem any or all of the Securities, the Company must issue a press release for publication on the Dow ▇▇▇▇▇ News Service (or a comparable news service) announcing the Provisional Redemption Date prior to the opening of business on the second Trading Day after any period in which the Redemption Condition has been met. The press release shall announce the Provisional Redemption Date and provide the current Conversion Price of the Securities and the Current Market Price of the Company Stock of the Company in each case as of the close of business on the Trading Day next preceding the date of the press release. (e) Notice of the Provisional Redemption will be given by the Company on all to the Holders of the Securities called for Provisional Redemption, including, without limitation, any Securities that have been converted into shares of Common Stock on or in accordance with Section 106 not more than four Business Days after the Notice Date Company issued the press release under paragraph (d) hereof. Such notice shall be irrevocable and before such will specify the Provisional Redemption Date. In no event shall . (f) The Securities subject to the Make-Whole Payment with respect to a Security that is called for Provisional Redemption will be reduced by any amount of accrued and unpaid interest; provided, however, that in the event such Redemption Date is an interest payment date, then the Make-Whole Payment shall be reduced by any accrued and unpaid interest to, but excluding, the Redemption Date, which accrued and unpaid interest shall instead be paid by the Company on the Redemption Date to the Holder of record of such Security redeemed at the close of business on the record date for such interest payment. In no event shall a Holder that has converted, in accordance herewith, such Holder's Security into shares of Common StockProvisional Redemption Date, which will be a date selected by the Company not less than 30 nor more than 60 days after the date on which the Company issues the press release under paragraph (d) hereof. If any Security has been called for Provisional Redemption, be required to surrender any such shares of Common Stock in order is to be entitled redeemed in part only, the notice of redemption pursuant to receive the Make-Whole Payment with respect paragraph (e) hereof that relates to such SecuritySecurity shall state the portion of the principal amount thereof to be redeemed.

Provisional Redemption. The Company shall have the right, Securities may be redeemed at the election of the Company's option, as a whole or from time to time in part or any date, at any timetime prior to June 30, and 2006 (a “Provisional Redemption”), at a Redemption Price, payable in cash, equal to $1,000 per $1,000 principal amount of the Securities, on the date of redemption (the “Provisional Redemption Date”) if (i) the Closing Price of the Common Stock has exceeded 150% of the Conversion Price (as may be adjusted from time to time) then in effect for at least 20 Trading Days in any consecutive 30 Trading Day period ending on the Trading Day prior to the date of mailing of the provisional notice of redemption upon not less than 20 nor more than 60 days notice (the “Notice Date”), on and (ii) either (a) a Redemption Date on or after June 15, 2007, to redeem (a "PROVISIONAL REDEMPTION") all or any part registration statement covering resales of the Securities at a price equal and the Common Stock issuable upon conversion thereof is effective and available for use and is expected to remain effective for the "REDEMPTION PRICE" 30 days following the Provisional Redemption Date or (b) the Securities and the Common Stock issuable upon conversion thereof are no longer Transfer Restricted Securities (as defined belowin the Registration Rights Agreement). Upon any such Provisional Redemption, the Company shall make an additional payment (the “Make-Whole Payment”) plus with respect to the Securities called for redemption to Holders on the Notice Date in an amount equal to $90 per $1,000 principal amount of the Securities, less the amount of any interest actually paid on such Securities prior to the Provisional Redemption Date. The Company shall make the Make-Whole Payment (as defined below) if: (A) for each of at least twenty (20) Trading Days in any consecutive thirty (30) Trading Days ending on, and including, the Trading Day immediately preceding the date (the "NOTICE DATE") of mailing of the notice of Provisional Redemption as provided in SECTION 3.4 of the Indenture, the Closing Sale Price exceeds two hundred percent (200%) of the Conversion Price in effect on such Trading Day; and (B) on the Redemption Date and for a period of at least thirty (30) days