Common use of Optional Redemption by Company Clause in Contracts

Optional Redemption by Company. (a) On any interest payment date, and after receipt of irrevocable notice from the Company as provided for below, this Debenture is redeemable, in whole but not in part, at 101% of the Principal Amount then outstanding, together with accrued and unpaid interest through the Redemption Date, by the Company, if all of the following conditions are satisfied: (i) the average closing bid price for the Common Stock for the twenty (20) consecutive trading days prior to the date of notice exceeds an amount equal to three (3) times the Conversion Price then in effect, and the Common Stock is listed or quoted on the National Market, the SmallCap, AMEX, OTCBB or NYSE; (ii) the average daily trading volume for the twenty (20) consecutive trading days prior to the date of the irrevocable notice shall be no less than fifty thousand (50,000) shares; (iii) the market price for the Common Stock at the time of notice reflects a price-to-earnings ratio of no greater than thirty (30) times fully diluted earnings per share, excluding any extraordinary gains and any non-cash charges relating to the issuance of the Loan and warrants; and (iv) the shares of Common Stock issuable upon conversion of this Debenture shall have been fully registered under applicable securities laws. The Company's right of redemption is subject to the Holder's prior right of conversion of the Debenture. The Company may exercise its right to redeem this Debenture pursuant to Section 5(a) prior to maturity by giving notice thereof to the Holder of this Debenture as such name appears on the books of the Borrower, which notice shall specify the terms of redemption (including the place at which the Holder may obtain payment), the total redemption payment and the Redemption Date, which date shall not be less than 30 days nor more than 90 days after the date of the notice. (b) In the event of a one time adjustment to the trading price described in Section 7 hereof, the Holder shall not be entitled to convert this Debenture for a period of 10 days thereafter (the "10-day period"). During the 10-day period, the Company shall have the right to redeem this Debenture in whole but not in part at a sum equal to the principal amount then outstanding, together with an amount equal to an 18% annual yield on the principal amount through the Redemption Date. Such redemption shall be conditional on the delivery of a notice of redemption set forth in Section 5(b) delivered to the Holders within the 10-day period. The Company may exercise its right to redeem the Debenture pursuant to Section 5(b) by giving notice thereof within the 10-day period as such name appears on the books of Borrower, which notice shall specify the terms of the redemption (including the place at which the Holder may obtain payment), the total redemption payment and the redemption date, which date shall not be less than 30 days nor more than 90 days after the date of the notice. The failure of the Company to redeem the Debenture after giving notice thereof pursuant to Section 5(b) hereof shall constitute an Event of Default under the Loan Agreement, without affecting the application of the provisions of Section 7 hereof.

Optional Redemption by Company. (a) On any interest payment date, Subject to the provisions of Section 3.01(b) and after receipt to the provisions of irrevocable notice from the Company as provided for below, this Debenture is redeemable, in whole but not in part, at 101% Article XI of the Principal Amount then outstandingIndenture, together with accrued and unpaid interest through the Redemption Date, by the Company, if all of the following conditions are satisfied: (i) the average closing bid price for the Common Stock for the twenty (20) consecutive trading days prior to the date of notice exceeds an amount equal to three (3) times the Conversion Price then except as otherwise may be specified in effect, and the Common Stock is listed or quoted on the National Market, the SmallCap, AMEX, OTCBB or NYSE; (ii) the average daily trading volume for the twenty (20) consecutive trading days prior to the date of the irrevocable notice shall be no less than fifty thousand (50,000) shares; (iii) the market price for the Common Stock at the time of notice reflects a price-to-earnings ratio of no greater than thirty (30) times fully diluted earnings per share, excluding any extraordinary gains and any non-cash charges relating to the issuance of the Loan and warrants; and (iv) the shares of Common Stock issuable upon conversion of this Debenture shall have been fully registered under applicable securities laws. The Company's right of redemption is subject to the Holder's prior right of conversion of the Debenture. The Company may exercise its right to redeem this Debenture pursuant to Section 5(a) prior to maturity by giving notice thereof to the Holder of this Debenture as such name appears on the books of the Borrower, which notice shall specify the terms of redemption (including the place at which the Holder may obtain payment), the total redemption payment and the Redemption Date, which date shall not be less than 30 days nor more than 90 days after the date of the notice. (b) In the event of a one time adjustment to the trading price described in Section 7 hereof, the Holder shall not be entitled to convert this Debenture for a period of 10 days thereafter (the "10-day period"). During the 10-day periodSupplemental Indenture, the Company shall have the right to redeem this Debenture the Notes, in whole but not or in part part, at any time or from time to time, at a sum redemption price (the "Optional Redemption Price") equal to the greater of: (i) 100% of the principal amount then outstanding, together with an amount equal plus accrued and unpaid interest to an 18% the Redemption Date; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual yield basis (assuming a 360-day year consisting of twelve 30-day months at the Treasury Rate plus 30 basis points plus accrued interest on the principal amount through being redeemed to the Redemption Date. Such Any redemption shall be conditional on the delivery of a notice of redemption set forth in Section 5(b) delivered pursuant to the Holders within preceding paragraph will be made upon not less than 30 nor more than 60 days' prior notice before the 10-day periodRedemption Date to each Holder of the Notes, at the Optional Redemption Price. The Company may exercise its right to redeem If the Debenture Notes are only partially redeemed pursuant to this Section 5(b) by giving notice thereof within the 10-day period as such name appears on the books of Borrower, which notice shall specify the terms of the redemption (including the place at which the Holder may obtain payment3.01(a), the total Notes will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption payment and the redemption dateNotes are registered as a Global Note, which date the Depositary shall not determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be less than 30 days nor more than 90 days after redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of the notice. The failure of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to redeem pay the Debenture after giving notice thereof pursuant Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) The following terms have the meanings given to them in this Section 5(b) hereof shall constitute an Event of Default under the Loan Agreement, without affecting the application of the provisions of Section 7 hereof3.01(b).

