Common use of Payment of Debentures Called for Redemption Clause in Contracts

Payment of Debentures Called for Redemption. If notice of redemption has been given as above provided, the Debentures or portion of Debentures with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, become due and payable on the Redemption Date and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to (but not including) the Redemption Date, and on and after said date (unless the Company shall default in the payment of such Debentures at the redemption price, together with interest accrued to said date) interest on the Debentures or portion thereof so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the Redemption Date, such Debentures shall cease to be convertible and, except as provided in Sections 8.05 and 13.04, to be entitled to any benefit or Debenture under this Indenture, and the holders thereof shall have no right in respect of such Debentures except the right to receive the redemption price thereof and unpaid interest to (but not including) the Redemption Date. On presentation and surrender of such Debentures at a place of payment in said notice specified, such Debentures or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (but not including) the Redemption Date; provided, however, that if the applicable redemption date is an Interest Payment Date, the payment of interest becoming due on such date shall be payable to the holders of such Debentures registered as such on the relevant Record Date instead of the holders surrendering such Debentures for redemption on such date. Upon presentation of any Debenture redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Debenture or Debentures, of authorized denominations, in principal amount equal to the unredeemed portion of the Debentures so presented. If any Debenture called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the Redemption Date at the rate borne by the Debenture and such Debenture shall remain convertible until the principal and premium, if any, and interest shall have been paid or duly provided for.

Payment of Debentures Called for Redemption. If any notice of redemption has been given as above providedprovided in Section 11.4, the Debentures or portion of Debentures with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, shall become due and payable on the Redemption Date date and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to (but not including) the Redemption Date, and on and after said date (unless the Company shall default in the payment of such Debentures at the redemption price, together with interest accrued to said date) interest on the Debentures or portion thereof so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the Redemption Date, such Debentures shall cease to be convertible and, except as provided in Sections 8.05 and 13.04, to be entitled to any benefit or Debenture under this Indenture, and the holders thereof shall have no right in respect of such Debentures except the right to receive the redemption price thereof and unpaid interest to (but not including) the Redemption DatePrice. On presentation and surrender of such Debentures at a place Place of payment Payment specified in said notice specifiedsuch notice, such Debentures or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption priceRedemption Price, together with accrued interest accrued thereon (including any Additional Interest) to (but not including) the Redemption Date; provided, however, that if the applicable redemption date is an Interest Payment Date, the payment installments of interest becoming due whose Stated Maturity is on such date or prior to the Redemption Date shall be payable to the holders Holders of such Debentures Debentures, or one or more Predecessor Debentures, registered as such at the close of business on the relevant Record Date instead Dates according to their terms and the provisions of the holders surrendering such Debentures for redemption on such dateSection 3.7. Upon presentation of any Debenture redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder Holder thereof, at the expense of the Company, a new Debenture or Debentures, of authorized denominations, in aggregate principal amount equal to the unredeemed portion of the Debentures Debenture so presentedpresented and having the same Original Issue Date, Stated Maturity and terms. If a Global Debenture is so surrendered, such new Debenture shall also be a new Global Debenture. If any Debenture called for redemption shall not be so paid upon surrender thereof for redemption, the principal of and premium, if any, on such Debenture shall, until paid or duly provided forpaid, bear interest from the Redemption Date at the rate borne by prescribed therefor in the Debenture and such Debenture shall remain convertible until the principal and premium, if any, and interest shall have been paid or duly provided forDebenture.

Payment of Debentures Called for Redemption. If notice of redemption has been given as above provided, the Debentures or portion portions of Debentures with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, shall become due and payable on the Redemption Date date and at the place or places stated in such notice at the applicable redemption priceRedemption Price, together with interest accrued to (but not including) the Redemption Date, and on and after said date (unless the Company shall default in the payment of such Debentures at the redemption priceRedemption Price, together with interest accrued to said date) any interest on the Debentures or portion thereof portions of Debentures so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the Redemption Date, such Debentures shall cease to be convertible and, except as provided in Sections 8.05 7.5 and 13.0412.4, to be entitled to any benefit or Debenture security under this Indenture, and the holders thereof shall have no right in respect of such Debentures except the right to receive the redemption price Redemption Price thereof and unpaid interest to (but not including) the Redemption Date. On presentation and surrender of such Debentures at a place of payment in said notice specified, such the said Debentures or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption priceRedemption Price, together with interest accrued thereon to (but not including) the Redemption Date; provided, however, provided that if the applicable redemption date is an Interest Payment Date, the any semi-annual payment of interest becoming due on such date the Redemption Date shall be payable to the holders of such Debentures registered as such on the relevant Record Date instead record date subject to the terms and provisions of the holders surrendering such Debentures for redemption on such dateSection 2.2 hereof. Upon presentation of any Debenture redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery deliver to the holder thereof, at the expense of the Company, a new Debenture or Debentures, of authorized denominations, in principal amount equal to the unredeemed portion of the Debentures Debenture so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Debentures or mail any notice of optional redemption during the continuance of a default in payment of the principal of, interest on or Redemption Price in respect of the Debentures or of any Event of Default. If any Debenture called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premiumRedemption Price and, to the extent legally permitted, interest, if any, in respect thereof shall, until paid or duly provided for, bear interest from the Redemption Date at the rate borne by the Debenture and such Debenture shall remain convertible until the principal and premium, if any, and interest shall have been paid or duly provided forDebenture.

