Common use of Redemption at Option of the Corporation Clause in Contracts

Redemption at Option of the Corporation. The Corporation may, at its option, at any time redeem in whole, or from time to time in part, out of the earned funds of the Corporation, the Series A of Class B Preferred Stock on any date set by the Board of Directors, at $10.00 per share plus, in each case, an amount in cash equal to all dividends on the Series A of Class B Preferred Stock accrued and unpaid thereon, pro rata to the date fixed for redemption (such sum being hereinafter referred to as the "Redemption Price"). In case of the redemption of less than all of the then outstanding Series A of Class B Preferred Stock, the Corporation shall designate by lot, or in such other manner as the Board of Directors may determine, the shares to be redeemed or shall effect such redemption pro rata. Notwithstanding the foregoing, the Corporation shall not redeem less than all of the Series A of Class B Preferred Stock at any time outstanding until all dividends accrued and in arrears upon all Series A of Class B Preferred Stock then outstanding shall have been paid for a1 past dividend periods. Not less than thirty (30) days prior to the redemption date notice by first class mail, postage prepaid, shall be given to the holders of record of the Series A of Class B Preferred Stock to be redeemed, addressed to such stockholders at their last addresses as shown on the books of the Corporation. Each such notice of redemption shall specify the date fixed for redemption, the Redemption Price, the place or p1aces of payment, that payment will be made upon presentation and surrender of the shares of the Series A of Class B Preferred Stock and that on and after the redemption date, dividends will cease to accumu1ate on such shares. Any notice which is mailed as herein provided shall be conclusively presumed to have been duly given, whether or not the holder of the Series A of Class B Preferred Stock receives such notice; and failure to give such notice by mail, or any defect in such notice, to the holders of any shares designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of the Series A of Class B Preferred stock. On or after the date fixed for redemption as stated in such notice, each holder of the shares called for redemption shall surrender the certificate evidencing such shares to the Corporation at the place designated in such notice and shall thereupon be entitled to receive payment of the Redemption Price. If less than all the shares represented by any such surrendered certificate are redeemed, a new certificate shall be issued representing the unredeemed shares. If, on the date fixed for redemption, funds necessary for the redemption shall be available therefor and shall have been irrevocably deposited or set aside, then, notwithstanding that the certificates evidencing any shares so called for redemption shall not have been surrendered, the dividends with respect to the shares so called shall cease to accrue after the date fixed for redemption, the shares shall no longer be deemed outstanding, the holders thereof shall cease to be stockholders, and all rights whatsoever with respect to the shares so called for redemption (except the right of the holders to receive the Redemption Price without interest upon surrender of their certificates therefor) shall terminate. The shares of Series A of Class B Preferred Stock shall not be subject to the operation of any purchase, retirement or sinking fund.

Redemption at Option of the Corporation. The Any time after the first anniversary of the Issue Date, the Corporation mayshall have the right, at its option, exercisable at any time redeem in whole, or and from time to time in parttime, out to redeem the whole or any part of the earned funds outstanding Series A Shares from any one or more of the Corporation, holders thereof as the Board may in its sole discretion determine on payment of an amount for each Series A of Class B Preferred Stock on any date set by the Board of Directors, at $10.00 per share plus, in each case, an amount in cash Share to be redeemed equal to the Issue Price, plus all dividends on the Series A of Class B Preferred Stock accrued declared and unpaid thereon, pro rata to dividends thereon (the date fixed for redemption (such sum whole being hereinafter referred to as the "“Redemption Price"). In case Amount”) on the following conditions: (a) the Corporation may redeem all or any of the redemption of less than all of the then outstanding such Series A Shares held by any holder and need not redeem such Series A Shares on a pro rata basis among all holders of Class B Preferred Stocksuch Series A Shares, but the Corporation shall give notice of such redemption to all holders of Series A Shares; (b) subject to clause (d), the Corporation shall designate by lot, or must give notice in such other manner as writing to each person who at the Board record date for the determination of Directors may determine, the shares holders entitled to receive notice is a holder of Series A Shares to be redeemed or shall effect such pursuant to this Article 3.12 at least 10 days before the date specified for redemption pro rata. Notwithstanding of the foregoing, intention of the Corporation shall not to redeem less than all of the such Series A Shares. Such notice may be given by mail or delivered by courier (or with the consent of Class B Preferred Stock at any time outstanding until all dividends accrued particular holder, otherwise delivered) and in arrears upon all Series A of Class B Preferred Stock then outstanding shall have been paid for a1 past dividend periods. Not less than thirty (30) days prior subject to the redemption date notice by first class mailconsent of any particular holder as referred to above) may be mailed, postage prepaid, shall be given to the holders of record of the Series A of Class B Preferred Stock to be redeemedprepaid or delivered, addressed to each holder at the last address of such stockholders at their last addresses holder as shown it appears on the books records of the Corporation. Each such notice of redemption shall specify Corporation or in the date fixed for redemption, the Redemption Price, the place or p1aces of payment, that payment will be made upon presentation and surrender event of the shares address of the Series A holder not so appearing then to the last know address of Class B Preferred Stock and that on and after the redemption date, dividends will cease to accumu1ate on such sharesholder. Any notice which is mailed as herein provided shall be conclusively presumed to have been duly given, whether or not the holder of the Series A of Class B Preferred Stock receives such notice; and The accidental failure to give such notice by mail, to one or any defect in more such notice, to the holders of any shares designated for redemption shall will not affect the validity of redemption from other holders. Such notice will set out the proceedings for Redemption Amount and the date on which redemption is to take place and if only part of the shares held by the person to whom it is addressed are to be redeemed the number thereof to be redeemed; (c) notwithstanding any other shares provision in these Articles, the Corporation will not redeem Series A Shares pursuant to this Article 3.12 to the extent that such redemption would render the Corporation