Optional Redemption by Company. (a) On any interest payment date, Subject to the ------------------------------ provisions of Section 3.3 and after receipt to the provisions of irrevocable notice from the Company as provided for below, this Debenture is redeemable, in whole but not in part, at 101% Article 3 of the Principal Amount then outstanding, together with accrued and unpaid interest through the Redemption Date, by the Company, if all of the following conditions are satisfied: (i) the average closing bid price for the Common Stock for the twenty (20) consecutive trading days prior to the date of notice exceeds an amount equal to three (3) times the Conversion Price then in effect, and the Common Stock is listed or quoted on the National Market, the SmallCap, AMEX, OTCBB or NYSE; (ii) the average daily trading volume for the twenty (20) consecutive trading days prior to the date of the irrevocable notice shall be no less than fifty thousand (50,000) shares; (iii) the market price for the Common Stock at the time of notice reflects a price-to-earnings ratio of no greater than thirty (30) times fully diluted earnings per share, excluding any extraordinary gains and any non-cash charges relating to the issuance of the Loan and warrants; and (iv) the shares of Common Stock issuable upon conversion of this Debenture shall have been fully registered under applicable securities laws. The Company's right of redemption is subject to the Holder's prior right of conversion of the Debenture. The Company may exercise its right to redeem this Debenture pursuant to Section 5(a) prior to maturity by giving notice thereof to the Holder of this Debenture as such name appears on the books of the Borrower, which notice shall specify the terms of redemption (including the place at which the Holder may obtain payment), the total redemption payment and the Redemption Date, which date shall not be less than 30 days nor more than 90 days after the date of the notice. (b) In the event of a one time adjustment to the trading price described in Section 7 hereof, the Holder shall not be entitled to convert this Debenture for a period of 10 days thereafter (the "10-day period"). During the 10-day periodBase Indenture, the Company shall have the right to redeem this Debenture the Convertible Debentures, in whole but or in part, for cash, from time to time upon not in part at a sum equal to the principal amount then outstanding, together with an amount equal to an 18% annual yield on the principal amount through the Redemption Date. Such redemption shall be conditional on the delivery of a notice of redemption set forth in Section 5(b) delivered to the Holders within the 10-day period. The Company may exercise its right to redeem the Debenture pursuant to Section 5(b) by giving notice thereof within the 10-day period as such name appears on the books of Borrower, which notice shall specify the terms of the redemption (including the place at which the Holder may obtain payment), the total redemption payment and the redemption date, which date shall not be less than 30 days nor more than 90 60 days after notice to the Holders, at the following prices (expressed as percentages of the principal amount of the Convertible Debentures) (the "Optional Redemption Price"), together with any accrued and unpaid interest (including Compounded Interest and Additional Interest, if any) thereon to, but excluding, the date of such redemption, if redeemed during the notice12-month period beginning on April 1 of the following years: Year Redemption Price ---- ---------------- 1997 103.90% 1998 103.25% 1999 102.60% 2000 101.95% 2001 101.30% 2002 100.65% 2003 and thereafter 100.00% No Convertible Debentures may be redeemed in accordance with this Section 3.2 if the Company shall be advised on or prior to the related redemption date by either ▇▇▇▇▇'▇ Investors Service, Inc. ("Moody's") (provided that ▇▇▇▇▇'▇ is then rating the senior unsecured debt of the Company) or Standard & Poor's Ratings Group ("S&P") (provided that S&P is then rating the senior unsecured debt of the Company) that such redemption would result in an immediate lowering by Moody's or S&P, as the case may be, of the credit rating on the Company's senior unsecured debt from its then existing level, unless the Company shall have received from the issuance of common stock of the Company, since the date which is two years prior to the related redemption date, net proceeds in an aggregate amount at least equal to the aggregate principal amount of the Convertible Debentures to be redeemed. If Convertible Debentures are redeemed on the last calendar day of any March, June, September or December, accrued and unpaid interest shall be payable to Holders on the relevant record date. The failure of Company shall issue a press release announcing any redemption pursuant to this Section 3.2. The Optional Redemption Price plus such accrued and unpaid interest thereon shall be paid prior to 12:00 noon, New York time, on the date fixed by the Company for such redemption or at such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to redeem pay the Debenture after giving notice thereof pursuant Optional Redemption Price, plus accrued and unpaid interest thereon, by 10:00 a.m., New York time, on the date such Optional Redemption Price is to Section 5(b) hereof shall constitute an Event of Default under the Loan Agreement, without affecting the application of the provisions of Section 7 hereofbe paid.

Optional Redemption by Company. (a) On any interest payment date, Subject to the provisions of Section 3.01(b) and after receipt to the provisions of irrevocable notice from the Company as provided for below, this Debenture is redeemable, in whole but not in part, at 101% Article III of the Principal Amount then outstandingIndenture, together with accrued and unpaid interest through the Redemption Date, by the Company, if all of the following conditions are satisfied: (i) the average closing bid price for the Common Stock for the twenty (20) consecutive trading days prior to the date of notice exceeds an amount equal to three (3) times the Conversion Price then except as otherwise may be specified in effect, and the Common Stock is listed or quoted on the National Market, the SmallCap, AMEX, OTCBB or NYSE; (ii) the average daily trading volume for the twenty (20) consecutive trading days prior to the date of the irrevocable notice shall be no less than fifty thousand (50,000) shares; (iii) the market price for the Common Stock at the time of notice reflects a price-to-earnings ratio of no greater than thirty (30) times fully diluted earnings per share, excluding any extraordinary gains and any non-cash charges relating to the issuance of the Loan and warrants; and (iv) the shares of Common Stock issuable upon conversion of this Debenture shall have been fully registered under applicable securities laws. The Company's right of redemption is subject to the Holder's prior right of conversion of the Debenture. The Company may exercise its right to redeem this Debenture pursuant to Section 5(a) prior to maturity by giving notice thereof to the Holder of this Debenture as such name appears on the books of the Borrower, which notice shall specify the terms of redemption (including the place at which the Holder may obtain payment), the total redemption payment and the Redemption Date, which date shall not be less than 30 days nor more than 90 days after the date of the notice. (b) In the event of a one time adjustment to the trading price described in Section 7 hereof, the Holder shall not be entitled to convert this Debenture for a period of 10 days thereafter (the "10-day period"). During the 10-day periodSupplemental Indenture, the Company shall have the right to redeem this Debenture the Notes, in whole but not or in part part, at any time or from time to time, at a sum redemption price (the "Optional Redemption Price") equal to the greater of: (i) 100% of the principal amount then outstandingplus accrued and unpaid interest to the Redemption Date; or (ii) the sum of the remaining scheduled payments of principal of and interest on the Notes being redeemed (exclusive of interest accrued as of the Redemption Date) discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, together with an amount equal to an 18% annual yield as determined by the Quotation Agent, plus 50 basis points plus accrued and unpaid interest on the principal amount through being redeemed to the Redemption Date. Such Any redemption shall be conditional on the delivery of a notice of redemption set forth in Section 5(b) delivered pursuant to the Holders within preceding paragraph will be made upon not less than 30 nor more than 60 days' prior notice before the 10-day periodRedemption Date to each Holder of the Notes, at the Optional Redemption Price. The Company may exercise its right to redeem If the Debenture Notes are only partially redeemed pursuant to this Section 5(b) by giving notice thereof within the 10-day period as such name appears on the books of Borrower, which notice shall specify the terms of the redemption (including the place at which the Holder may obtain payment3.01(a), the total Notes will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption payment and the redemption dateNotes are registered as a Global Note, which date the Depositary shall not determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be less than 30 days nor more than 90 days after redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of the notice. The failure of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to redeem pay the Debenture after giving notice thereof pursuant Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) The following terms have the meanings given to them in this Section 5(b) hereof shall constitute an Event of Default under the Loan Agreement, without affecting the application of the provisions of Section 7 hereof3.01(b).