thereafter, a registration statement covering the Securities and the shares of Common Stock issuable upon conversion of the Securities is effective and available for use; and (C) no continuing Default or Event of Default exists that has not been cured or waived, in accordance herewith, on or before such Redemption Date. If redeemed during the twelve (12) month period commencing on June 15 of the years set forth below, the "REDEMPTION PRICE" shall be (expressed as a percentage of principal amount): YEAR REDEMPTION PRICE ---- ---------------- 2007 104.50% 2008 and thereafter 102.25% The "MAKE-WHOLE PAYMENT" with respect to a Security subject to a Provisional Redemption on a Redemption Date shall mean an amount equal to the sum of: (a) fifty percent (50%) of all remaining scheduled interest payments on such Security from, and including, such Redemption Date through the Maturity date; (b) any defaulted interest that the Company shall have failed to pay with respect to such Security on or prior to such Redemption date, including any unpaid interest that has accrued, in accordance with SECTION 2.12 of the Indenture, to, and including, such Redemption Date on any such defaulted interest; (c) any unpaid additional interest that has accrued with respect to such Security to, but excluding, such Redemption Date. As soon as practicable after the time the amount of the Make-Whole Payment shall have been calculated, but no later than the second (2nd) Business Day immediately preceding such Redemption Date, the Company shall publicly disseminate the amount of the Make-Whole Payment in a press release or publish it on the Company's website. The Make-Whole Payment shall be paid by the Company on all Securities called for Provisional Redemption, including, without limitation, any including those Securities that have been converted into shares of Common Stock on or after between the Notice Date and before such the Provisional Redemption Date. In no event shall The Company may elect to pay the Make-Whole Payment with respect or any portion thereof (i) in cash or, (ii) subject to a Security that is called for Provisional Redemption be reduced the fulfillment by any amount the Company of accrued and unpaid interest; providedthe conditions set forth in Section 10.1 of the Indenture, however, that in by delivering the event such Redemption Date is an interest payment date, then number of shares of Common Stock equal to (x) the Make-Whole Payment shall be reduced by (or any accrued and unpaid interest to, but excluding, the Redemption Date, which accrued and unpaid interest shall instead be paid by portion thereof that the Company on the Redemption Date elects to the Holder of record of such Security at the close of business on the record date for such interest payment. In no event shall a Holder that has converted, pay in accordance herewith, such Holder's Security into shares of Common Stock, which Security has been called for Provisional Redemption, be required to surrender any such shares ) divided by (y) 97% of the average of the Closing Prices per share of Common Stock in order for the five consecutive Trading Days immediately preceding and including the first Trading Day prior to be entitled to receive the Make-Whole Payment with respect to such SecurityProvisional Redemption Date.

Provisional Redemption. The Company shall have the right, at the Company's option, at any time, and from time to time, on a Redemption Date on or after June 15July 26, 2007, to redeem (a "PROVISIONAL REDEMPTIONProvisional Redemption") all or any part of the Securities at a price equal to 100% of the then outstanding principal amount of the Security, plus accrued and unpaid interest (including Additional Interest), if any through the Redemption Date (the "REDEMPTION PRICE" (as defined below) Redemption Price"), plus the Make-Whole Payment (as defined below) if: (A) for each of at least twenty (20) 20 Trading Days in any consecutive thirty (30) 30 Trading Days ending on, and including, the Trading Day immediately preceding the date (the "NOTICE DATENotice Date") of mailing of the notice of Provisional Redemption as provided in SECTION 3.4 of the Indenture, the Closing Sale Price exceeds two hundred percent (200%) 160% of the Conversion Price in effect on such Trading Day; and (B) unless registration of the Securities or Common Stock is not required pursuant to the terms and conditions of the Registration Rights Agreement, on the Redemption Date and for a period of at least thirty (30) 30 days thereafter, a registration statement covering the Securities and the shares of Common Stock issuable upon conversion of the Securities is effective and available for use; and (C) no continuing