insolvent after such redemption, or would be contrary to the solvency requirements or other provision of applicable law; (d) any person who is otherwise entitled to notice pursuant to clause (b) may waive such notice or any of the requirements for that notice or the time for giving that notice and that waiver, whether given before or after redemption, will be effective for all purposes of these Articles and will cure any failure in respect of such notice, including, without limitation, any failure to give that notice, to give any specified or required form of notice, or to give such notice by any particular dates; (e) on or after the date specified for redemption, the Corporation will pay or cause to be paid to the order of the holders of the Series A Shares to be redeemed the Redemption Amount on presentation and surrender at the registered office of Class B Preferred stockthe Corporation or any other place designated in such notice of the certificates representing the Series A Shares called for redemption and upon such payment such Series A Shares will be redeemed. On Such payment will be made by cheque at par at any branch of the Corporation’s bankers in Canada (or, with the consent of the holder, by any other means of immediately available funds, or by issuance to the holder of a promissory note of the Corporation payable upon demand without interest, or by the distribution of property or assets of the Corporation or by any other means). If only part of the shares represented by any certificate are to be redeemed, a new certificate for the balance will be issued at the expense of the Corporation. From and after the date fixed specified for redemption in any such notice the holders of the Series A Shares called for redemption will cease to be entitled to dividends (if any) to which they may otherwise be entitled and will not be entitled to exercise any of the rights of holders of Series A Shares in respect thereof unless payment of the Redemption Amount is not made upon presentation of certificates in accordance with the foregoing provisions, in which case the rights of the holder of the said Series A Shares will remain unaffected. The Corporation will have the right at any time after mailing (or delivery, as stated in such notice, each holder the case may be) of the notice of its intention to redeem any Series A Shares to deposit the Redemption Amount of the shares called for redemption shall surrender represented by certificates as have not as at the certificate evidencing date of such shares deposit been surrendered by the holders thereof in connection with such redemption to a special account in any major Canadian chartered bank or any major trust company in Canada, in each case as named in such notice, or in such other notice the Corporation may send in the same manner to such holders, to be paid without interest to or to the Corporation at the place designated in such notice and shall thereupon be entitled to receive payment order of the Redemption Price. If less than all respective holders of the shares represented by any such surrendered certificate are redeemedSeries A Shares called for redemption upon presentation and surrender to such bank or trust company of the certificates representing such shares, a new certificate shall be issued representing the unredeemed shares. If, on and upon such deposit being made or upon the date fixed specified for redemption, funds necessary for the redemption shall be available therefor and shall have been irrevocably deposited or set aside, then, notwithstanding that the certificates evidencing any shares so called for redemption shall not have been surrenderedwhichever is later, the dividends with Series A Shares in respect to whereof such deposit has been made will be redeemed and the shares so called shall cease to accrue after the date fixed for redemption, the shares shall no longer be deemed outstanding, rights of the holders thereof shall cease after such deposit or such redemption date, as the case may be, will be limited to be stockholders, receiving without interest their proportionate part of the total Redemption Amount so deposited against presentation and all rights whatsoever with respect surrender of the said certificates held by them respectively. Any interest allowed on such deposit will belong to the shares so called for redemption Corporation. (except f) Other than as specifically permitted by Article 3.8(l) and this Article 3.12, the right Corporation may not redeem any of the holders to receive the Redemption Price without interest upon surrender of their certificates therefor) shall terminate. The shares of outstanding Series A of Class B Preferred Stock shall not be subject to the operation of any purchase, retirement or sinking fundShares.

Redemption at Option of the Corporation. (a) Subject to Section 6(b), the Corporation may not redeem the Convertible Preferred Stock prior to _______________, 2002 [four years from issuance date]. The Corporation mayCorporation, at its option, may, on or after _______, 2002, redeem at any time redeem in wholeall, or from time to time in partany portion, out of the earned funds of the Corporation, the Series A of Class B Convertible Preferred Stock on any date set by the Board of Directors, at $10.00 1,000 per share, plus an amount per share plus, in each case, an amount in cash equal to all dividends on the Series A of Class B Convertible Preferred Stock accrued accumulated and unpaid thereonon such share, pro rata whether or not declared, to the date fixed for redemption (such sum being hereinafter referred to as the "Redemption Price"). In case ---------------- (b) The Corporation may, at its option, redeem the Convertible Preferred Stock concurrently with an Acquisition Event (as defined herein) if each of the redemption of less than all following conditions are met: (i) the Corporation has complied with the covenants contained in Sections 8.4 and 8.5 of the then outstanding Series A Preferred Stock Purchase Agreement (as defined in Section 8) in all material respects; (ii) the Purchaser (as defined in the Preferred Stock Purchase Agreement) has been notified in writing of Class B Preferred Stockall material terms of the Acquisition Proposal (as defined herein) that relates to such Acquisition Event; and (iii) either (A) such Purchaser, within 15 days of the first date on which it had been so notified of such Acquisition Proposal, failed to make an offer that is similar to, and on terms no less favorable to the Company and its shareholders than, the Corporation shall designate by lot, Acquisition Proposal; or in such other manner as the Board of Directors may determine, the shares to be redeemed or shall effect such redemption pro rata. Notwithstanding the foregoing, the Corporation shall not redeem less than all of the Series A of Class B Preferred Stock at any time outstanding until all dividends accrued and in arrears upon all Series A of Class B Preferred Stock then outstanding shall have been paid for a1 past dividend periods. Not less than thirty (30B) days prior to the date of a definitive agreement with respect to an Acquisition Transaction with Purchaser or an affiliate of Purchaser, (x) the terms of the Acquisition Proposal are improved or a new proposal regarding an Acquisition Transaction that is financially superior to such original proposal (a "Superior Proposal") is received by the