Optional Redemption by Company. (a) On At any interest payment date, and after receipt time following the first date (the "Trigger Date") on which the Closing Price (as defined in Section 3(c) above) of irrevocable notice from the Company Company's Common Stock exceeded $5.00 per share for 20 out of the preceding 30 consecutive Business Days (as provided for belowdefined in Section 3(c) above), this Debenture is redeemable, Warrant may be redeemed in whole but not or from time to time in part, part at 101% the option of the Principal Amount then outstanding, together with accrued and unpaid interest through the Redemption Date, by the Company, if all at the redemption price (the "Redemption Price") of $0.25 per share into which this Warrant is convertible as of the following conditions are satisfied: (i) date fixed for redemption. If the average closing bid price for the Common Stock for the twenty (20) consecutive trading days prior to the date of notice exceeds an amount equal to three (3) times the Conversion Price then in effectCompany redeems less than all outstanding Warrants, and the Common Stock is listed or quoted on the National Market, the SmallCap, AMEX, OTCBB or NYSE; (ii) the average daily trading volume for the twenty (20) consecutive trading days prior to the date of the irrevocable notice such redemption shall be no less than fifty thousand (50,000) shares; (iii) made ratably among the market price for holders of all Warrants issued in the Common Stock at the time of notice reflects a price-to-earnings ratio of no greater than thirty (30) times fully diluted earnings per share, excluding any extraordinary gains and any non-cash charges relating to the issuance of the Loan and warrants; and (iv) the shares of Common Stock issuable upon conversion of same series as this Debenture shall have been fully registered under applicable securities laws. The Company's right of redemption is subject to the Holder's prior right of conversion of the Debenture. The Company may exercise its right to redeem this Debenture pursuant to Section 5(a) prior to maturity by giving notice thereof to the Holder of this Debenture as such name appears on the books of the Borrower, which notice shall specify the terms of redemption (including the place at which the Holder may obtain payment), the total redemption payment and the Redemption Date, which date shall not be less than 30 days nor more than 90 days after the date of the noticeWarrant. (b) In the event For purposes of a one time adjustment to the trading price described in this Section 7 hereof9, the Holder shall not be entitled term "Redemption Date" means any date on which the Company elects to convert this Debenture for a period of redeem Warrants pursuant to Section 9(a) on or following the Trigger Date. At least 10 days thereafter (the and not more than 60 days) prior to any Redemption Date, written notice (a "10-day periodRedemption Notice"). During the 10-day period) shall be sent to each holder of record of Warrants, the Company shall have the right to redeem this Debenture in whole but not in part at a sum equal to the principal amount then outstanding, together with an amount equal to an 18% annual yield his or its address last shown on the principal amount through records of the transfer agent of the Warrants (or for the records of the Company, if it serves as its own transfer agent), by (i) first class certified or registered mail, postage prepaid or (ii) personal delivery, notifying such holder of the Redemption Date. Such redemption shall be conditional on , the delivery of a notice of redemption set forth in Section 5(b) delivered to the Holders within the 10-day period. The Company may exercise its right to redeem the Debenture pursuant to Section 5(b) by giving notice thereof within the 10-day period as such name appears on the books of Borrower, which notice shall specify the terms of the redemption (including the place at which the Holder may obtain payment)Redemption Price, the total redemption payment number of Warrants to be redeemed and the number of Warrants to be redeemed from such holder, and calling upon such holder to surrender to the Company, in the manner and at the place designated, his or its certificate or certificates representing the Warrants to be redeemed. In order to facilitate the redemption dateof the Warrants, which the Board of Directors may fix a record date shall for the determination of Warrantholders, not be more than 60 days nor less than 30 10 days nor more than 90 days after prior to the date of the notice. The failure of the Company to redeem the Debenture after giving notice thereof pursuant to Section 5(b) hereof shall constitute an Event of Default under the Loan Agreement, without affecting the application of the provisions of Section 7 hereofRedemption Date.

Optional Redemption by Company. (a) On any interest payment date, and after receipt of irrevocable notice from the Company Borrower as provided for below, this Debenture is redeemable, in whole but not in part, at 101% of the Principal Amount then outstandingAmount, together with accrued and unpaid interest through the Redemption Date, by the CompanyBorrower, if all of the following conditions are satisfied: (i) the average closing bid price for the Common Stock for the twenty (20) consecutive trading days prior to the date of notice exceeds an amount equal to three (3) times the Conversion Price then in effect, and the Common Stock is listed or quoted on the National Market, the SmallCap, AMEX, OTCBB OTCBB, BBX or NYSE; (ii) the average daily trading volume for the twenty (20) consecutive trading days prior to the date of the irrevocable notice shall be no less than fifty twenty-five thousand (50,00025,000) shares; (iii) the market price for the Common Stock at the time of notice reflects a price-to-earnings ratio of no greater than thirty twenty-five (3025) times fully diluted earnings per share, excluding any extraordinary gains and any non-cash charges relating to the issuance of the Loan and warrantsgains; and (iv) the shares of Common Stock issuable upon conversion of this Debenture shall have been fully registered under applicable securities laws. The CompanyBorrower's right of redemption is subject to the Holder's prior right of conversion of the Debenture. The Company . (b) If the Holder shall notify Borrower in writing of its intent to sell or otherwise transfer the Debenture (other than to an affiliate or a nominee holder of record), this Debenture is redeemable at the Borrower's option, in whole but not in part, at 101% of the Principal Amount, together with accrued and unpaid interest through the Redemption Date, by the Borrower for a period of up to thirty (30) days after the date of notice. (c) Borrower may exercise its right to redeem this Debenture pursuant to Section 5(aSections 4(a) and (b) prior to maturity by giving notice thereof to the Holder of this Debenture as such name appears on the books of the Borrower, which notice shall specify the terms of redemption (including the place at which the Holder may obtain payment), the total redemption payment and the Redemption Date, which date shall not be less than 30 thirty (30) days nor more than 90 ninety (90) days after the date of the notice. (b) In the event of a one time adjustment to the trading price described in Section 7 hereof, the Holder shall not be entitled to convert this Debenture for a period of 10 days thereafter (the "10-day period"). During the 10-day period, the Company shall have the right to redeem this Debenture in whole but not in part at a sum equal to the principal amount then outstanding, together with an amount equal to an 18% annual yield on the principal amount through the Redemption Date. Such redemption shall be conditional on the delivery of a notice of redemption set forth in Section 5(b) delivered to the Holders within the 10-day period. The Company may exercise its right to redeem the Debenture pursuant to Section 5(b) by giving notice thereof within the 10-day period as such name appears on the books of Borrower, which notice shall specify the terms of the redemption (including the place at which the Holder may obtain payment), the total redemption payment and the redemption date, which date shall not be less than 30 days nor more than 90 days after the date of the notice. The failure of the Company to redeem the Debenture after giving notice thereof pursuant to Section 5(b) hereof shall constitute an Event of Default under the Loan Agreement, without affecting the application of the provisions of Section 7 hereof.