Default or Event of Default exists that has not been cured or waived, in accordance herewith, on or before such Redemption Date. If redeemed during the twelve (12) month period commencing on June 15 of the years set forth below, the "REDEMPTION PRICE" shall be (expressed as a percentage of principal amount): YEAR REDEMPTION PRICE ---- ---------------- 2007 104.50% 2008 and thereafter 102.25% The "MAKEMake-WHOLE PAYMENTWhole Payment" with respect to a Security subject to a Provisional Redemption on a Redemption Date shall mean an amount equal to the sum of: (a) fifty "present value" of one hundred percent (50100%) of all remaining scheduled interest payments on such Security from, and including, such Redemption Date. The "present value" will be calculated using the bond equivalent yield on U.S. Treasury notes or bills having a term nearest in length to that of the remaining period from the date preceding the Notice Date through to the Maturity dateDate; (b) any defaulted interest provided, however, that if the Company shall have failed period from the Redemption Date to pay with respect to such Security on or prior to such Redemption date, including any unpaid interest that has accrued, in accordance with SECTION 2.12 the third anniversary of the Indentureissuance of the Securities is less than one year, to, and including, such Redemption Date the weekly average yield on any such defaulted interest; (c) any unpaid additional interest that has accrued with respect actually-traded U.S. Treasury notes or bills adjusted to such Security to, but excluding, such Redemption Datea constant maturity of one year shall be used. As soon as practicable after the time the amount of the Make-Whole Payment shall have been calculated, but no later than the second (2nd) Business Day immediately preceding such Redemption Date, the Company shall publicly disseminate the amount of the Make-Whole Payment in a press release or publish it on the Company's website. The Make-Whole Payment shall be paid by the Company on all Securities called for Provisional Redemption, including, without limitation, any Securities that have been converted into shares of Common Stock on or after the Notice Date and before such Redemption Date. In no event shall the Make-Whole Payment with respect to a Security that is called for Provisional Redemption be reduced by any amount of accrued and unpaid interest; provided, however, that in the event such Redemption Date is an interest payment date, then the Make-Whole Payment shall be reduced by any accrued and unpaid interest to, but excludingand including, the Redemption Date, which accrued and unpaid interest shall instead be paid by the Company on the Redemption Date to the Holder of record of such Security at the close of business on the record date for such interest payment. In no event shall a Holder that has converted, in accordance herewith, such Holder▇▇▇▇▇▇'s Security into shares of Common Stock, which Security has been called for Provisional Redemption, be required to surrender any such shares of Common Stock in order to be entitled to receive the Make-Whole Payment with respect to such Security.

Provisional Redemption. The Company shall have PPIs may be redeemed in whole or from time to time in part (a "Provisional Redemption" and the rightdate of such redemption a "Provisional Redemption Date") as follows: (a) The Series A PPIs may be redeemed at any time on or prior to February 15, 2002, at the Company's option, at any time, and from time to time, on a Redemption Date on or after June 15, 2007, to redeem (a "PROVISIONAL REDEMPTION") all or any part Price of 104.6% of the Securities at a price equal aggregate Stated Value of the PPIs to be redeemed, in the "REDEMPTION PRICE" (as defined below) plus event that the Make-Whole Payment (as defined below) if: (A) Current Market Value of the GTL Common Stock equals or exceeds the following Trigger Percentages of the prevailing GTL Conversion Price then in effect for each of at least twenty (20) 20 Trading Days in any consecutive thirty (30) 30 Trading Days Day period ending on, and including, on the Trading Day immediately preceding prior to the date (the "NOTICE DATE") of mailing of the notice of Globalstar Redemption Notice if called for Provisional Redemption as provided in SECTION 3.4 of the Indenture, the Closing Sale Price exceeds two hundred percent (200%) of the Conversion Price in effect on such Trading Day; and (B) on the Redemption Date and for a period of at least thirty (30) days thereafter, a registration statement covering the Securities and the shares of Common Stock issuable upon conversion of the Securities is effective and available for use; and (C) no continuing