Company and the Purchaser falls to ----------------- match such improved terms or such Superior Proposal within five business days of Purchaser's receipt of written notice of all material terms thereof or (y) the Purchaser withdraws its offer. Any redemption date notice by first class mail, postage prepaid, pursuant to this Section 6(b) shall be given to the holders of record of the Series A of Class B Preferred Stock to be redeemed, addressed to such stockholders at their last addresses as shown on the books of the Corporation. Each such notice of redemption shall specify the date fixed for redemption, the Redemption Price, the place or p1aces of payment, that payment will be made upon presentation and surrender of the shares of the Series A of Class B Preferred Stock and that on and after the redemption date, dividends will cease to accumu1ate on date for any such shares. Any notice which is mailed as herein provided shall be conclusively presumed to have been duly given, whether or not the holder of the Series A of Class B Preferred Stock receives such notice; and failure to give such notice by mail, or any defect in such notice, to the holders of any shares designated for redemption shall not affect be earlier than, but may be concurrent with, the validity effective time of the proceedings for Acquisition Event. For purposes of this Section 6(b), the redemption of following terms shall have the following meanings: "Acquisition Proposal" shall mean a -------------------- proposal relating to any other shares of the Series A following actions: (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company; or (B) a sale, lease or transfer of Class B Preferred stock. On or after the date fixed for redemption as stated in such notice, each holder a material amount of assets of the shares called for redemption shall surrender the certificate evidencing such shares to the Corporation at the place designated in such notice and shall thereupon be entitled to receive payment Company, or a reorganization, recapitalization, dissolution or liquidation of the Redemption Price. If less than all the shares represented by Company; "Acquisition Transaction" shall mean ----------------------- any such surrendered certificate are redeemed, a new certificate shall be issued representing the unredeemed shares. If, on the date fixed for redemption, funds necessary for the redemption shall be available therefor and shall have been irrevocably deposited or set aside, then, notwithstanding that the certificates evidencing any shares so called for redemption shall not have been surrendered, the dividends with respect to the shares so called shall cease to accrue after the date fixed for redemption, the shares shall no longer be deemed outstanding, the holders thereof shall cease to be stockholders, and all rights whatsoever with respect to the shares so called for redemption (except the right of the holders to receive actions described in (A) or (B) of the Redemption Price without interest upon surrender definition of their certificates therefor) "Acquisition Proposal"; and "Acquisition Event" shall terminate. The shares mean the consummation of Series A of Class B Preferred Stock shall not be subject to the operation of any purchase, retirement or sinking fundan Acquisition ----------------- Transaction.

Redemption at Option of the Corporation. The Convertible PIK Preferred Stock may not be redeemed by the Corporation mayprior to September 30, 2000. Subject to the foregoing, Convertible PIK Preferred Stock may be redeemed by the Corporation, at its option, at any time redeem in whole, or from time to time in part, out of the earned funds of the Corporation, the Series A of Class B Preferred Stock option on any date set by the Board of Directors, in whole or in part at $10.00 any time, subject to the limitations, if any, imposed by applicable law, for an amount in cash equal to the following redemption prices per share if redeemed during the 12-month period beginning on September 30 of any year indicated below: Year Redemption Price ---- Per Share --------- 2000...........................................$ 26.50 2001...........................................$ 26.00 2002...........................................$ 25.50 2003 and thereafter............................$ 25.00 55 plus, in each case, an amount in cash equal to all per share dividends on the Series A of Class B Convertible PIK Preferred Stock accrued and unpaid thereon, pro rata whether or not declared, through the date prior to the date fixed for redemption (redemption, such sum being hereinafter referred to as the "Redemption Price")." No redemption date shall be the same as a dividend record date fixed under Section III. If a redemption date established by the Board of Directors is after a dividend record date then or theretofore fixed under Section III, it shall be at least six business days after such dividend record date. Nothing contained herein shall limit the Board of Directors' discretion to establish a redemption date that is prior to a dividend record date then or theretofore fixed, without regard to the effect of such redemption date on the dividend rights of holders of Convertible PIK Preferred Stock who elect to convert under Section VI prior to the redemption date. In the case of the redemption of less than all of the then outstanding Series A of Class B Convertible PIK Preferred Stock, the Corporation shall designate by lot, or in such other manner as the Board of Directors may determinedetermine to be fair, the shares to be redeemed redeemed, or shall effect affect such redemption pro rata. Notwithstanding the foregoing, the Corporation shall not redeem less than all of the Series A of Class B Convertible PIK Preferred Stock at any time outstanding until all dividends accrued and in arrears upon all Series A of Class B Convertible PIK Preferred Stock then outstanding shall have been paid in full for a1 all past dividend periods. Not more than ninety nor less than thirty (30) days prior to the date fixed for redemption date by the Board of Directors, notice thereof by first class mail, postage prepaid, shall be given to the holders of record of the Series A shares of Class B Convertible PIK Preferred Stock to be redeemed, addressed to such stockholders holders at their last addresses as shown on upon the stock transfer books of the Corporation. Each such notice of redemption shall specify specify, the shares being redeemed, the date fixed for redemption, the Redemption Price, the place or p1aces places of payment, that payment will be made upon presentation and surrender of the shares of the Series A of Class B Convertible PIK Preferred Stock and Stock, that on and after the date fixed for redemption date, dividends will cease to accumu1ate accrue on such shares, the conversion price pursuant to Section VI and that the right of holders to convert shares of Convertible PIK Preferred Stock shall terminate at the close of business on the fifth business day prior to the date fixed for redemption (unless the Corporation defaults in the payment of the Redemption Price). Any If and only if there are more than ten holders of Convertible PIK Preferred Stock, any notice which that is mailed as herein provided shall be conclusively presumed to have been duly given, whether or not the holder of the Series A shares of Class B Convertible PIK Preferred Stock