Optional Redemption by Company. (a) On any interest payment date, and after receipt of irrevocable notice from the Company as provided for below, this Debenture is redeemable, in whole but not in part, at 101% of the Principal Amount then outstanding, together with accrued and unpaid interest through the Redemption Date, by the Company, if all of the following conditions are satisfied: (i) the average closing bid price for the Common Stock for the twenty (20) consecutive trading days prior Subject to the date provisions of notice exceeds an amount equal to three (3Section 10.2(b) times the Conversion Price then in effect, and the Common Stock is listed or quoted on the National Market, the SmallCap, AMEX, OTCBB or NYSE; (ii) the average daily trading volume for the twenty (20) consecutive trading days prior to the date of the irrevocable notice shall be no less than fifty thousand (50,000) shares; (iii) the market price for the Common Stock at the time of notice reflects a price-to-earnings ratio of no greater than thirty (30) times fully diluted earnings per share, excluding any extraordinary gains and any non-cash charges relating to the issuance of the Loan and warrants; and (iv) the shares of Common Stock issuable upon conversion provisions of this Debenture shall have been fully registered under applicable securities laws. The Company's right of redemption is subject to the Holder's prior right of conversion of the Debenture. The Company Article X generally, except as otherwise may exercise its right to redeem this Debenture pursuant to Section 5(a) prior to maturity by giving notice thereof to the Holder of this Debenture as such name appears on the books of the Borrower, which notice shall specify the terms of redemption (including the place at which the Holder may obtain payment), the total redemption payment and the Redemption Date, which date shall not be less than 30 days nor more than 90 days after the date of the notice. (b) In the event of a one time adjustment to the trading price described specified in Section 7 hereof, the Holder shall not be entitled to convert 10.1 or elsewhere in this Debenture for a period of 10 days thereafter (the "10-day period"). During the 10-day periodAmended and Restated Indenture, the Company shall have the right to redeem this Debenture the Non-Convertible Debentures, in whole but not or in part part, from time to time, at a sum equal any time after the date hereof and the Convertible Debentures, in whole or in part, from time to the principal amount then outstandingtime, together with an amount equal to an 18% annual yield on the principal amount through the Redemption Dateor after September 30, 2004. Such Any redemption shall be conditional on the delivery of a notice of redemption set forth in Section 5(b) delivered to the Holders within the 10-day period. The Company may exercise its right to redeem the Debenture pursuant to Section 5(b) by giving notice thereof within the 10-day period as such name appears on the books of Borrower, which notice shall specify the terms of the redemption (including the place at which the Holder may obtain payment), the total redemption payment and the redemption date, which date shall this paragraph will be made upon not be less than 30 days nor more than 90 60 days after notice to the Holders of the Non-Convertible Debentures or Holders of the Convertible Debentures, as the case may be, at a price equal to, in the case of the Non-Convertible Debentures, 100% of the principal amount of the Non-Convertible Debentures and, in the case of the Convertible Debentures, 100% of the principal amount of the Convertible Debentures (each, an "Optional Redemption Price"), together with, in each case, accrued and unpaid interest (including Additional Sums, if any, and, to the extent permitted by applicable law, Compounded Interest, if any) to, but excluding, the redemption date. If Debentures are redeemed on any March 31, June 30, September 30, or December 31, accrued and unpaid interest shall be payable to holders of record on the relevant record date. The Company may not redeem fewer than all of the outstanding Non-Convertible Debentures or the Convertible Debentures unless all accrued and unpaid interest has been paid on all such Non-Convertible Debentures or such Convertible Debentures, as the case may be, for all quarterly interest payment periods terminating on or prior to the date of redemption. So long as the noticecorresponding Convertible Amount of Trust Securities is outstanding, the proceeds from the redemption of the Convertible Debentures will be used to redeem Convertible Amount of Trust Securities and so long as the corresponding Non-Convertible Amount of Trust Securities is outstanding, the proceeds from the redemption of the Non-Convertible Debentures will be used to redeem Non-Convertible Amount of Trust Securities. If the Non-Convertible Debentures or the Convertible Debentures are only partially redeemed pursuant to this Section 10.2, the Non-Convertible Debentures or the Convertible Debentures, as the case may be, will be redeemed pro rata. The failure applicable Optional Redemption Price, together with any required interest payment, shall be paid in immediately available funds prior to 12:00 noon, New York time, on the redemption date or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price, together with any required interest payment, by 10:00 a.m., New York time, on the date such amounts are to be paid. Partial redemptions must be in an amount not less than $1,000 principal amount of Non-Convertible Debentures or the Convertible Debentures, as the case may be. If Convertible Debentures selected for partial redemption are converted in part before termination of the conversion right with respect to the portion of the Convertible Debentures so selected, the converted portion of the Convertible Debentures shall be deemed (so far as may be) to be the portion selected for redemption. Convertible Debentures (or portions thereof) which have been converted during a selection of Convertible Debentures to be redeemed shall be treated by the Trustee as Outstanding for the purpose of such selection. In any case where more than one Convertible Debenture is registered in the same name, the Trustee in its discretion may treat the aggregate principal amount so registered as if it were represented by one Convertible Debenture. If any Convertible Debenture called for redemption is converted into shares of Common Stock, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Convertible Debenture to receive interest as provided in the last paragraph of Section 2.9) be paid to the Company upon the Company's request or, if then held by the Company, shall be discharged from such trust. (b) If a partial redemption of the Non-Convertible Debentures or the Convertible Debentures would result in the delisting of any of the Convertible Preferred Securities issued by the Trust from any national securities exchange or other organization on which such Convertible Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debenture after giving notice thereof pursuant to Section 5(b) hereof shall constitute an Event of Default under Non-Convertible Debentures or the Loan AgreementConvertible Debentures, without affecting as the application of the provisions of Section 7 hereofcase may be, in whole.

Optional Redemption by Company. (a) On any interest payment date, and after receipt of irrevocable notice from the Company as provided for below, this Debenture is redeemable, in whole but not in part, at 101% of the Principal Amount then outstanding, together with accrued and unpaid interest through the Redemption Date, by the Company, if all of the following conditions are satisfied: (i) the average closing bid price for the Common Stock for the twenty (20) consecutive trading days prior Subject to the date provisions of notice exceeds an amount equal to three (3Section 10.2(b) times the Conversion Price then in effect, and the Common Stock is listed or quoted on the National Market, the SmallCap, AMEX, OTCBB or NYSE; (ii) the average daily trading volume for the twenty (20) consecutive trading days prior to the date of the irrevocable notice shall be no less than fifty thousand (50,000) shares; (iii) the market price for the Common Stock at the time of notice reflects a price-to-earnings ratio of no greater than thirty (30) times fully diluted earnings per share, excluding any extraordinary gains and any non-cash charges relating to the issuance of the Loan and warrants; and (iv) the shares of Common Stock issuable upon conversion provisions of this Debenture shall have been fully registered under applicable securities laws. The Company's right of redemption is subject to the Holder's prior right of conversion of the Debenture. The Company Article X generally, except as otherwise may exercise its right to redeem this Debenture pursuant to Section 5(a) prior to maturity by giving notice thereof to the Holder of this Debenture as such name appears on the books of the Borrower, which notice shall specify the terms of redemption (including the place at which the Holder may obtain payment), the total redemption payment and the Redemption Date, which date shall not be less than 30 days nor more than 90 days after the date of the notice. (b) In the event of a one time adjustment to the trading price described specified in Section 7 hereof, the Holder shall not be entitled to convert 10.1 or elsewhere in this Debenture for a period of 10 days thereafter (the "10-day period"). During the 10-day periodIndenture, the Company shall have the right to redeem this Debenture the Convertible Debentures, in whole but not or in part at a sum equal part, from time to the principal amount then outstandingtime, together with an amount equal to an on or after April 18% annual yield on the principal amount through the Redemption Date, 2003. Such Any redemption shall be conditional on the delivery of a notice of redemption set forth in Section 5(b) delivered to the Holders within the 10-day period. The Company may exercise its right to redeem the Debenture pursuant to Section 5(b) by giving notice thereof within the 10-day period as such name appears on the books of