Payment of Debentures Called for Redemption. If notice of --------------------------------------------- redemption has been given as above providedprovided in Section 10.3, the Debentures or portion portions of Debentures with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, shall become due and payable on the Redemption Date or Special Redemption Date, as applicable, and at the place or places stated in such notice at the applicable redemption priceRedemption Price or Special Redemption Price, together with interest accrued to (but not including) the Redemption Date or Special Redemption Date, as applicable, and on and after said date (unless the Company shall default in the payment of such Debentures at the redemption priceRedemption Price or Special Redemption Price, as applicable, together with interest accrued to said date) interest on the Debentures or portion thereof portions of Debentures so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the Redemption Date, such Debentures shall cease to be convertible and, except as provided in Sections 8.05 and 13.04, to be entitled to any benefit or Debenture under this Indenture, and the holders thereof shall have no right in respect of such Debentures except the right to receive the redemption price thereof and unpaid interest to (but not including) the Redemption Dateaccrue. On presentation and surrender of such Debentures at a place of payment specified in said notice specifiednotice, such Debentures or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption priceRedemption Price or Special Redemption Price, together with interest accrued thereon to (but not including) the Redemption Date; provided, however, that if the applicable redemption date is an Interest Payment Date or Special Redemption Date, the payment of interest becoming due on such date shall be payable to the holders of such Debentures registered as such on the relevant Record Date instead of the holders surrendering such Debentures for redemption on such dateapplicable. Upon presentation of any Debenture redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Debenture or Debentures, Debentures of authorized denominations, in principal amount equal to the unredeemed portion of the Debentures Debenture so presented. If any Debenture called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the Redemption Date at the rate borne by the Debenture and such Debenture shall remain convertible until the principal and premium, if any, and interest shall have been paid or duly provided for.

Payment of Debentures Called for Redemption. If notice of redemption has been given as above provided, the Debentures or portion portions of Debentures with respect to which specified in such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, shall become due and payable on the Redemption Date date and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to (but not including) the Redemption Datedate fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Debentures at the redemption price, together with interest accrued to said date) interest on the Debentures or portion thereof portions of Debentures so called for redemption shall cease to accrue andaccrue, after the close of business on the Business Day next preceding the Redemption Date, such Debentures shall cease to be convertible and, except as provided in Sections 8.05 Section 6.1, such Debentures shall cease from and 13.04, after the date fixed for redemption to be entitled to any benefit or Debenture security under this Amended and Restated Indenture, and the holders Holders thereof shall have no right in respect of such Debentures except the right to receive the redemption price thereof and unpaid interest to (but not including) the Redemption Datedate fixed for redemption. On presentation and surrender of such Debentures at a place Place of payment Payment specified in said notice specifiednotice, such said Debentures or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (but not including) the Redemption Datedate fixed for redemption; providedprovided that, however, that if the applicable redemption date is an Interest Payment Date, the payment of interest becoming due on such or prior to the date fixed for redemption shall be payable to the holders Holders of such Debentures registered as such on the relevant Record Date instead record date subject to the terms and provisions of the holders surrendering such Debentures Section 2.9 hereof. If any Debenture called for redemption on such dateshall not be so paid upon surrender thereof for redemption, the principal shall, until paid or duly provided for, bear interest from the date fixed for redemption at the applicable Non-Convertible Coupon Rate or Convertible Coupon Rate. Upon presentation of any Debenture redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to or on the holder order of the Holder thereof, at the expense of the Company, a new Debenture or DebenturesDebentures of the same series, of authorized denominations, in principal amount equal to the unredeemed portion of the Debentures Debenture so presented. If any Debenture called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the Redemption Date at the rate borne by the Debenture and such Debenture shall remain convertible until the principal and premium, if any, and interest shall have been paid or duly provided for.