receives such notice; and failure . If there are less than ten holders of Convertible PIK Preferred Stock, notice shall be effective if given in accordance with Section 9.02 of the Stock Purchase Agreement pursuant to which the Convertible PIK Preferred Stock is issued. Failure to give such notice by mail, mail or any defect in such notice, notice to the holders of any shares designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of the Series A of Class B Convertible PIK Preferred stockStock. On or after the date fixed for redemption as stated in such notice, each holder of the shares called for redemption shall surrender the certificate evidencing such shares to the Corporation at the place designated in such notice and shall thereupon be entitled to receive payment of the Redemption Price. If less than all the shares represented evidenced by any such surrendered certificate are redeemed, a new certificate shall be issued representing evidencing the unredeemed shares. If56 Notice having been given as aforesaid, if, on the date fixed for redemption, funds necessary for the redemption shall be available therefor and shall have been irrevocably deposited with a bank or set asidetrust company with irrevocable instructions and authority to pay the Redemption Price to the holders of the Convertible PIK Preferred Stock, then, notwithstanding that the certificates evidencing any shares so called for redemption shall not have been surrendered, the dividends with respect to the shares so called shall cease to accrue on and after the date fixed for redemption, the such shares shall no longer be deemed outstanding, the holders thereof shall cease to be stockholders, stockholders of the Corporation and all rights whatsoever with respect to the shares so called for redemption (except the right of the holders to receive the Redemption Price without interest upon surrender of their certificates therefor) shall terminate. If funds legally available for such purpose are not sufficient for redemption of the shares of Convertible PIK Preferred Stock which were to be redeemed, then the certificates evidencing such shares shall be deemed not to be surrendered, such shares shall remain outstanding and the right of holders of shares of Convertible PIK Preferred Stock thereafter shall continue to be only those of a holder of shares of the Convertible PIK Preferred Stock. The shares of Series A of Class B Convertible PIK Preferred Stock shall not be subject to the operation of any mandatory purchase, retirement or sinking fund.

Redemption at Option of the Corporation. The Corporation mayAt any time prior to the Maturity Date, at its sole option, the Corporation may redeem any or all shares of Series A-X Preferred Stock at any time redeem in whole, or from time a cash redemption price per share equal to time in part, out the Redemption Price if (i) a shelf registration statement covering resales of the earned funds Common Stock issuable upon conversion of Series A-X Preferred Stock is effective and available for use in accordance with Section 8.1 of the CorporationPurchase Agreement and is expected to remain effective and available for use for the thirty (30) days following the date of the notice provided by the Corporation pursuant to Section 5(c), unless registration is no longer required pursuant to the terms and conditions of the Purchase Agreement and (ii) the Common Stock issuable upon conversion of the Series A-X Preferred Stock is listed or admitted for trading on an Approved Market and is expected to remain so listed or admitted for trading for the thirty (30) days following the date of the notice provided by the Corporation pursuant to Section 5(c). Except as set forth in this Section 5(b), the Corporation shall not have the option to redeem any shares of Series A of Class B A-X Preferred Stock on any date set by the Board of Directors, at $10.00 per share plus, in each case, an amount in cash equal to all dividends on the Series A of Class B Preferred Stock accrued and unpaid thereon, pro rata to the date fixed for redemption (such sum being hereinafter referred to as the "Redemption Price")Stock. In case of the redemption of less If fewer than all of the then outstanding shares of Series A of Class B A-X Preferred StockStock are to be redeemed pursuant to this Section 5(b), the Corporation shares of each holder of Series A-X Preferred Stock shall designate be redeemed on a pro rata basis (according to the number of shares of Series A-X Preferred Stock held by loteach holder, with any fractional shares rounded to the nearest whole share or in such other manner as the Board of Directors may determine, the shares to as may be redeemed or shall effect such redemption pro rata. Notwithstanding the foregoing, the Corporation shall not redeem less than all prescribed by resolution of the Series A Board of Class B Preferred Stock at any time outstanding until all dividends accrued and in arrears upon all Series A of Class B Preferred Stock then outstanding shall have been paid for a1 past dividend periods. Not less than thirty (30) days prior to the redemption date notice by first class mail, postage prepaid, shall be given to the holders of record of the Series A of Class B Preferred Stock to be redeemed, addressed to such stockholders at their last addresses as shown on the books of the Corporation. Each such notice of redemption shall specify the date fixed for redemption, the Redemption Price, the place or p1aces of payment, that payment will be made upon presentation and surrender of the shares of the Series A of Class B Preferred Stock and that on and after the redemption date, dividends will cease to accumu1ate on such shares. Any notice which is mailed as herein provided shall be conclusively presumed to have been duly given, whether or not the holder of the Series A of Class B Preferred Stock receives such notice; and failure to give such notice by mail, or any defect in such notice, to the holders of any shares designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of the Series A of Class B Preferred stock. On or after the date fixed for redemption as stated in such notice, each holder of the shares called for redemption shall surrender the certificate evidencing such shares to the Corporation at the place designated in such notice and shall thereupon be entitled to receive payment of the Redemption Price. If less than all the shares represented by any such surrendered certificate are redeemed, a new certificate shall be issued representing the unredeemed shares. If, on the date fixed for redemption, funds necessary for the redemption shall be available therefor and shall have been irrevocably deposited or set aside, then, notwithstanding that the certificates evidencing any shares so called for redemption shall not have been surrendered, the dividends with respect to the shares so called shall cease to accrue after the date fixed for redemption, the shares shall no longer be deemed outstanding, the holders thereof shall cease to be stockholders, and all rights whatsoever with respect to the shares so called for redemption (except the right of the holders to receive the Redemption Price without interest upon surrender of their certificates therefor) shall terminate. The shares of Series A of Class B Preferred Stock shall not be subject to the operation of any purchase, retirement or sinking fundDirectors).