Borrower, which notice shall specify the terms of the redemption (including the place at which the Holder may obtain payment), the total redemption payment and the redemption date, which date shall this paragraph will be made upon not be less than 30 days nor more than 90 60 days notice to the Holders of the Convertible Debentures, at the following prices (expressed as percentages of the principal amount of the Convertible Debentures) (the "Optional Redemption Price") together with accrued and unpaid interest (including Additional Sums, if any, and, to the extent permitted by applicable law, Compound Interest, if any) to, but excluding, the redemption date, if redeemed during the 12-month period beginning April 18, of the applicable year set forth below: -------------------------------------- YEAR REDEMPTION PRICE -------------------------------------- 2003 105.43% -------------------------------------- 2004 104.65% -------------------------------------- 2005 103.88% -------------------------------------- 2006 103.10% -------------------------------------- 2007 102.33% -------------------------------------- 2008 101.55% -------------------------------------- 2009 100.78% -------------------------------------- and 100% if redeemed on or after April `8, 2010. If Convertible Debentures are redeemed on any January 15, April 15, July 15 and October 15, accrued and unpaid interest shall be payable to holders of record on the relevant record date. The Company may not redeem fewer than all of the outstanding Convertible Debentures unless all accrued and unpaid interest has been paid on all Convertible Debentures for all quarterly interest payment periods terminating on or prior to the date of redemption. So long as the notice. The failure corresponding Trust Securities are outstanding, the proceeds from the redemption of the Company Convertible Debentures will be used to redeem the Debenture after giving notice thereof Trust Securities. If the Convertible Debentures are only partially redeemed pursuant to this Section 5(b) hereof 10.2, the Convertible Debentures will be redeemed pro rata. The Optional Redemption Price, together with any required interest payment, shall constitute be paid prior to 12:00 noon, New York time, on the redemption date or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an Event amount sufficient to pay the Optional Redemption Price, together with any required interest payment, by 10:00 a.m., New York time, on the date such amounts are to be paid. Partial redemptions must be in an amount not less than $1,000 principal amount of Default under the Loan Agreement, without affecting the application Convertible Debentures. If Convertible Debentures selected for partial redemption are converted in part before termination of the provisions conversion right with respect to the portion of the Convertible Debentures so selected, the converted portion of the Convertible Debentures shall be deemed (so far as may be) to be the portion selected for redemption. Convertible Debentures (or portions thereof) which have been converted during a selection of Convertible Debentures to be redeemed shall be treated by the Trustee as Outstanding for the purpose of such selection. In any case where more than one Convertible Debenture is registered in the same name, the Trustee in its discretion may treat the aggregate principal amount so registered as if it were represented by one Convertible Debenture. If any Convertible Debenture called for redemption is converted into Common Stock of the Company, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Convertible Debenture to receive interest as provided in the last paragraph of Section 7 hereof2.9) be paid to the Company upon the Company's request or, if then held by the Company, shall be discharged from such trust. (b) If a partial redemption of the Convertible Debentures would result in the delisting of the Convertible Preferred Securities issued by the Trust from any national securities exchange or other organization on which the Convertible Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Convertible Debentures in whole.

Optional Redemption by Company. (a) On any interest payment date, and after receipt of irrevocable notice from The 2024 Notes may not be redeemed by the Company prior to September 19, 2019. Except as provided for below, otherwise may be specified in this Debenture is redeemable, in whole but not in partEighth Supplemental Indenture, at 101% of the Principal Amount then outstandingany time and from time to time on or after September 19, together with accrued 2019 and unpaid interest through the Redemption Date, by the Company, if all of the following conditions are satisfied: (i) the average closing bid price for the Common Stock for the twenty (20) consecutive trading days prior to the date of notice exceeds an amount equal to three (3) times the Conversion Price then in effectFebruary 19, and the Common Stock is listed or quoted on the National Market, the SmallCap, AMEX, OTCBB or NYSE; (ii) the average daily trading volume for the twenty (20) consecutive trading days prior to the date of the irrevocable notice shall be no less than fifty thousand (50,000) shares; (iii) the market price for the Common Stock at the time of notice reflects a price-to-earnings ratio of no greater than thirty (30) times fully diluted earnings per share, excluding any extraordinary gains and any non-cash charges relating to the issuance of the Loan and warrants; and (iv) the shares of Common Stock issuable upon conversion of this Debenture shall have been fully registered under applicable securities laws. The Company's right of redemption is subject to the Holder's prior right of conversion of the Debenture. The Company may exercise its right to redeem this Debenture pursuant to Section 5(a) prior to maturity by giving notice thereof to the Holder of this Debenture as such name appears on the books of the Borrower, which notice shall specify the terms of redemption (including the place at which the Holder may obtain payment), the total redemption payment and the Redemption Date, which date shall not be less than 30 days nor more than 90 days after the date of the notice. (b) In the event of a one time adjustment to the trading price described in Section 7 hereof, the Holder shall not be entitled to convert this Debenture for a period of 10 days thereafter (the "10-day period"). During the 10-day period2024, the Company shall have the right to redeem this Debenture the 2024 Notes, in whole but not or in part part, at its option, at a sum redemption price equal to the greater of: (i) 100% of the aggregate principal amount then outstandingof the 2024 Notes to be redeemed, together with an amount equal plus accrued and unpaid interest to, but excluding, the 2024 Notes Redemption Date for the 2024 Notes to an 18% be redeemed; and (ii) the sum of the present values of the remaining scheduled payments of principal and interest in respect of the 2024 Notes to be redeemed (not including any portion of the interest accrued to, but excluding, the 2024 Notes Redemption Date of the 2024 Notes to be redeemed), discounted to such 2024 Notes Redemption Date on a semi-annual yield on the principal amount through the Redemption Date. Such redemption shall be conditional on the delivery of basis (assuming a notice of redemption set forth in Section 5(b) delivered to the Holders within the 10360-day periodyear consisting of twelve 30-day months) at the applicable 2024 Notes Treasury Rate plus 30 basis points, plus accrued and unpaid interest to, but excluding, the 2024 Notes Redemption Date of the 2024 Notes to be redeemed. The Trustee shall not be responsible for calculating the foregoing redemption price. At any time and from time to time on or after February 19, 2024, the Company may exercise its shall have the right to redeem the Debenture pursuant 2024 Notes, in whole or in part, at its option, at a redemption price equal to Section 5(b100% of the principal amount of the 2024 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the 2024 Notes Redemption Date of the 2024 Notes to be redeemed. (b) The 2029 Notes may not be redeemed by giving notice thereof within the 10Company prior to September 19, 2019. Except as otherwise may be specified in this Eighth Supplemental Indenture, at any time and from time to time on or after September 19, 2019 and prior to December 19, 2028, the Company shall have the right to redeem the 2029 Notes, in whole or in part, at its option, at a redemption price equal to the greater of: (i) 100% of the aggregate principal amount of the 2029 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the 2029 Notes Redemption Date for the 2029 Notes to be redeemed; and (ii) the sum of the present values of the remaining scheduled payments of principal and interest in respect of the 2029 Notes to be redeemed (not including any portion of the interest accrued to, but excluding, the 2029 Notes Redemption Date of the 2029 Notes to be redeemed), discounted to such 2029 Notes Redemption Date on a semi-annual basis (assuming a 360-day period as such name appears on year consisting of twelve 30-day months) at the books of Borrowerapplicable 2029 Notes Treasury Rate plus 40 basis points, which notice shall specify plus accrued and unpaid interest to, but excluding, the terms 2029 Notes Redemption Date of the redemption (including the place at which the Holder may obtain payment), the total redemption payment and the redemption date, which date 2029 Notes to be redeemed. The Trustee shall not be less than 30 days nor more than 90 days responsible for calculating the foregoing redemption price. At any time and from time to time on or after the date of the notice. The failure of December 19, 2028, the Company shall have the right to redeem the Debenture after giving notice thereof pursuant 2029 Notes, in whole or in part, at its option, at a redemption price equal to Section 5(b) hereof shall constitute an Event of Default under the Loan Agreement, without affecting the application 100% of the provisions principal amount of Section 7 hereofthe 2029 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the 2029 Notes Redemption Date of the 2029 Notes to be redeemed.