Default or Event of Default exists that has not been cured or waived, in accordance herewith, on or before such Redemption Date. If redeemed during the twelve (12) -month period commencing on June ending February 15 of the years set forth below, the "REDEMPTION PRICE" shall be (expressed as a percentage of principal amount): YEAR REDEMPTION PRICE following years: Year Trigger Percentage ---- ---------------- 2007 104.50------------------ 2000 170% 2008 and thereafter 102.252001 160% The "MAKE-WHOLE PAYMENT" with respect to a Security subject to a Provisional Redemption on a Redemption Date shall mean an amount equal to the sum of: (a) fifty percent (502002 150%) of all remaining scheduled interest payments on such Security from, and including, such Redemption Date through the Maturity date; (b) The Series B PPIs may be redeemed at any defaulted interest that the Company shall have failed to pay with respect to such Security time on or prior to such December 3, 2002, at the Redemption date, including any unpaid interest that has accruedPrice of 105.1% of the aggregate Stated Value of the PPIs to be redeemed, in accordance with SECTION 2.12 the event that the Current Market Value of the IndentureGTL Common Stock equals or exceeds the following Trigger Percentages of the prevailing GTL Conversion Price then in effect for at least 20 GTL Trading Days in any consecutive 30 GTL Trading Day period ending on the Trading Day prior to the date of mailing of the Globalstar Redemption Notice if called for Provisional Redemption in the 12-month -13- 14 period ending on the dates set forth below: Year Trigger Percentage ---- ------------------ December 1, to2000 170% December 1, and including2001 160% December 2, such Redemption Date on any such defaulted interest; 2002 150% (c) Upon any unpaid additional interest that has accrued with respect to such Security to, but excluding, such Redemption Date. As soon as practicable after the time the amount of the Make-Whole Payment shall have been calculated, but no later than the second (2nd) Business Day immediately preceding such Redemption Date, the Company shall publicly disseminate the amount of the Make-Whole Payment in a press release or publish it on the Company's website. The Make-Whole Payment shall be paid by the Company on all Securities called for Provisional Redemption, including, without limitation, any Securities that have been converted into shares of Common Stock on or after the Notice Date and before such Redemption Date. In no event Partnership shall make the Distribution Make-Whole Payment with respect to a Security that is the PPIs called for Provisional Redemption be reduced by any amount of accrued and unpaid interest; provided, however, that in redemption. The Partnership shall make the event such Redemption Date is an interest payment date, then the Distribution Make-Whole Payment shall be reduced by any accrued and unpaid interest toon all PPIs called for Redemption, but excluding, regardless of whether such PPIs are converted prior to the Provisional Redemption Date, which accrued and unpaid interest shall instead be paid by the Company on the Redemption Date to the Holder of record of such Security at the close of business on the record date for such interest payment. In no event shall a Holder that has converted, in accordance herewith, such Holder's Security into shares of Common Stock, which Security has been called for Provisional Redemption, be required to surrender any such shares of Common Stock in order to be entitled to receive the Make-Whole Payment with respect to such Security.

Provisional Redemption. The (a) Any time prior to January 15, 2011, the Company shall have the rightmay, at the Company's its option, at any timeredeem the Debentures in whole or in part (such redemption, and from time to time, on a Redemption Date on or after June 15, 2007, to redeem (a "PROVISIONAL REDEMPTION") all or on any part date from time to time, upon notice as set forth in Section 3.03 and in accordance with the provisions of Section 3.03, 3.04 and 3.05, at a redemption price, payable in cash, equal to 100% of the Securities at a price equal principal amount of the Debentures to be redeemed plus accrued and unpaid interest, if any, to (but excluding) the date of redemption (such amount, together with the Make Whole Payment described below, the "PROVISIONAL REDEMPTION PRICE" "), on the date of redemption (as defined belowthe "PROVISIONAL REDEMPTION DATE") plus if (i) the Make-Whole Payment (as defined below) if: (A) Last Reported Sale Price of the Common Stock has exceeded 125% of the Conversion Price then in effect for each of at least twenty (20) 20 Trading Days in any consecutive thirty (30) -Trading Days Day period ending on, and including, on the Trading Day immediately preceding prior to the date of the mailing of the Redemption Notice pursuant to Section 3.03 (the "NOTICE DATE") of mailing of the notice of Provisional Redemption as provided in SECTION 3.4 of the Indenture), the Closing Sale Price exceeds two hundred percent (200%) of the Conversion Price in effect on such Trading Day; and (Bii) on the Redemption Date and for a period of at least thirty either (301) days thereafter, a registration statement covering resales of the Securities Debentures and the shares of Common Stock issuable upon conversion of the Securities thereof is effective and available for use; use and is expected to remain effective for the 30 days following the Provisional Redemption Date or (C2) the Debentures and the Common Stock issuable upon conversion thereof are no continuing Default or Event of Default exists that has not been cured or waived, longer Transfer Restricted Securities (as defined in accordance herewith, on or before such the Registration Rights Agreement). (b) Upon any Provisional Redemption Date. If redeemed during the twelve (12) month period commencing on June 15 of the years set forth belowpursuant to Section 3.01(a), the Company shall make an additional payment (the "REDEMPTION PRICE" shall be (expressed as a percentage of principal amount): YEAR REDEMPTION PRICE ---- ---------------- 2007 104.50% 2008 and thereafter 102.25% The "MAKE-MAKE WHOLE PAYMENT" ") with respect to a Security subject the Debentures called for redemption to a Provisional Redemption on a Redemption Date shall mean holders of Debentures to be redeemed in an amount equal to the sum of: (a) fifty percent (50%) present value of all remaining scheduled payments of interest on the Debentures to be redeemed through and including January 15, 2011. The present value of the remaining scheduled interest payments on such Security from, and including, such Redemption Date through will be computed using a discount rate equal to the Maturity date; (b) any defaulted interest that the Treasury Yield. The Company shall have failed to pay with respect to such Security on or prior to such Redemption date, including any unpaid interest that has accrued, in accordance with SECTION 2.12 of the Indenture, to, and including, such Redemption Date on any such defaulted interest; (c) any unpaid additional interest that has accrued with respect to such Security to, but excluding, such Redemption Date. As soon as practicable after the time calculate the amount of the Make-Make Whole Payment shall have been calculatedand make such Make Whole Payment on all Debentures to be redeemed, but no later than including those Debentures converted into Common Stock between the second (2nd) Business Day immediately preceding such Notice Date and the Provisional Redemption Date, . (i) The Company may elect to pay the Company shall publicly disseminate the amount of the Make-Make Whole Payment or any portion thereof (i) in a press release or publish it on cash or, (ii) subject to the Company's website. The Make-Whole Payment shall be paid fulfillment by the Company on all Securities called for Provisional Redemptionof the conditions set forth in Section 3.08(e), including, without limitation, any Securities that have been converted into by delivering the number of shares of Common Stock on equal to (x) the Make Whole Payment (or after any portion thereof that the Notice Date and before such Company elects to pay in shares of Common Stock) divided by (y) 97.5% of the Market Price with respect to the applicable Provisional Redemption Date. In no event shall If the Make-Company elects to pay the Make Whole Payment in whole or in part with respect to a Security that is called for Provisional Redemption be reduced by any amount of accrued and unpaid interest; provided, however, that in the event such Redemption Date is an interest payment date, then the Make-Whole Payment shall be reduced by any accrued and unpaid interest to, but excluding, the Redemption Date, which accrued and unpaid interest shall instead be paid by the Company on the Redemption Date to the Holder of record of such Security at the close of business on the record date for such interest payment. In no event shall a Holder that has converted, in accordance herewith, such Holder's Security into shares of Common Stock, which Security has been called for Provisional Redemption, be required to surrender any such the Company shall pay cash in lieu of fractional shares of Common Stock in order to be entitled to receive based on the Make-Whole Payment Market Price with respect to such Securitythe applicable Provisional Redemption Date.