Redemption at Option of the Corporation. The Corporation mayshall have the right to redeem shares of Series E Preferred Stock pursuant to the following provisions: (i) Subject to the restrictions set forth in Section 1(g)(i), the Corporation shall have the right, at its optionsole option and election, to redeem the shares of the Series E Preferred Stock, in whole but not in part, at any time redeem in whole, or from time at a redemption price per share (the "Series E Redemption Price") equal to time in part, out the Liquidation Preference thereof as of the earned redemption date; provided, that if the funds legally available to the Corporation are insufficient to effect the redemption of the CorporationSeries E Preferred Stock in full, such funds shall be allocated among the shares of Series E Preferred Stock ratably in accordance with the number of shares of such Series outstanding as of the redemption date; (ii) Notice of any redemption of the Series A of Class B E Preferred Stock on any date set by the Board of Directors, shall be mailed at $10.00 per share plus, in each case, an amount in cash equal to all dividends on the Series A of Class B Preferred Stock accrued and unpaid thereon, pro rata least ten but not more than 60 days prior to the date fixed for redemption (such sum being hereinafter referred to as the "Redemption Price"). In case each holder of the redemption of less than all of the then outstanding Series A of Class B Preferred Stock, the Corporation shall designate by lot, or in such other manner as the Board of Directors may determine, the shares to be redeemed or shall effect such redemption pro rata. Notwithstanding the foregoing, the Corporation shall not redeem less than all of the Series A of Class B Preferred Stock at any time outstanding until all dividends accrued and in arrears upon all Series A of Class B Preferred Stock then outstanding shall have been paid for a1 past dividend periods. Not less than thirty (30) days prior to the redemption date notice by first class mail, postage prepaid, shall be given to the holders of record of the Series A of Class B E Preferred Stock to be redeemed, addressed to at such stockholders at their last addresses holder's address as shown it appears on the books of the Corporation. Each such notice In order to facilitate the redemption of redemption shall specify the Series E Preferred Stock, the Board of Directors of the Corporation may fix a record date for the determination of holders of Series E Preferred Stock to be redeemed, or may cause the transfer books of the Corporation to be closed for the transfer of the Series E Preferred Stock, not more than 60 days prior to the date fixed for such redemption, ; (iii) Within two Business Days after the Redemption Price, redemption date specified in the place or p1aces of payment, that payment will be made upon presentation notice given pursuant to paragraph (ii) above and the surrender of the certificate(s) representing shares of Series E Preferred Stock, the Series A of Class B Preferred Stock and that on and after the redemption date, dividends will cease Corporation shall pay to accumu1ate on such shares. Any notice which is mailed as herein provided shall be conclusively presumed to have been duly given, whether or not the holder of the shares being redeemed the Series A E Redemption Price therefor. Such payment shall be made by wire transfer of Class B Preferred Stock receives immediately available funds to an account designated by such notice; and failure holder or by overnight delivery (by a nationally recognized courier) of a bank check to give such notice by mail, or any defect in such notice, to holder's address as it appears on the holders of any shares designated for redemption shall not affect the validity books of the proceedings for Corporation; and (iv) Effective upon the redemption of any other shares date of the Series A of Class B Preferred stock. On or after the date fixed for redemption as stated in such notice, each holder of the shares called for redemption shall surrender the certificate evidencing such shares notice given pursuant to the Corporation at the place designated in such notice and shall thereupon be entitled to receive payment of the Redemption Price. If less than all the shares represented by any such surrendered certificate are redeemed, a new certificate shall be issued representing the unredeemed shares. If, on the date fixed for redemption, funds necessary for the redemption shall be available therefor and shall have been irrevocably deposited or set aside, thenparagraph (ii) above, notwithstanding that the certificates evidencing any certificate for such shares so called for redemption shall not have been surrendered, the dividends with respect to the shares so called shall cease to accrue after the date fixed surrendered for redemptioncancellation, the shares represented thereby shall no longer be deemed outstanding, the holders thereof rights to receive dividends thereon shall cease to be stockholders, accrue from and after the date of redemption designated in the notice of redemption and all rights whatsoever with respect to of the holders of the shares so of the Series E Preferred Stock called for redemption (except shall cease and terminate, excepting only the right of the holders to receive the Series E Redemption Price without interest upon surrender of their certificates therefortherefor in accordance with paragraph (iii) shall terminate. The shares of Series A of Class B Preferred Stock shall not be subject to the operation of any purchase, retirement or sinking fundabove.

