Common use of Optional Redemptions Clause in Contracts

Optional Redemptions. (a) The Secured Notes will be redeemable, at the Issuer's option, in whole or from time to time in part upon not less than 30 and not more than 60 days' prior notice mailed by first class mail to each Holder's registered address appearing in the Securities Register on any date prior to Maturity at a price equal to 100% of the principal amount thereof plus accrued and unpaid interest (including Special Interest, if any, and Additional Amounts, if any), to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date), plus the Make-Whole Premium. In no event will the Redemption Price ever be less than 100% of the principal amount of the Secured Notes to be redeemed plus accrued and unpaid interest (including Special Interest, if any, and Additional Amounts, if any), to the Redemption Date. The amount of the Make-Whole Premium with respect to any Secured Notes (or portion thereof) to be redeemed will be equal to the excess, if any, of: (i) the sum of the present values, calculated as of the Redemption Date, of: (1) each interest payment that, but for such redemption, would have been payable on the Secured Notes (or portion thereof) being redeemed on each Interest Payment Date occurring after the Redemption Date (excluding any accrued and unpaid interest for the period prior to the Redemption Date); and (2) the principal amount that, but for such redemption, would have been payable at the final maturity of the Secured Notes (or portion thereof) being redeemed, over (ii) the principal amount of the Secured Notes (or portion thereof) being redeemed. The present values of interest and principal payments referred to in clause (i) above will be determined in accordance with generally accepted principles of financial analysis. Such present values will be calculated by discounting the amount of each payment of interest or principal from the date that each such payment would have been payable, but for the redemption, to the Redemption Date at a discount rate equal to the Treasury Rate (as defined below) plus 50 basis points. The Make-Whole Premium will be calculated by the Independent Investment Banker. For purposes of this Section 3.07 and Section 3.09, the following definitions apply:

Optional Redemptions. (a) The Under the terms of the Indenture, the Secured Notes will be redeemable, at the Issuer's option, option at any time in whole or from time to time in part upon not less than 30 and not more than 60 days' prior notice mailed by first class mail to each Holder's registered address appearing in the Securities Register Holders of the Secured Notes, on any date prior to Maturity at a price equal to 100% of the principal amount thereof plus accrued and unpaid interest (including Special Interest, if any, and Additional Amounts, if any), to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date), plus the Make-Whole Premium. In no event will . (b) Under the Redemption Price ever terms of the Indenture, the Secured Notes may be redeemed, at the option of the Issuer, at any time as a whole but not in part, on not less than 30 nor more than 60 days' prior notice mailed by first class mail to the Holders of the Secured Notes, at a price equal to 100% of the principal amount of the Secured Notes to be redeemed thereof plus accrued and unpaid interest (including Special Interest, if any, and Additional Amounts, if any), to the Redemption Date. The , in the event the Issuer has become or would become obligated to pay (and the Issuer cannot avoid such obligation by taking reasonable measures available to it), on the next date on which any amount of the Make-Whole Premium would be payable with respect to the Secured Notes, any Additional Amounts as a result of a change in or an amendment to the laws (including any regulations promulgated thereunder) of a Tax Jurisdiction, or any change in or amendment to any official position regarding the application or interpretation of such laws or regulations, which change or amendment is announced or becomes effective on or after the Issue Date; PROVIDED, HOWEVER, that such redemption shall be conditioned upon the Issuer being actually obligated to pay such Additional Amounts on the relevant payment date. Prior to the giving of the notice of redemption described in the preceding paragraph, the Issuer shall deliver to the Trustee an Officers' Certificate (together with a copy of an Opinion of Counsel from counsel that is independent from the Issuer to the effect that the Issuer will be or will become obligated to pay Additional Amounts), stating that the Issuer is entitled to effect such redemption in accordance with the Indenture and setting forth in reasonable detail a statement of the facts relating thereto. (c) Notices of redemption will be mailed by first class mail at least 30 days but not more than 60 days before the Redemption Date to each Holder whose Secured Notes (or portion thereof) are to be redeemed will at its registered address. Secured Notes in denominations larger than $1,000 may be equal to the excessredeemed in part but only in integral multiples of $1,000, if any, of: (i) the sum unless all of the present values, calculated as of the Redemption Date, of: (1) each interest payment that, but for such redemption, would have been payable on the Secured Notes (or portion thereof) being redeemed held by a Holder are to be redeemed. Unless the Issuer defaults in making such redemption payment, on each Interest Payment Date occurring and after the Redemption Date interest (excluding including Special Interest, if any accrued and unpaid interest for the period prior Additional Amounts, if any), ceases to the Redemption Date); and (2) the principal amount that, but for such redemption, would have been payable at the final maturity of the accrue on Secured Notes (or portion thereof) being redeemed, over (ii) the principal amount of the Secured Notes (or portion thereof) being redeemed. The present values of interest and principal payments referred to in clause (i) above will be determined in accordance with generally accepted principles of financial analysis. Such present values will be calculated by discounting the amount of each payment of interest or principal from the date that each such payment would have been payable, but portions thereof called for the redemption, to the Redemption Date at a discount rate equal to the Treasury Rate (as defined below) plus 50 basis points. The Make-Whole Premium will be calculated by the Independent Investment Banker. For purposes of this Section 3.07 and Section 3.09, the following definitions apply:.