Payment of Debentures Called for Redemption. If notice of redemption has been given as above provided, the Debentures or portion portions of Debentures with respect to which such notice has been given shall, unless theretofore converted into Common Stock pursuant to the terms hereof, become due and payable on the Redemption Date date and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to (but not including) the Redemption Datedate fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Debentures at the redemption price, together with interest accrued to said date) interest on the Debentures or portion thereof portions of Debentures so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the Redemption Date, and such Debentures shall cease after the date fixed for redemption to be convertible into Common Stock and, except as provided in Sections 8.05 and 13.04, to be entitled to any benefit or Debenture security under this Indenture, and the holders thereof shall have no right in respect of such Debentures except the right to receive the redemption price thereof and unpaid interest to (but not including) the Redemption Datedate fixed for redemption. On presentation and surrender of such Debentures at a place of payment in said notice specified, such the said Debentures or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (but not including) the Redemption Datedate fixed for redemption; provided, howeverPROVIDED, that if the applicable redemption date is an Interest Payment Date, the any semi-annual payment of interest becoming due on such a date fixed for redemption which is a regular interest payment date shall be payable to the holders of such Debentures registered as such on the relevant Record Date instead record date subject to the terms and provisions of the holders surrendering such Debentures for redemption on such dateSection 2.03 hereof. Upon presentation of any Debenture redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery deliver to the holder thereof, at the expense of the Company, a new Debenture or Debentures, of authorized denominations, in principal amount equal to the unredeemed portion of the Debentures so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Debentures or mail any notice of optional redemption during the continuance of a default in payment of interest or premium on the Debentures or of any Event of Default. If any Debenture called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the Redemption Date date fixed for redemption at the rate borne by the Debenture and such Debenture shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.

Payment of Debentures Called for Redemption. If notice of redemption has been given as above provided, the Debentures or portion portions of Debentures with respect to which such notice has been given shall, unless theretofore converted into Common Stock pursuant to the terms hereof, become due and payable on the Redemption Date date and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to (but not including) the Redemption Datedate fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Debentures at the redemption price, together with interest accrued to said date) interest on the Debentures or portion thereof portions of Debentures so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the Redemption Date, such Debentures shall cease to be convertible and, except as provided in Sections 8.05 and 13.04, such Debentures shall cease from and after the date fixed for redemption to be convertible into Common Stock and to be entitled to any benefit or Debenture security under this Indenture, and the holders thereof shall have no right in respect of such Debentures except the right to receive the redemption price thereof and unpaid interest to (but not including) the Redemption Datedate fixed for redemption. On presentation and surrender of such Debentures at a place of payment in said notice specified, such the said Debentures or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (but not including) the Redemption Datedate fixed for redemption; provided, however, PROVIDED that if the applicable redemption date is an Interest Payment Date, the any semi-annual payment of interest becoming due on such the date fixed for redemption shall be payable to the holders of such Debentures registered as such on the relevant Record Date instead record date subject to the terms and provisions of the holders surrendering such Debentures for redemption on such dateSection 2.03 hereof. Upon presentation of any Debenture redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery deliver to the holder thereof, at the expense of the Company, a new Debenture or Debentures, of authorized denominations, in principal amount equal to the unredeemed portion of the Debentures so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Debentures or mail any notice of optional redemption during the continuance of a default in payment of interest or premium on the Debentures or of any Event of Default. If any Debenture called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the Redemption Date date fixed for redemption at the rate borne by the Debenture and such Debenture shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.