Redemption at Option of the Corporation. (a) The Corporation may, at its optionshall have the right to redeem, at any time redeem in whole, or from time to time in partafter the fifth anniversary of the Original Issuance Date, out of the earned funds legally available for such purpose, all, but not less than all, of the Corporation, the Series A shares of Class B Convertible Preferred Stock then outstanding, for an amount per share (the "Corporation ----------- Redemption Price"), which shall be payable in cash, as set forth below: ---------------- (i) 103% of the Liquidation Amount, if such redemption occurs on any or after the fifth anniversary of the Original Issuance Date and before the sixth anniversary date set of the Original Issuance Date; (ii) 102% of the Liquidation Amount, if such redemption occurs on or after the sixth anniversary of the Original Issuance Date and before the eighth anniversary date of the Original Issuance Date; and (iii) 101% of the Liquidation Amount, if such redemption occurs on or after the eighth anniversary of the Original Issuance Date but prior to the Maturity Date. (b) Not less than 20 nor more than 60 days (such date as fixed by the Board of Directors, at $10.00 per share plus, in each case, an amount in cash equal Directors of the Corporation is referred to all dividends on herein as the Series A of Class B Preferred Stock accrued and unpaid thereon, pro rata "Redemption ---------- Record Date") prior to the date fixed for any redemption (such sum being hereinafter referred to as the "Redemption Price"). In case of shares of the redemption of less than all ----------- Convertible Preferred Stock pursuant to this Section 5, a notice specifying the time and place of the then outstanding Series A of Class B Preferred Stockredemption, the Corporation shall designate by lot, or in such other manner as redemption price and the Board number of Directors may determine, the shares to be redeemed or shall effect such redemption pro rata. Notwithstanding the foregoing, the Corporation shall not redeem less than all of the Series A of Class B Preferred Stock at any time outstanding until all dividends accrued and in arrears upon all Series A of Class B Preferred Stock then outstanding shall have been paid for a1 past dividend periods. Not less than thirty (30) days prior to the redemption date notice be given by first class mail, postage prepaid, shall be given to the holders of record on the Redemption Record Date of the Series A shares of Class B the Convertible Preferred Stock to be redeemed, addressed to such stockholders redeemed at their last respective addresses as shown the same shall appear on the books of the Corporation. Each , calling upon each holder of record to surrender to the Corporation on the redemption date at the place designated in the notice such holder's certificate or certificates representing the number of shares specified in the notice of redemption redemption. Neither failure to mail such notice, nor any defect therein or in the mailing hereof, to any particular holder shall specify affect the date fixed for redemption, the Redemption Price, the place or p1aces of payment, that payment will be made upon presentation and surrender sufficiency of the shares notice or the validity of the Series A of Class B Preferred Stock and that on and after proceedings for redemption with respect to the redemption date, dividends will cease to accumu1ate on such sharesother holders. Any notice which is mailed as in the manner herein provided shall be conclusively presumed to have been duly given, given whether or not the holder of receives the Series A of Class B Preferred Stock receives such notice; and failure to give such notice by mail, or any defect in such notice, to the holders of any shares designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of the Series A of Class B Preferred stock. On or after the date fixed for redemption as stated in such noticedate, each holder of the shares called of Convertible Preferred Stock to be redeemed shall present and surrender such holder's certificate or certificates for redemption shall surrender the certificate evidencing such shares to the Corporation at the place designated in such the redemption notice and thereupon the Corporation Redemption Price shall thereupon be entitled paid to receive payment or on the order of the Redemption Price. If less than all person whose name appears on such certificate or certificates as the shares represented by any such owner thereof, and each surrendered certificate are redeemed, a new certificate shall be issued representing the unredeemed shares. Ifcanceled. (c) If a notice of redemption has been given pursuant to this Section 5 and if, on or before the date fixed for redemptionredemption date, the funds necessary for such redemption (including all dividends on the shares of Convertible Preferred Stock to be redeemed that will accrue to the redemption shall be available therefor and date) shall have been irrevocably deposited or set asideaside by the Corporation, separate and apart from its other funds in trust for the pro rata benefit of the holders of the shares of Convertible Preferred Stock --- ---- so called for redemption, then, notwithstanding that any certificates for such shares of Convertible Preferred Stock have not been surrendered for cancellation, on the certificates evidencing any shares so called for redemption shall not have been surrendered, the date dividends with respect to the shares so called shall cease to accrue after on the date fixed for shares of the Convertible Preferred Stock to be redeemed, and the holders of such shares shall cease to be shareholders with respect to those shares and shall have no voting or other rights with respect thereto, except the right to receive the moneys payable upon such redemption, without interest thereon, upon surrender (and endorsement, if required by the Corporation) of their certificates, and the shares of Convertible Preferred Stock evidenced thereby shall no longer be deemed outstanding, the holders thereof shall cease to be stockholdersprovided, and all rights whatsoever with respect to the shares so called for redemption (except however, nothing in this -------- ------- Section 5 will limit the right of the holders to receive the Redemption Price without interest upon surrender of their certificates therefor) shall terminate. The shares of Series A Convertible Preferred Stock to convert such shares after the notice of Class B redemption has been given and prior to the redemption date in accordance with Section 4. If the holder of any shares of Convertible Preferred Stock shall not not, within one year after the redemption date, claim the amount deposited for the redemption thereof, such funds shall be subject released to the operation Corporation and held thereby until such holder shall make a claim therefor. (d) If a notice of redemption has been given pursuant to this Section 5 and any holder of shares of Convertible Preferred Stock shall, prior to the close of business on the Business Day immediately preceding the redemption date, give written notice to the Corporation pursuant to Section 4 above of the conversion of any purchaseor all of the shares to be redeemed held by the holder (accompanied by a certificate or certificates for such shares, retirement duly endorsed or sinking fundassigned to the Corporation, as required by Section 4 above), then such redemption shall not become effective as to such shares to be converted and such conversion shall become effective as provided in Section 4 above, whereupon any funds deposited by the Corporation for the redemption of such shares shall immediately upon such conversion be returned to the Corporation or, if then held in trust by the Corporation, shall automatically and without further corporate action or notice be discharged from the trust.