Optional Redemptions. (a) The Secured Notes Subject to the restrictions in paragraph 3 above, shares of the Series A Convertible Preferred Stock will be redeemable, redeemable at the Issuer's optionoption of the Company, in whole or in part, from time and after December 31, 2000 at a redemption price per share of $1.00 (in each case, together with an amount equal to time in part upon the dividends accrued and unpaid thereon, whether or not declared, to the redemption date). (b) Not less than 30 and not nor more than 60 days' prior notice mailed by first class mail to each Holder's registered address appearing in the Securities Register on any date days prior to Maturity at a price equal to 100% the date fixed for any redemption of shares of the principal amount thereof plus accrued Series A Convertible Preferred Stock pursuant to this paragraph 5, a notice specifying the time and unpaid interest (including Special Interestplace of the redemption and the number of shares to be redeemed shall be given by first-class mail, if any, and Additional Amounts, if any)postage prepaid, to the Redemption Date (subject to the right of Holders holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date), plus the Make-Whole Premium. In no event will the Redemption Price ever be less than 100% of the principal amount shares of the Secured Notes Series A Convertible Preferred Stock to be redeemed plus accrued and unpaid interest (including Special Interestat their respective addresses as the same shall appear on the books of the Company or the transfer agent for the Series A Convertible Preferred Stock, if anycalling upon each holder of record to surrender to the Company at such place as shall be designated in such notice on the redemption date such holder's certificate or certificates representing the number of shares specified in the notice of redemption. Neither failure to mail such notice, and Additional Amounts, if any)nor any defect therein or in the mailing thereof, to any particular holder shall affect the Redemption Date. The amount sufficiency of the Make-Whole Premium notice or the validity of the proceedings for redemption with respect to any Secured Notes (other holder. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or portion thereof) not the holder receives the notice. On or after the redemption date, each holder of shares of the Series A Convertible Preferred Stock to be redeemed will be equal shall present and surrender such holder's certificate or certificates for such shares to the excessCompany at the place designated in the redemption notice and thereupon the redemption price of the shares shall be paid to or on the order of the Person whose name appears on such certificate or certificates as the owner thereof, if anyand each surrendered certificate shall be canceled. In case less than all the shares represented by any such certificate are redeemed, of:a new certificate shall be issued to the holder representing the unredeemed shares of the Series A Convertible Preferred Stock. (ic) If a notice of redemption has been given pursuant to this paragraph 5 and if, on or before the sum date fixed for redemption, the funds necessary for such redemption shall have been set aside by the Company, separate and apart from its other funds, in trust for the pro rata benefit of the present values, calculated as holders of the Redemption Dateshares of the Series A Convertible Preferred Stock so called for redemption, of: (1) each then, notwithstanding that any certificates for such shares have not been surrendered for cancellation, on the redemption date dividends shall cease to accrue on the shares of the Series A Convertible Preferred Stock to be redeemed, and at the close of business on the redemption date the holders of such shares shall cease to be stockholders with respect to those shares, shall have no interest payment thatin or claims against the Company by virtue thereof and shall have no voting or other rights with respect thereto, but for except the right to receive the money payable upon such redemption, would without interest thereon, upon surrender (and endorsement, if required by the Company) of their certificates, and the shares evidenced thereby shall no longer be outstanding. Subject to applicable escheat laws, any money so set aside by the Company and unclaimed at the end of two years from the redemption date shall revert to the general funds of the Company, after which reversion the holders of such shares so called for redemption shall look only to the general funds of the Company for the payment of the redemption price. Any interest accrued on funds so deposited shall be paid to the Company from time to time. (d) In every case of redemption of less than all of the outstanding shares of the Series A Convertible Preferred Stock pursuant to this paragraph 5, the shares to be redeemed shall be selected pro rata or by lot or in such other manner as the Board of Directors may equitably determine, as may be prescribed by resolution of the Board of Directors of the Company, provided that only whole shares shall be selected for redemption. Notwithstanding the foregoing, the Company shall not redeem any of the shares of the Series A Convertible Preferred Stock at any time outstanding until all dividends accrued and in arrears upon all shares of the Series A Convertible Preferred Stock then outstanding shall have been payable on the Secured Notes (or portion thereof) being redeemed on each Interest Payment Date occurring after the Redemption Date (excluding any accrued and unpaid interest paid for the period prior to the Redemption Date); and (2) the principal amount that, but for such redemption, would have been payable at the final maturity of the Secured Notes (or portion thereof) being redeemed, over (ii) the principal amount of the Secured Notes (or portion thereof) being redeemed. The present values of interest and principal payments referred to in clause (i) above will be determined in accordance with generally accepted principles of financial analysis. Such present values will be calculated by discounting the amount of each payment of interest or principal from the date that each such payment would have been payable, but for the redemption, to the Redemption Date at a discount rate equal to the Treasury Rate (as defined below) plus 50 basis points. The Make-Whole Premium will be calculated by the Independent Investment Banker. For purposes of this Section 3.07 and Section 3.09, the following definitions apply:all past dividend periods.