Payment of Debentures Called for Redemption. If notice of redemption a Redemption Notice has been given as above provided, the Debentures or portion of Debentures with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, become due and payable on the Redemption Date and at the place or places stated in such notice at the applicable redemption priceRedemption Price. Prior to 12:00 noon, together with interest accrued to (but not including) New York City time, on the Redemption DateDate specified in the Redemption Notice given as provided in this Section, and on and after said date (unless the Company shall default will deposit with the Trustee or with one or more paying agents (or, if the Company, in lieu of a paying agent, is itself performing the payment functions performable by a paying agent, set aside, segregate and hold in trust as provided in Section 6.04) an amount of such Debentures at the redemption price, together with interest accrued money in immediately available funds sufficient to said date) interest redeem on the Redemption Date all the Debentures (or portion thereof portions thereof) so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the Redemption Date, such Debentures shall cease to be convertible and, except as provided in Sections 8.05 and 13.04, to be entitled to any benefit or Debenture under this Indenture, and the holders thereof shall have no right in respect of such Debentures except the right to receive the redemption price thereof and unpaid interest to (but not includingother than those theretofore surrendered for conversion into Common Stock) the Redemption Date. On presentation and surrender of such Debentures at a place of payment in said notice specified, such Debentures or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon appropriate Redemption Price and will give irrevocable instructions and authority to (but not including) the pay such Redemption Date; provided, however, that if the applicable redemption date is an Interest Payment Date, the payment of interest becoming due on such date shall be payable Price to the holders of the Debentures. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Trustee or any paying agent pursuant to this Section in excess of amounts required hereunder to pay the Redemption Price. If a Redemption Notice is given and funds deposited as required, interest will cease to accrue on the Debentures as of the specified Redemption Date on the Debentures called for redemption, such Debentures registered as will no longer be deemed to be Outstanding and all rights of such on Debentureholders will cease, except the relevant Record Date instead right of such Debentureholders to receive the applicable Redemption Price, but without interest thereon. If payment of the holders surrendering applicable Redemption Price is improperly withheld or refused and not paid, Interest will continue to accrue on such Debentures for redemption on such date. Upon presentation of any Debenture redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Debenture or Debentures, of authorized denominations, in principal amount equal to the unredeemed portion of the Debentures so presented. If any Debenture called for redemption shall not be so paid upon surrender thereof for redemptionat the then applicable rate, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the Redemption Date at originally specified in the rate borne by Redemption Notice to, but excluding, the Debenture date the applicable Redemption Price is actually paid and such Debenture shall remain convertible into Common Stock until the principal and premium, if any, and interest Interest thereon shall have been paid or duly provided for, in which case the actual payment date will be the Redemption Date for purposes of calculating the applicable Redemption Price. If any Debenture called for redemption is converted pursuant hereto prior to such redemption, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Debenture shall be paid to the Company upon its written request, or, if then held by the Company, shall be discharged from such trust.

Payment of Debentures Called for Redemption. If notice of redemption has been given as above providedprovided in Section 3.02, the Debentures or portion of Debentures with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereofin accordance with Article 10, become due and payable on the Redemption Date and at the place or places stated in such notice of redemption at the applicable redemption priceRedemption Price, together with plus interest accrued to (and unpaid to, but not including) excluding, the Redemption Date (unless the Redemption Date is after a Regular Record Date and on or prior to the corresponding Interest Payment Date, and in which event the interest payable on and after said date (such Interest Payment Date will be paid on the Interest Payment Date to the holder of record on the Regular Record Date), and, unless the Company shall default in the payment of such Debentures at the redemption priceRedemption Price, together with interest plus interest, if any, accrued to said date) interest and unpaid to, but excluding, the Redemption Date, then, on the Debentures or portion thereof so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the Redemption Date, such Debentures shall will cease to be convertible andoutstanding, except as provided in Sections 8.05 interest will cease to accrue on such Debentures and 13.04, to be entitled to any benefit or Debenture under this Indenture, and all other rights of the holders thereof shall have no right in respect of such Debentures except will terminate, other than the right to receive the redemption price thereof Redemption Price, and previously accrued and unpaid interest to (but not including) the Redemption Datethereon. On presentation and surrender of such Debentures at a place of payment specified in said the notice specifiedor redemption, such Debentures or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption priceRedemption Price, together with interest accrued and unpaid thereon to (to, but not including) excluding, the Redemption Date; provided, however, provided that if the applicable redemption date Redemption Date is an after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the payment of interest becoming due payable shall be paid on such date shall be payable Interest Payment Date to the holders of record of such Debentures registered as such on the relevant applicable Regular Record Date instead of the holders surrendering such Debentures for redemption on such date. Upon presentation of any Debenture redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Debenture or Debentures, of authorized denominations, in principal amount equal to the unredeemed portion of the Debentures so presented. If any Debenture Debentures called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from redemption on the Redemption Date as provided in this Section 3.03, the Company shall pay interest (to the extent lawful) on the overdue Redemption Price at the annual rate borne by the Debenture Debentures plus 1%, and such Debenture Debentures shall remain convertible into Common Stock in accordance with Article 10 until the principal and premium, if any, Redemption Price and interest shall have been paid or duly provided for.