Redemption at Option of the Corporation. (a) Subject to Section 6(b), the Corporation may not redeem the Convertible Preferred Stock prior to July 26, 2003. The Corporation mayCorporation, at its option, may, on or after July 26, 2003, redeem at any time redeem in wholeall, or from time to time in partany portion, out of the earned funds of the Corporation, the Series A of Class B Convertible Preferred Stock on any date set by the Board of Directors, at $10.00 1,000 per share, plus an amount per share plus, in each case, an amount in cash equal to all dividends on the Series A of Class B Convertible Preferred Stock accrued accumulated and unpaid thereonon such share, pro rata whether or not declared, to the date fixed for redemption (such sum being hereinafter referred to as the "Redemption Price"). In case ---------------- (b) The Corporation may, at its option, redeem the Convertible Preferred Stock concurrently with an Acquisition Event (as defined herein) if each of the redemption of less than all following conditions are met: (i) the Corporation has complied with the covenants contained in Sections 8.4 and 8.5 of the then outstanding Series A Preferred Stock Purchase Agreement dated October 18, 1998 between the Corporation and U.S. Bancorp (the "1998 Preferred Stock Purchase Agreement") in all material respects; (ii) the --------------------------------------- Purchaser (as defined in the 1998 Preferred Stock Purchase Agreement) has been notified in writing of Class B Preferred Stockall material terms of the Acquisition Proposal (as defined herein) that relates to such Acquisition Event; and (iii) either (A) such Purchaser, within 15 days of the first date on which it had been so notified of such Acquisition Proposal, failed to make an offer that is similar to, and on terms no less favorable to the Company and its shareholders than, the Corporation shall designate by lot, Acquisition Proposal; or in such other manner as the Board of Directors may determine, the shares to be redeemed or shall effect such redemption pro rata. Notwithstanding the foregoing, the Corporation shall not redeem less than all of the Series A of Class B Preferred Stock at any time outstanding until all dividends accrued and in arrears upon all Series A of Class B Preferred Stock then outstanding shall have been paid for a1 past dividend periods. Not less than thirty (30B) days prior to the date of a definitive agreement with respect to an Acquisition Transaction with Purchaser or an affiliate of Purchaser, (x) the terms of the Acquisition Proposal are improved or a new proposal regarding an Acquisition Transaction that is financially superior to such original proposal (a "Superior Proposal") is received by the Company and ----------------- the Purchaser fails to match such improved terms or such Superior Proposal within five business days of Purchaser's receipt of written notice of all material terms thereof or (y) the Purchaser withdraws its offer. Any redemption date notice by first class mail, postage prepaid, pursuant to this Section 6(b) shall be given to the holders of record of the Series A of Class B Preferred Stock to be redeemed, addressed to such stockholders at their last addresses as shown on the books of the Corporation. Each such notice of redemption shall specify the date fixed for redemption, the Redemption Price, the place or p1aces of payment, that payment will be made upon presentation and surrender of the shares of the Series A of Class B Preferred Stock and that on and after the redemption date, dividends will cease to accumu1ate on date for any such shares. Any notice which is mailed as herein provided shall be conclusively presumed to have been duly given, whether or not the holder of the Series A of Class B Preferred Stock receives such notice; and failure to give such notice by mail, or any defect in such notice, to the holders of any shares designated for redemption shall not affect be earlier than, but may be concurrent with, the validity effective time of the proceedings for Acquisition Event. For purposes of this Section 6(b), the redemption of following terms shall have the following meanings: "Acquisition Proposal" shall mean a proposal relating to any other shares of the Series A of Class B Preferred stock. On or after the date fixed for redemption as stated in such notice, each holder of the shares called for redemption shall surrender the certificate evidencing such shares to the Corporation at the place designated in such notice and shall thereupon be entitled to receive payment of the Redemption Price. If less than all the shares represented by any such surrendered certificate are redeemed, a new certificate shall be issued representing the unredeemed shares. If, on the date fixed for redemption, funds necessary for the redemption shall be available therefor and shall have been irrevocably deposited or set aside, then, notwithstanding that the certificates evidencing any shares so called for redemption shall not have been surrendered, the dividends with respect to the shares so called shall cease to accrue after the date fixed for redemption, the shares shall no longer be deemed outstanding, the holders thereof shall cease to be stockholders, and all rights whatsoever with respect to the shares so called for redemption (except the right of the holders to receive the Redemption Price without interest upon surrender of their certificates therefor) shall terminate. The shares of Series A of Class B Preferred Stock shall not be subject to the operation of any purchase, retirement or sinking fund.following -------------------- actions:

Redemption at Option of the Corporation. The Corporation mayshall have the right to redeem shares of Series C Preferred Stock pursuant to the following provisions: (i) Subject to the restrictions set forth in Section 1(g)(i), the Corporation shall have the right, at its optionsole option and election, to redeem the shares of the Series C Preferred Stock, in whole but not in part, at any time redeem in whole, or from time at a redemption price per share (the "Series C Redemption Price") equal to time in part, out the Liquidation Preference thereof as of the earned redemption date; provided, that if the funds legally available to the Corporation are insufficient to effect the redemption of the CorporationSeries C Preferred Stock in full, such funds shall be allocated among the shares of Series C Preferred Stock ratably in accordance with the number of shares of such Series outstanding as of the redemption date; (ii) Notice of any redemption of the Series A of Class B C Preferred Stock on any date set by the Board of Directors, shall be mailed at $10.00 per share plus, in each case, an amount in cash equal to all dividends on the Series A of Class B Preferred Stock accrued and unpaid thereon, pro rata least ten but not more than 60 days prior to the date fixed for redemption (such sum being hereinafter referred to as the "Redemption Price"). In case each holder of the redemption of less than all of the then outstanding Series A of Class B Preferred Stock, the Corporation shall designate by lot, or in such other manner as the Board of Directors may determine, the shares to be redeemed or shall effect such redemption pro rata. Notwithstanding the foregoing, the Corporation shall not redeem less than all of