Optional Redemption by Company. (a) On If on any interest payment dateday the Conversion Price which would be applicable to a Conversion Notice given on such day would be less than $20.83 per share of Common Stock (adjusted as provided herein, and after receipt of irrevocable notice from the "Minimum Conversion Price"), then the Company as provided for belowshall have the right to redeem this Note in whole, but not in part, pursuant to this Debenture is redeemableSection if and only if the Company simultaneously redeems all Other Notes, in whole but not in part, on the same terms. The Minimum Conversion Price shall be adjusted as follows: (x) equitable adjustment from time to time on terms reasonably acceptable to the Majority Holders for (1) stock splits, (2) stock dividends, (3) combinations, (4) capital reorganizations, (5) issuance to all holders of Common Stock of rights or warrants to purchase shares of Common Stock at 101% a price per share less than the Minimum Conversion Price as theretofore adjusted in accordance herewith, (6) the distribution by the Company to all holders of Common Stock of evidences of indebtedness of the Principal Amount then outstandingCompany or cash (other than regular quarterly cash dividends), together with accrued and unpaid interest through the Redemption Date, (7) tender offers by the Company, if all Company or any subsidiary of the following conditions are satisfied: (i) Company or other repurchases of shares of Common Stock in one or more transactions which, individually or in the average closing bid price for aggregate, result in the purchase of more than ten percent of the Common Stock for the twenty outstanding and (20) consecutive trading days prior 8) similar events relating to the date of notice exceeds an amount equal to three (3) times the Conversion Price then Common Stock, in effect, and the Common Stock is listed any such case which occur on or quoted on the National Market, the SmallCap, AMEX, OTCBB or NYSE; (ii) the average daily trading volume for the twenty (20) consecutive trading days prior to after the date of the irrevocable notice shall be no less than fifty thousand Note Purchase Agreement, and (50,000y) shares; (iii) in case at any time following the market price for date which is 75 days after the Common Stock at the time date of notice reflects a price-to-earnings ratio of no greater than thirty (30) times fully diluted earnings per share, excluding any extraordinary gains and any non-cash charges relating to the original issuance of this Note the Loan and warrants; and (iv) Company shall file a registration statement under the Act covering the resale by the Holder of shares of Common Stock issuable upon on conversion of this Debenture Note which shares are in addition to the shares so registered under the Act on or before such 75th day (the "Additional Shares"), then at the time such registration statement is ordered effective by the SEC, the Minimum Conversion Price shall be adjusted by multiplying the Minimum Conversion Price in effect immediately prior to the time such registration statement is ordered effective by the SEC by a fraction the numerator which is the sum of (A) [INSERT PRO RATA PORTION OF THE NUMBER OF SHARES REGISTERED AT THE TIME OF INITIAL ISSUANCE OF THIS NOTE] plus (B) such additional shares as have been fully registered under applicable securities laws. The Company's right of redemption is subject to the Holder's prior right of conversion of the Debenture. The Company may exercise its right to redeem this Debenture pursuant to Section 5(a) prior to maturity by giving notice thereof to the Holder of this Debenture as such name appears on the books of the Borrower, which notice shall specify the terms of redemption (including the place at which the Holder may obtain payment), the total redemption payment and the Redemption Date, which date shall not be less than 30 days nor more than 90 days for resale after the date of initial issuance of this Note other than the noticeAdditional Shares, and the denominator of which is the sum of (A) [INSERT PRO RATA PORTION OF THE NUMBER OF SHARES REGISTERED AT THE TIME OF INITIAL ISSUANCE OF THIS NOTE] plus (B) such additional shares as have been registered for resale after the date of initial issuance of this Note other than the Additional Shares plus (C) the number of Additional Shares. (b) In order to exercise its right of redemption under this Section , the event of Company shall, not later than 8:45 a.m., New York City time, on a one time adjustment day on which it shall have the right to redeem this Note pursuant to this Section , give notice to the trading price described Holder in the form attached hereto as EXHIBIT E (an "Optional Redemption Notice") stating that: (1) on the date of such Optional Redemption Notice the Conversion Price which would be applicable to a Conversion Notice given on such date would be less than the Minimum Conversion Price, (2) the Company is exercising its right to redeem this Note in whole in accordance with this Section 2.6 at the Optional Redemption Price and (3) that this Note may not be converted after such Optional Redemption Notice is given except as provided in Section 7 2.6(a) hereof. The Company shall, contemporaneously with the giving of the Optional Redemption Notice, contact the Holder by telephone at such number as shall have been provided by the Holder to the Company for such purpose to inform the Holder than an Optional Redemption Notice is being given on such date. (c) If the Company shall have given an Optional Redemption Notice, then thereafter the Holder shall not be entitled to convert this Debenture for a period of 10 days thereafter Note except (1) on the date such Optional Redemption Notice is given (the "10-day periodOptional Redemption Notice Date") the Holder may convert up to five percent of the principal amount of this Note outstanding at the time (and in connection therewith may convert the accrued and unpaid interest on the principal amount to be converted and on any such interest) in accordance with the terms of this Note (such conversion being referred to herein as an "Excepted Conversion"). During ; (2) if the 10-day periodMajority Holders give an Optional Redemption Revocation (as defined herein), the Holder may convert this Note in accordance with Section 2.6(e); and (3) if the Majority Holders do not give an Optional Redemption Revocation and the Company fails to pay the Optional Redemption Price of this Note on the Optional Redemption Date, then thereafter the Holder may convert this Note in accordance with its terms. (d) If the Company gives an Optional Redemption Notice, then, unless revoked by an Optional Redemption Revocation as provided in Section 2.6(e), on the date which is three Business Days after the Optional Redemption Notice Date (the "Optional Redemption Date") the Company shall have pay to or upon the right order of the Holder by wire transfer of immediately available funds to redeem this Debenture in whole but not in part at a sum equal to such account as shall be specified for such purpose by the principal amount then outstanding, together with Holder an amount equal to the Optional Redemption Price. The "Optional Redemption Price" of this Note shall be an 18% annual yield amount equal to the sum of (1) the product obtained by multiplying (A) the sum of (i) the outstanding principal amount of this Note on the day following the date the Company gives an Optional Redemption Notice plus (ii) accrued and unpaid interest on such principal amount through to the Optional Redemption Date times (B) 110% plus (2) accrued and unpaid Default Interest, if any, on the amount referred to in the immediately preceding clause (1)(A)(ii) at the rate provided in this Note to the Optional Redemption Date. Such redemption shall be conditional on the delivery of a notice of redemption set forth in Section 5(b) delivered to the Holders within the 10-day period. The Company may exercise its right to redeem the Debenture pursuant to Section 5(b) by giving notice thereof within the 10-day period as such name appears on the books of Borrower, which notice shall specify the terms of the redemption (including the place at which the Holder may obtain payment), the total redemption payment and the redemption date, which date shall not be less than 30 days nor more than 90 days after the date of the notice. The failure of the Company to redeem the Debenture after giving notice thereof pursuant to Section 5(b) hereof shall constitute an Event of Default under the Loan Agreement, without affecting the application of the provisions of Section 7 hereof.