Payment of Debentures Called for Redemption. If notice of redemption has been given as above provided, the Debentures or portion of Debentures with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, become due and payable on the Redemption Date date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to (but not includingexcluding) the Redemption Datedate fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Debentures at the redemption price, together with interest accrued to said date) interest on the Debentures or portion thereof of Debentures so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the Redemption Datedate fixed for redemption, such Debentures shall cease to be convertible into Common Stock and, except as provided in Sections 8.05 and 13.04, to be entitled to any benefit or Debenture security under this Indenture, and the holders thereof shall have no right in respect of such Debentures except the right to receive the redemption price thereof and unpaid interest to (but not includingexcluding) the Redemption Datedate fixed for redemption. On presentation and surrender of such Debentures at a place of payment in said notice specified, such the said Debentures or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (but not includingexcluding) the Redemption Datedate fixed for redemption; provided, however, that if the applicable redemption date is an Interest Payment Date, the quarterly payment of interest becoming due on such date shall be payable to the holders of such Debentures registered as such on the relevant Record Date record date instead of the holders surrendering such Debentures for redemption on such date. Upon presentation of any Debenture redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Debenture or Debentures, of authorized denominations, in principal amount equal to the unredeemed portion of the Debentures so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Debentures or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Debentures. If any Debenture called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the Redemption Date date fixed for redemption at the rate borne by the Debenture and such Debenture shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.

Payment of Debentures Called for Redemption. If notice of redemption has been given as above providedprovided in Section 4.02, the Debentures or portion portions of Debentures with respect so to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, be redeemed shall become due and payable on the Redemption Date date and at the place or places stated in such notice at the applicable redemption price, together with interest accrued (if any) to (but not including) the Redemption Datedate fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Debentures at the redemption price, together with interest accrued (if any) to said date) interest on the such Debentures or portion thereof so called for redemption shall cease to accrue and, after the close such portions of business on the Business Day next preceding the Redemption Date, such Debentures shall cease to be convertible and, except as provided in Sections 8.05 and 13.04, to be entitled to any benefit or Debenture under this Indenture, and the holders thereof shall have no right in respect of such Debentures except the right to receive the redemption price thereof and unpaid interest to (but not including) the Redemption Dateaccrue. On Upon presentation and surrender of such Debentures at a the place of payment in said notice specified, such the said Debentures or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (but not includingif any) the Redemption Date; provided, however, that if the applicable redemption date is an Interest Payment Date, the payment of interest becoming due on such date shall be payable to the holders of such Debentures registered as such on the relevant Record Date instead of the holders surrendering such Debentures date fixed for redemption on such date. Upon presentation of any Debenture redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Debenture or Debentures, of authorized denominations, in principal amount equal to the unredeemed portion of the Debentures so presentedredemption. If any Debenture or portion thereof called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided forpaid, bear interest from the Redemption Date date fixed for redemption at the rate borne by such Debenture or such portion thereof, or at such other rate provided in the Certified Resolution relating to such Debenture or the supplemental indenture under which such Debenture is issued. Upon presentation and surrender of any Debenture redeemed in part only, the Company shall execute and the Trustee shall authenticate and deliver to the holder thereof, at the expense of the Company, a new Debenture or Debentures of the same series, of authorized denominations, in principal amount equal to the unredeemed portion of the Debenture so presented and such Debenture shall remain convertible until the principal and premium, if any, and interest shall have been paid or duly provided forsurrendered.