the Series A of Class B Preferred Stock at any time outstanding until all dividends accrued and in arrears upon all Series A of Class B Preferred Stock then outstanding shall have been paid for a1 past dividend periods. Not less than thirty (30) days prior to the redemption date notice by first class mail, postage prepaid, shall be given to the holders of record of the Series A of Class B C Preferred Stock to be redeemed, addressed to at such stockholders at their last addresses holder's address as shown it appears on the books of the Corporation. Each such notice In order to facilitate the redemption of redemption shall specify the Series C Preferred Stock, the Board of Directors of the Corporation may fix a record date for the determination of holders of Series C Preferred Stock to be redeemed, or may cause the transfer books of the Corporation to be closed for the transfer of the Series C Preferred Stock, not more than 60 days prior to the date fixed for such redemption, ; (iii) Within two Business Days after the Redemption Price, redemption date specified in the place or p1aces of payment, that payment will be made upon presentation notice given pursuant to paragraph (ii) above and the surrender of the certificate(s) representing shares of Series C Preferred Stock, the Series A of Class B Preferred Stock and that on and after the redemption date, dividends will cease Corporation shall pay to accumu1ate on such shares. Any notice which is mailed as herein provided shall be conclusively presumed to have been duly given, whether or not the holder of the shares being redeemed the Series A C Redemption Price therefor. Such payment shall be made by wire transfer of Class B Preferred Stock receives immediately available funds to an account designated by such notice; and failure holder or by overnight delivery (by a nationally recognized courier) of a bank check to give such notice by mail, or any defect in such notice, to holder's address as it appears on the holders of any shares designated for redemption shall not affect the validity books of the proceedings for Corporation; and (iv) Effective upon the redemption of any other shares date of the Series A of Class B Preferred stock. On or after the date fixed for redemption as stated in such notice, each holder of the shares called for redemption shall surrender the certificate evidencing such shares notice given pursuant to the Corporation at the place designated in such notice and shall thereupon be entitled to receive payment of the Redemption Price. If less than all the shares represented by any such surrendered certificate are redeemed, a new certificate shall be issued representing the unredeemed shares. If, on the date fixed for redemption, funds necessary for the redemption shall be available therefor and shall have been irrevocably deposited or set aside, thenparagraph (ii) above, notwithstanding that the certificates evidencing any certificate for such shares so called for redemption shall not have been surrendered, the dividends with respect to the shares so called shall cease to accrue after the date fixed surrendered for redemptioncancellation, the shares represented thereby shall no longer be deemed outstanding, the holders thereof rights to receive dividends thereon shall cease to be stockholders, accrue from and after the date of redemption designated in the notice of redemption and all rights whatsoever with respect to of the holders of the shares so of the Series C Preferred Stock called for redemption (except shall cease and terminate, excepting only the right of the holders to receive the Series C Redemption Price without interest upon surrender of their certificates therefortherefor in accordance with paragraph (iii) shall terminate. The shares of Series A of Class B Preferred Stock shall not be subject to the operation of any purchase, retirement or sinking fundabove.

Redemption at Option of the Corporation. The Corporation may, at its option, at any time redeem in whole, or from time to time in part, out of the earned funds of the Corporation, the Series A of Class B Preferred Stock on any date set by the Board of Directors, at $10.00 1.25 per share plus, in each case, an amount in cash equal to all dividends on the Series A of Class B Preferred Stock accrued and unpaid thereon, pro rata to the date fixed for redemption (such sum being hereinafter referred to as the "Redemption Price"). In case of the redemption of less than all of the then outstanding Series A of Class B Preferred Stock, the Corporation shall designate by lot, or in such other manner as the Board of Directors may determine, the shares to be redeemed or shall effect such redemption pro rata. Notwithstanding the foregoing, the Corporation shall not redeem less than all of the Series A of Class B Preferred Stock at any time outstanding until all dividends accrued and in arrears upon all Series A of Class B Preferred Stock then outstanding shall have been paid for a1 all past dividend periods. Not less than thirty (30) days prior to the redemption date notice by first class mail, postage prepaid, shall be given to the holders of record of the Series A of Class B Preferred Stock to be redeemed, addressed to such stockholders at their last addresses as shown on the books of the Corporation. Each such notice of redemption shall specify the date fixed for redemption, the Redemption Price, the place or p1aces places of payment, that payment will be made upon presentation and surrender of the shares of the Series A of Class B Preferred Stock and that on and after the redemption date, dividends will cease to accumu1ate on such shares. Any notice which is mailed as herein provided shall be conclusively presumed to have been duly given, whether or not the holder of the Series A of Class B Preferred Stock receives such notice; and failure to give such notice by mail, or any defect in such notice, to the holders of any shares designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of the Series A of Class B Preferred stockStock. On or after the date fixed for redemption as stated in such notice, each holder of the shares called for redemption shall surrender the certificate evidencing such shares to the Corporation at the place designated in such notice and shall thereupon be entitled to receive payment of the Redemption Price. If less than all the shares represented by any such surrendered certificate are redeemed, a new certificate shall be issued representing the unredeemed shares. If, on the date fixed for redemption, funds necessary for the redemption shall be available therefor and shall have been irrevocably deposited or set aside, then, notwithstanding that the certificates evidencing any shares so called for redemption shall not have been surrendered, the dividends with respect to the shares so called shall cease to accrue after the date fixed for redemption, the shares shall no longer be deemed outstanding, the holders thereof shall cease to be stockholders, and all rights whatsoever with respect to the shares so called for redemption (except the right of the holders to receive the Redemption Price without interest upon surrender of their certificates therefor) shall terminate. The shares of Series A of Class B Preferred Stock shall not be subject to the operation of any purchase, retirement or sinking fund.