Optional Redemption by Company. (a) On any interest payment date, and after receipt of irrevocable notice from the Company as provided for below, this Debenture is redeemableThe Notes may be redeemed, in whole but not or in part, at 101any time (the date of such redemption, a “Redemption Date”) at the Company’s option. If the Notes are redeemed at any time prior to the Par Call Date, the Notes will be redeemed at a redemption price equal to the greater of: (1) 100% of the Principal Amount then outstandingprincipal amount of the Notes to be redeemed, together with and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would have been made if the Notes matured on the Par Call Date (exclusive of interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, plus, in each of the cases (1) and (2) above, accrued and unpaid interest through on the Notes to be redeemed to, but not including, the applicable Redemption Date. If the Notes are redeemed at any time on or after the Par Call Date, by the Company, if all Notes will be redeemed at a redemption price equal to 100% of the following conditions are satisfied: (i) principal amount of the average closing bid price for the Common Stock for the twenty (20) consecutive trading days prior Notes to the date of notice exceeds an amount equal to three (3) times the Conversion Price then in effectbe redeemed, plus accrued and the Common Stock is listed or quoted unpaid interest on the National MarketNotes being redeemed to, but not including, the SmallCap, AMEX, OTCBB or NYSE; (iiapplicable Redemption Date. Any redemption pursuant to this Section 5.01(a) the average daily trading volume for the twenty (20) consecutive trading days prior to the date of the irrevocable notice shall be no less than fifty thousand (50,000) shares; (iii) the market price for the Common Stock at the time of notice reflects a price-to-earnings ratio of no greater than thirty (30) times fully diluted earnings per share, excluding any extraordinary gains and any non-cash charges relating to the issuance of the Loan and warrants; and (iv) the shares of Common Stock issuable upon conversion of this Debenture shall have been fully registered under applicable securities laws. The Company's right of redemption is subject to the Holder's prior right of conversion holders of the Debenture. The Company may exercise its right to redeem this Debenture pursuant to Section 5(a) prior to maturity by giving notice thereof to the Holder of this Debenture as such name appears record on the books of relevant record date to receive interest due on an interest payment date that is on or before the Borrower, which notice shall specify the terms of redemption (including the place at which the Holder may obtain payment), the total redemption payment and the applicable Redemption Date, which date shall not be less than 30 days nor more than 90 days after the date of the notice. (b) In The reference in the event first sentence of a one time adjustment Section 14.02 of the Base Indenture to “60 days” is hereby replaced with “45 days,” solely with respect to the trading price described in Section 7 hereof, the Holder shall not be entitled to convert this Debenture for a period of 10 days thereafter (the "10-day period"). During the 10-day period, the Company shall have the right to redeem this Debenture in whole but not in part at a sum equal to the principal amount then outstanding, together with an amount equal to an 18% annual yield on the principal amount through the Redemption Date. Such redemption shall be conditional on the delivery of a notice of redemption set forth in Section 5(b) delivered to the Holders within the 10-day period. The Company may exercise its right to redeem the Debenture pursuant to Section 5(b) by giving notice thereof within the 10-day period as such name appears on the books of Borrower, which notice shall specify the terms of the redemption (including the place at which the Holder may obtain payment), the total redemption payment and the redemption date, which date shall not be less than 30 days nor more than 90 days after the date of the notice. The failure of the Company to redeem the Debenture after giving notice thereof pursuant to Section 5(b) hereof shall constitute an Event of Default under the Loan Agreement, without affecting the application of the provisions of Section 7 hereofNotes.

Optional Redemption by Company. (a) On any interest payment date, Subject to the ------------------------------ provisions of Section 3.3 and after receipt to the provisions of irrevocable notice from the Company as provided for below, this Debenture is redeemable, in whole but not in part, at 101% Article 3 of the Principal Amount then outstanding, together with accrued and unpaid interest through the Redemption Date, by the Company, if all of the following conditions are satisfied: (i) the average closing bid price for the Common Stock for the twenty (20) consecutive trading days prior to the date of notice exceeds an amount equal to three (3) times the Conversion Price then in effect, and the Common Stock is listed or quoted on the National Market, the SmallCap, AMEX, OTCBB or NYSE; (ii) the average daily trading volume for the twenty (20) consecutive trading days prior to the date of the irrevocable notice shall be no less than fifty thousand (50,000) shares; (iii) the market price for the Common Stock at the time of notice reflects a price-to-earnings ratio of no greater than thirty (30) times fully diluted earnings per share, excluding any extraordinary gains and any non-cash charges relating to the issuance of the Loan and warrants; and (iv) the shares of Common Stock issuable upon conversion of this Debenture shall have been fully registered under applicable securities laws. The Company's right of redemption is subject to the Holder's prior right of conversion of the Debenture. The Company may exercise its right to redeem this Debenture pursuant to Section 5(a) prior to maturity by giving notice thereof to the Holder of this Debenture as such name appears on the books of the Borrower, which notice shall specify the terms of redemption (including the place at which the Holder may obtain payment), the total redemption payment and the Redemption Date, which date shall not be less than 30 days nor more than 90 days after the date of the notice. (b) In the event of a one time adjustment to the trading price described in Section 7 hereof, the Holder shall not be entitled to convert this Debenture for a period of 10 days thereafter (the "10-day period"). During the 10-day periodBase Indenture, the Company shall have the right to redeem this Debenture the Convertible Debentures, in whole but or in part, for cash, from time to time upon not in part at a sum equal to the principal amount then outstanding, together with an amount equal to an 18% annual yield on the principal amount through the Redemption Date. Such redemption shall be conditional on the delivery of a notice of redemption set forth in Section 5(b) delivered to the Holders within the 10-day period. The Company may exercise its right to redeem the Debenture pursuant to Section 5(b) by giving notice thereof within the 10-day period as such name appears on the books of Borrower, which notice shall specify the terms of the redemption (including the place at which the Holder may obtain payment), the total redemption payment and the redemption date, which date shall not be less than 30 days nor more than 90 60 days after notice to the Holders, at the following prices (expressed as percentages of the principal amount of the Convertible Debentures) (the "Optional Redemption Price") together with any accrued and unpaid interest (including Compounded Interest and Additional Interest, if any) thereon to, but excluding, the date of such redemption, if redeemed during the notice12-month period beginning on April 1 of the following years: Year Redemption Price ---- ---------------- 1997 103.90% 1998 103.25% 1999 102.60% 2000 101.95% 2001 101.30% 2002 100.65% 2003 and thereafter 100.00% No Convertible Debentures may be redeemed in accordance with this Section 3.2 if the Company shall be advised on or prior to the related redemption date by either ▇▇▇▇▇'▇ Investors Service, Inc. ("Moody's") (provided that ▇▇▇▇▇'▇ is then rating the senior unsecured debt of the Company) or Standard & Poor's Ratings Group ("S&P") (provided that S&P is then rating the senior unsecured debt of the Company) that such redemption would result in an immediate lowering by Moody's or S&P, as the case may be, of the credit rating on the Company's senior unsecured debt from its then existing level, unless the Company shall have received from the issuance of common stock of the Company, since the date which is two years prior to the related redemption date, net proceeds in an aggregate amount at least equal to the aggregate principal amount of the Convertible Debentures to be redeemed. If Convertible Debentures are redeemed on the last calendar day of any March, June, September or December, accrued and unpaid interest shall be payable to Holders on the relevant record date. The failure of Company shall issue a press release announcing any redemption pursuant to this Section 3.2. The Optional Redemption Price plus such accrued and unpaid interest thereon shall be paid prior to 12:00 noon, New York time, on the date fixed by the Company for such redemption or at such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to redeem pay the Debenture after giving notice thereof pursuant Optional Redemption Price, plus accrued and unpaid interest thereon, by 10:00 a.m., New York time, on the date such Optional Redemption Price is to Section 5(b) hereof shall constitute an Event of Default under the Loan Agreement, without affecting the application of the provisions of Section 7 hereofbe paid.