Optional Redemptions. (a) The Secured Notes will be redeemable, at the Issuer's option, in whole or At any time and from time to time the Corporation, to the extent it may lawfully do so, may call for redemption all or part of the shares of Series A Preferred Stock then outstanding and not converted into Common Stock by providing the holders with a written notice as provided in part upon Section 4(c) below. (b) The redemption price for the Series A Preferred Stock shall be the Series A Preferred Stock Liquidation Value. In the event that fewer than all of the then outstanding shares of the Series A Preferred Stock are redeemed, such shares shall be redeemed on a pro rata basis among all holders of such shares based on the number of shares of Series A Preferred Stock held by such holders on the date of the written notice of redemption. a (c) Except as otherwise provided herein, the Corporation shall mail a written notice of each redemption of Series A Preferred Stock to each record holder thereof not less than 30 and not more than 60 days' prior notice mailed by first class mail to each Holder's registered address appearing in the Securities Register on any date prior to Maturity at a price equal to 100% of the principal amount thereof plus accrued and unpaid interest (including Special Interest, if any, and Additional Amounts, if any), to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or twenty days prior to the Redemption Date)redemption date, plus the Make-Whole Premium. In no event will the Redemption Price ever be less than 100% of the principal amount of the Secured Notes to be redeemed plus accrued and unpaid interest (including Special Interest, if any, and Additional Amounts, if any), to the Redemption Date. The amount of the Make-Whole Premium with respect to any Secured Notes (or portion thereof) to be redeemed will be equal to the excess, if any, of: which notice shall set forth (i) the sum of the present values, calculated as of the Redemption Date, of: (1) each interest payment that, but for such redemption, would have been payable on the Secured Notes (or portion thereof) being redeemed on each Interest Payment Date occurring after the Redemption Date (excluding any accrued and unpaid interest redemption price for the period prior shares to the Redemption Date); and (2) the principal amount that, but for such redemption, would have been payable at the final maturity of the Secured Notes (or portion thereof) being redeemed, over be redeemed and (ii) the principal amount place at which such holders may obtain payment of the Secured Notes (or portion thereof) being redeemedredemption price upon surrender of their share certificates. The present values holders of interest and principal payments referred Series A Preferred Stock to be redeemed shall in clause (i) above will be determined in accordance with generally accepted principles any event have the right to convert their shares into Common Stock at any time prior to the close of financial analysis. Such present values will be calculated by discounting the amount of each payment of interest or principal from business on the date that each is two days prior to the redemption date. In case fewer than the total number of shares represented by any certificate are redeemed, a new certificate representing the number of unredeemed shares shall be issued to the holder thereof without cost to such payment would holder. From and after the redemption date, unless there shall have been payablea default in payment of the redemption price, but all rights of the holders of the shares of Series A Preferred Stock designated for redemption in the redemptionredemption notice as holders of Series A Preferred Stock of the Corporation (except the right to receive the redemption price without interest upon surrender of their certificate or certificates) shall cease with respect to such shares, and such shares shall not thereafter be transferred on the books of the Corporation or be deemed to be outstanding for any purpose whatsoever. Any shares of Series A Preferred Stock so redeemed shall permanently be retired, shall no longer be deemed outstanding and shall not under any circumstances be reissued, and the Redemption Date at a discount rate equal Corporation may from time to time take such appropriate action as may be necessary to reduce the Treasury Rate (as defined below) plus 50 basis points. The Make-Whole Premium will be calculated by the Independent Investment Banker. For purposes of this Section 3.07 and Section 3.09, the following definitions apply:authorized Series A Preferred Stock accordingly.