Provisional Redemption. The Company shall have the right, Securities may be redeemed at the election of the Company's option, as a whole or from time to time in part or any date, at any timetime prior to June 30, and 2006 (a “Provisional Redemption”), at a Redemption Price, payable in cash, equal to $1,000 per $1,000 principal amount of the Securities, on the date of redemption (the “Provisional Redemption Date”) if (i) the Closing Price of the Common Stock has exceeded 150% of the Conversion Price (as may be adjusted from time to time) then in effect for at least 20 Trading Days in any consecutive 30 Trading Day period ending on the Trading Day prior to the date of mailing of the provisional notice of redemption upon not less than 20 nor more than 60 days notice (the “Notice Date’), on and (ii) a Redemption Date on or after June 15, 2007, to redeem (a "PROVISIONAL REDEMPTION") all or any part registration statement covering resales of the Securities at a price and Common Stock issuable upon the conversion thereof is effective and available for use and is expected to remain effective for the 30 days following the Provisional Redemption Date. Upon any such Provisional Redemption, the Company shall make an additional payment (the “Make-Whole Payment”) with respect to the Securities called for redemption to Holders on the Notice Date in an amount equal to $90 per $1,000 principal amount of the "REDEMPTION PRICE" (as defined below) plus Securities, less the amount of any interest actually paid on such Securities prior to the Provisional Redemption Date. The Company shall make the Make-Whole Payment (as defined below) if: (A) for each of at least twenty (20) Trading Days in any consecutive thirty (30) Trading Days ending on, and including, the Trading Day immediately preceding the date (the "NOTICE DATE") of mailing of the notice of Provisional Redemption as provided in SECTION 3.4 of the Indenture, the Closing Sale Price exceeds two hundred percent (200%) of the Conversion Price in effect on such Trading Day; and (B) on the Redemption Date and for a period of at least thirty (30) days thereafter, a registration statement covering the Securities and the shares of Common Stock issuable upon conversion of the Securities is effective and available for use; and (C) no continuing Default or Event of Default exists that has not been cured or waived, in accordance herewith, on or before such Redemption Date. If redeemed during the twelve (12) month period commencing on June 15 of the years set forth below, the "REDEMPTION PRICE" shall be (expressed as a percentage of principal amount): YEAR REDEMPTION PRICE ---- ---------------- 2007 104.50% 2008 and thereafter 102.25% The "MAKE-WHOLE PAYMENT" with respect to a Security subject to a Provisional Redemption on a Redemption Date shall mean an amount equal to the sum of: (a) fifty percent (50%) of all remaining scheduled interest payments on such Security from, and including, such Redemption Date through the Maturity date; (b) any defaulted interest that the Company shall have failed to pay with respect to such Security on or prior to such Redemption date, including any unpaid interest that has accrued, in accordance with SECTION 2.12 of the Indenture, to, and including, such Redemption Date on any such defaulted interest; (c) any unpaid additional interest that has accrued with respect to such Security to, but excluding, such Redemption Date. As soon as practicable after the time the amount of the Make-Whole Payment shall have been calculated, but no later than the second (2nd) Business Day immediately preceding such Redemption Date, the Company shall publicly disseminate the amount of the Make-Whole Payment in a press release or publish it on the Company's website. The Make-Whole Payment shall be paid by the Company on all Securities called for Provisional Redemption, including, without limitation, any including those Securities that have been converted into shares of Common Stock on or after between the Notice Date and before such the Provisional Redemption Date. In no event shall The Company may elect to pay the Make-Whole Payment with respect or any portion thereof (i) in cash or, (ii) subject to a Security that is called for Provisional Redemption be reduced the fulfillment by any amount the Company of accrued and unpaid interest; providedthe conditions set forth in Section 10.1 of the Indenture, however, that in by delivering the event such Redemption Date is an interest payment date, then number of shares of Common Stock equal to (x) the Make-Whole Payment shall be reduced by (or any accrued and unpaid interest to, but excluding, the Redemption Date, which accrued and unpaid interest shall instead be paid by portion thereof that the Company on the Redemption Date elects to the Holder of record of such Security at the close of business on the record date for such interest payment. In no event shall a Holder that has converted, pay in accordance herewith, such Holder's Security into shares of Common Stock, which Security has been called for Provisional Redemption, be required to surrender any such shares ) divided by (y) 97% of the average of the Closing Prices per share of Common Stock in order for the five consecutive Trading Days immediately preceding and including the first Trading Day prior to be entitled to receive the Make-Whole Payment with respect to such SecurityProvisional Redemption Date.