Optional Redemption by Company. (a) On any interest payment date, and after receipt of irrevocable notice from the Company Except as provided for below, otherwise may be specified in this Debenture is redeemable, in whole but not in part, at 101% of the Principal Amount then outstanding, together with accrued and unpaid interest through the Redemption Date, by the Company, if all of the following conditions are satisfied: (i) the average closing bid price for the Common Stock for the twenty (20) consecutive trading days prior to the date of notice exceeds an amount equal to three (3) times the Conversion Price then in effect, and the Common Stock is listed or quoted on the National Market, the SmallCap, AMEX, OTCBB or NYSE; (ii) the average daily trading volume for the twenty (20) consecutive trading days prior to the date of the irrevocable notice shall be no less than fifty thousand (50,000) shares; (iii) the market price for the Common Stock at the time of notice reflects a price-to-earnings ratio of no greater than thirty (30) times fully diluted earnings per share, excluding any extraordinary gains and any non-cash charges relating to the issuance of the Loan and warrants; and (iv) the shares of Common Stock issuable upon conversion of this Debenture shall have been fully registered under applicable securities lawsSupplemental Indenture No. The Company's right of redemption is subject to the Holder's prior right of conversion of the Debenture. The Company may exercise its right to redeem this Debenture pursuant to Section 5(a) prior to maturity by giving notice thereof to the Holder of this Debenture as such name appears on the books of the Borrower, which notice shall specify the terms of redemption (including the place at which the Holder may obtain payment), the total redemption payment and the Redemption Date, which date shall not be less than 30 days nor more than 90 days after the date of the notice. (b) In the event of a one time adjustment to the trading price described in Section 7 hereof, the Holder shall not be entitled to convert this Debenture for a period of 10 days thereafter (the "10-day period"). During the 10-day period5, the Company shall have the right to redeem this Debenture the Notes, in whole but not or in part part, at any time or from time to time, at a sum redemption price (the “Optional Redemption Price”) equal to the greater of: (i) 100% of the principal amount then outstandingplus accrued and unpaid interest to, together with an amount equal but excluding, the Redemption Date; and (ii) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to an 18% the Redemption Date) discounted to the Redemption Date on a semi-annual yield basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50.0 basis points, plus accrued and unpaid interest on the principal amount through being redeemed to, but excluding, the Redemption Date. Such redemption shall be conditional on the delivery of a The Company will mail notice of such redemption set forth in Section 5(b) delivered to the Holders within the 10-day period. The Company may exercise its right to redeem the Debenture pursuant to Section 5(b) by giving notice thereof within the 10-day period as such name appears on the books of Borrower, which notice shall specify the terms registered holders of the redemption (including the place at which the Holder may obtain payment), the total redemption payment and the redemption date, which date shall Notes to be redeemed not be less than 30 days nor more than 90 60 days after prior to the Redemption Date. If Notes are only partially redeemed pursuant to this Section 3.01, the Notes to be redeemed will be selected by the Trustee in such manner as in its sole discretion it shall deem appropriate and fair; provided, that if at the time of redemption the Notes to be redeemed are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of the Notes to be redeemed held by each of its participants that holds a position in such Notes. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the Redemption Date or at such later time as is then permitted by the rules of the Depositary for the Notes (if then registered as a Global Note); provided, that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date of the notice. The failure of the Company such Optional Redemption Price is to redeem the Debenture after giving notice thereof pursuant to Section 5(b) hereof shall constitute an Event of Default under the Loan Agreement, without affecting the application of the provisions of Section 7 hereofbe paid.

Optional Redemption by Company. The Notes may not be redeemed by the Company prior to September 2, 2025. On or after September 2, 2025 (180 days after March 6, 2025) (or, if additional notes are issued, beginning 180 days after the issue date of such additional notes), and, prior to March 6, 2030 (one year prior to the Maturity Date (the “First Par Call Date”)), the Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (i) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming that the Notes matured on the First Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 0.250% less (ii) interest accrued to the Redemption Date; and (b) 100% of the principal amount of the Notes to be redeemed, plus, in each case of (a) and (b), accrued and unpaid interest, if any, to, but excluding, the Redemption Date of the Notes to be redeemed. On any interest payment datethe First Par Call Date, and after receipt of irrevocable notice from the Company as provided for below, this Debenture is redeemablemay redeem the Notes, in whole but not in part, at 101a Redemption Price equal to 100% of the Principal Amount then outstandingaggregate principal amount of the Notes, together with plus accrued and unpaid interest through thereon, if any, to, but excluding, the Redemption Date. On or after February 4, by 2031 (the Company, if all of the following conditions are satisfied: (i) the average closing bid price for the Common Stock for the twenty (20) consecutive trading date that is 30 days prior to the date of notice exceeds an amount equal to three (3) times the Conversion Price then in effect, and the Common Stock is listed or quoted on the National Market, the SmallCap, AMEX, OTCBB or NYSE; (ii) the average daily trading volume for the twenty (20) consecutive trading days prior to the date of the irrevocable notice shall be no less than fifty thousand (50,000) shares; (iii) the market price for the Common Stock at the time of notice reflects a price-to-earnings ratio of no greater than thirty (30) times fully diluted earnings per share, excluding any extraordinary gains and any non-cash charges relating to the issuance of the Loan and warrants; and (iv) the shares of Common Stock issuable upon conversion of this Debenture shall have been fully registered under applicable securities laws. The Company's right of redemption is subject to the Holder's prior right of conversion of the Debenture. The Company may exercise its right to redeem this Debenture pursuant to Section 5(a) prior to maturity by giving notice thereof to the Holder of this Debenture as such name appears on the books of the Borrower, which notice shall specify the terms of redemption (including the place at which the Holder may obtain paymentMaturity Date), the total redemption payment Company may redeem the Notes, in whole or in part, at any time and from time to time, at its option at a Redemption Price equal to 100% of the aggregate principal amount of the Notes being redeemed plus accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date, which date shall not be less than 30 days nor more than 90 days after the date of the notice. (b) In the event of a one time adjustment to the trading price described in Section 7 hereof, the Holder shall not be entitled to convert this Debenture for a period of 10 days thereafter (the "10-day period"). During the 10-day period, the Company shall have the right to redeem this Debenture in whole but not in part at a sum equal to the principal amount then outstanding, together with an amount equal to an 18% annual yield on the principal amount through the Redemption Date. Such redemption shall be conditional on the delivery of a notice of redemption set forth in Section 5(b) delivered to the Holders within the 10-day period. The Company may exercise its right to redeem the Debenture pursuant to Section 5(b) by giving notice thereof within the 10-day period as such name appears on the books of Borrower, which notice shall specify the terms of the redemption (including the place at which the Holder may obtain payment), the total redemption payment and the redemption date, which date shall not be less than 30 days nor more than 90 days after the date of the notice. The failure of the Company to redeem the Debenture after giving notice thereof pursuant to Section 5(b) hereof shall constitute an Event of Default under the Loan Agreement, without affecting the application of the provisions of Section 7 hereof.