Provisional Redemption. The Company shall have the right, at the Company's option, at At any time, and from time to time, on a Redemption Date on or after June 15prior to December 18, 20072002 (the "PROVISIONAL REDEMPTION DATE"), to the Company may redeem the Notes, in whole or in part (a the "PROVISIONAL REDEMPTION") all or any part ), at the following redemption prices plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the applicable redemption date if the Daily Market Price of the Securities at a price equal to Common Stock equals or exceeds the "REDEMPTION PRICE" (as defined below) plus following trigger percentages of the Make-Whole Payment (as defined below) if: (A) prevailing Conversion Price then in effect for each of at least twenty (20) Trading Days 20 trading days in any consecutive thirty (30) Trading Days -day trading period ending on, and including, on the Trading Day immediately preceding trading day prior to the date (the "NOTICE DATE") of mailing of the notice of Provisional Redemption as provided (the "NOTICE DATE"), if called for redemption in SECTION 3.4 the 12-month period ending on December 15 in the case of 2000 or 2001 and December 18 in the Indenturecase of 2002: TRIGGER REDEMPTION YEAR PERCENTAGE PRICE ---- ---------- ----- 2000............................................... 170% 105.750% 2001............................................... 160% 105.175% 2002............................................... 150% 104.600% Upon any Provisional Redemption, the Closing Sale Price exceeds two hundred percent Company shall make an additional payment in cash (200%) of the Conversion Price in effect on such Trading Day; and (B) on the Redemption Date and for a period of at least thirty (30) days thereafter, a registration statement covering the Securities and the shares of Common Stock issuable upon conversion of the Securities is effective and available for use; and (C) no continuing Default or Event of Default exists that has not been cured or waived, in accordance herewith, on or before such Redemption Date. If redeemed during the twelve (12) month period commencing on June 15 of the years set forth below, the "REDEMPTION PRICE" shall be (expressed as a percentage of principal amount): YEAR REDEMPTION PRICE ---- ---------------- 2007 104.50% 2008 and thereafter 102.25% The "MAKE-WHOLE PAYMENT" ") with respect to a Security subject to a the Notes converted into Common Stock between the Notice Date and the Provisional Redemption on a Redemption Date shall mean an amount equal to the sum of: (a) fifty percent (50%) of all remaining scheduled interest payments on such Security from, and including, such Redemption Date through the Maturity date; (b) any defaulted interest that the Company shall have failed to pay with respect to such Security on or prior to such Redemption date, including any unpaid interest that has accrued, in accordance with SECTION 2.12 Holders thereof as of the Indenture, to, and including, such Redemption Date on any such defaulted interest; (c) any unpaid additional interest that has accrued with respect to such Security to, but excluding, such Redemption Date. As soon as practicable after the time the amount of the Make-Whole Payment shall have been calculated, but no later than the second (2nd) Business Day immediately preceding such Redemption Date, the Company shall publicly disseminate the amount of the Make-Whole Payment in a press release or publish it on the Company's websiteapplicable Conversion Dates. The Make-Whole Payment shall will be paid by equal to the Company on all Securities called for Provisional Redemption, including, without limitation, any Securities sum of the aggregate amount of interest payments that would otherwise have been converted into shares of Common Stock on or after accrued from the Notice Date and before such Redemption Date. In no event shall the Make-Whole Payment with respect to a Security that is called for Provisional Redemption be reduced by any amount of accrued and unpaid interest; providedDate through December 18, however, that in 2002 (the event such Redemption Date is an interest payment date, then the Make"MAKE-Whole Payment shall be reduced by any accrued and unpaid interest to, but excluding, the Redemption Date, which accrued and unpaid interest shall instead be paid by the Company on the Redemption Date to the Holder of record of such Security at the close of business on the record date for such interest payment. In no event shall a Holder that has converted, in accordance herewith, such Holder's Security into shares of Common Stock, which Security has been called for Provisional Redemption, be required to surrender any such shares of Common Stock in order to be entitled to receive the Make-Whole Payment with respect to such SecurityWHOLE PERIOD").

Provisional Redemption. The Company shall have the right, Securities may be redeemed at the election of the Company's option, as a whole or from time to time in part or any date, at any timetime prior to October 17, and 2003 (a "Provisional Redemption"), at a Redemption Price equal to $1,000 per $1,000 principal amount of the Securities, on the date of redemption (the "Provisional Redemption Date") if (i) the Closing Price of the Common Stock has exceeded 150% of the Conversion Price (as may be adjusted from time to time) then in effect for at least 20 Trading Days in any consecutive 30 Trading Day period ending on the Trading Day prior to the date of mailing of the provisional notice of redemption upon not less than 20 nor more than 60 days notice (the "Notice Date'), on and (ii) a Redemption Date on or after June 15, 2007, to redeem (a "PROVISIONAL REDEMPTION") all or any part registration statement covering resales of the Securities at a price and Common Stock issuable upon the conversion thereof is effective and available for use and is expected to remain effective for the 30 days following the Provisional Redemption Date. Upon any such Provisional Redemption, the Company shall make an additional payment (the "Make-Whole Payment") with respect to the Securities called for redemption to Holders on the Notice Date in an amount equal to $105.00 per $1,000 principal amount of the "REDEMPTION PRICE" (as defined below) plus Securities, less the amount of any interest actually paid on such Securities prior to the Provisional Redemption Date. The Company shall make the Make-Whole Payment (as defined below) if: (A) for each of at least twenty (20) Trading Days in any consecutive thirty (30) Trading Days ending on, and including, the Trading Day immediately preceding the date (the "NOTICE DATE") of mailing of the notice of Provisional Redemption as provided in SECTION 3.4 of the Indenture, the Closing Sale Price exceeds two hundred percent (200%) of the Conversion Price in effect on such Trading Day; and (B) on the Redemption Date and for a period of at least thirty (30) days thereafter, a registration statement covering the Securities and the shares of Common Stock issuable upon conversion of the Securities is effective and available for use; and (C) no continuing Default or Event of Default exists that has not been cured or waived, in accordance herewith, on or before such Redemption Date. If redeemed during the twelve (12) month period commencing on June 15 of the years set forth below, the "REDEMPTION PRICE" shall be (expressed as a percentage of principal amount): YEAR REDEMPTION PRICE ---- ---------------- 2007 104.50% 2008 and thereafter 102.25% The "MAKE-WHOLE PAYMENT" with respect to a Security subject to a Provisional Redemption on a Redemption Date shall mean an amount equal to the sum of: (a) fifty percent (50%) of all remaining scheduled interest payments on such Security from, and including, such Redemption Date through the Maturity date; (b) any defaulted interest that the Company shall have failed to pay with respect to such Security on or prior to such Redemption date, including any unpaid interest that has accrued, in accordance with SECTION 2.12 of the Indenture, to, and including, such Redemption Date on any such defaulted interest; (c) any unpaid additional interest that has accrued with respect to such Security to, but excluding, such Redemption Date. As soon as practicable after the time the amount of the Make-Whole Payment shall have been calculated, but no later than the second (2nd) Business Day immediately preceding such Redemption Date, the Company shall publicly disseminate the amount of the Make-Whole Payment in a press release or publish it on the Company's website. The Make-Whole Payment shall be paid by the Company on all Securities called for Provisional Redemption, including, without limitation, any including those Securities that have been converted into shares of Common Stock on or after between the Notice Date and before such the Provisional Redemption Date. In no event shall The Company may elect to pay the Make-Whole Payment with respect or any portion thereof (i) in cash or, (ii) subject to a Security that is called for Provisional Redemption be reduced the fulfillment by any amount the Company of accrued and unpaid interest; providedthe conditions set forth in Section 10.1 of the Indenture, however, that in by delivering the event such Redemption Date is an interest payment date, then number of shares of Common Stock equal to (x) the Make-Whole Payment shall be reduced by (or any accrued and unpaid interest to, but excluding, the Redemption Date, which accrued and unpaid interest shall instead be paid by portion thereof that the Company on the Redemption Date elects to the Holder of record of such Security at the close of business on the record date for such interest payment. In no event shall a Holder that has converted, pay in accordance herewith, such Holder's Security into shares of Common Stock, which Security has been called for Provisional Redemption, be required to surrender any such shares ) divided by (y) 97% of the average of the Closing Prices per share of Common Stock in order for the five consecutive Trading Days immediately preceding and including the first Trading Day prior to be entitled to receive the Make-Whole Payment with respect to such SecurityProvisional Redemption Date.