Payment of Debentures Called for Redemption. If notice of ------------------------------------------- redemption has been given as above provided, the Debentures or portion of Debentures with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, become due and payable on the Redemption Date date and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to (to, but not including) excluding, the Redemption Datedate fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Debentures at the redemption price, together with interest accrued to to, but excluding, said date) interest on the Debentures or portion thereof of Debentures so called for redemption shall cease to accrue and, and such Debentures shall cease after the close of business on the Business Day next preceding the Redemption Date, such Debentures shall cease date fixed for redemption to be convertible into Common Stock and, except as provided in Sections 8.05 8.5 and 13.0413.4, to be entitled to any benefit or Debenture security under this Indenture, and the holders thereof shall have no right in respect of such Debentures except the right to receive the redemption price thereof and unpaid interest to (to, but not including) excluding, the Redemption Datedate fixed for redemption. On presentation and surrender of such Debentures at a place of payment in said notice specified, such the said Debentures or the specified portions thereof to be redeemed shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (to, but not including) excluding, the Redemption Datedate fixed for redemption; providedprovided that, however, that if the applicable redemption date is an Interest Payment Dateinterest -------- payment date, the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Debentures registered as such on the relevant Record Date instead record date subject to the terms and provisions of the holders surrendering such Debentures for redemption on such dateSection 2.3 hereof. Upon presentation of any Debenture redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery deliver to the holder thereof, at the expense of the Company, a new Debenture or Debentures, of authorized denominations, in principal amount equal to the unredeemed portion of the Debentures so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Debentures or mail any notice of optional redemption during the continuance of a default in payment of interest or premium on the Debentures or of any Event of Default of which, in the case of any Event of Default other than under Section 7.1(a) or (b), a Responsible Officer of the Trustee has knowledge. If any Debenture called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the Redemption Date date fixed for redemption at the rate borne by the Debenture and such Debenture shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.

Payment of Debentures Called for Redemption. If notice of redemption has been given as above provided, the Debentures or portion portions of Debentures with respect to which such notice has been given shall, unless theretofore converted into Common Stock pursuant to the terms hereof, become due and payable on the Redemption Date date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to to, but excluding, the date fixed for redemption (or to, but not including) excluding, January 3, 2001 if the Redemption Datedate fixed for redemption is on or after December 29, 2000, but before January 3, 2001), and on and after said date (unless the Company shall default in the payment of such Debentures at the redemption price, together with interest accrued to said date) interest on the Debentures or portion thereof of Debentures so called for redemption shall cease to accrue and, and such Debentures shall cease after the close of business on the Business Day next immediately preceding the Redemption Date, such Debentures shall cease date fixed for redemption to be convertible into Common Stock and, except as provided in Sections 8.05 8.5 and 13.0413.4, to be entitled to any benefit or Debenture security under this Indenture, and the holders thereof shall have no right in respect of such Debentures except the right to receive the redemption price thereof and unpaid interest to, but excluding, the date fixed for redemption (or to (January 3, 2001 if the date fixed for redemption is on or after December 29, 2000, but not including) the Redemption Datebefore January 3, 2001). On presentation and surrender of such Debentures at a place of payment in said notice specified, such the said Debentures or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to to, but excluding, the date fixed for redemption (or to, but not including) excluding, January 3, 2001 if the Redemption Datedate fixed for redemption is on or after December 29, 2000, but before January 3, 2001); providedprovided that, however, that if the applicable date fixed for redemption date is an Interest Payment Dateinterest payment date, the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Debentures registered as such on the relevant Record Date record date instead of the holders surrendering such Debentures for redemption on such date. Upon presentation of any Debenture redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery deliver to the holder thereof, at the expense of the Company, a new Debenture or Debentures, of authorized denominations, in principal amount equal to the unredeemed portion of the Debentures Debenture so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Debentures or mail any notice of optional redemption during the continuance of a default in payment of interest or premium on the Debentures or of any Event of Default. If any Debenture called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the Redemption Date date fixed for redemption at the rate borne by the Debenture and such Debenture shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.

Payment of Debentures Called for Redemption. If notice of redemption has been given as above provided, the Debentures or portion of portions or Debentures with respect to which such notice has been given shall, unless theretofore converted into Common Stock pursuant to the terms hereof, become due and payable on the Redemption Date and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to (but not including) the Redemption Datedate fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Debentures at the redemption price, together with interest accrued to said date) interest on the Debentures or portion thereof portions of Debentures so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the Redemption Date, such Debentures shall cease to be convertible and, except as provided in Sections 8.05 and 13.04, such Debentures shall cease from and after the date fixed for redemption to be convertible into Common Stock and to be entitled to any benefit or Debenture security under this Indenture, and the holders thereof shall have no right in respect of such Debentures except the right to receive the redemption price thereof and unpaid interest to (but not including) the Redemption Datedate fixed for redemption. On presentation and surrender of such Debentures at a place of payment in said notice specified, such the said Debentures or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (but not including) the Redemption Datedate fixed for redemption; provided, however, provided that if the applicable redemption date is an Interest Payment Date, the any semi-annual payment of interest becoming due on such the date fixed for redemption shall be payable to the holders of such Debentures registered as such on the relevant Record Date instead record date subject to the terms and provisions of the holders surrendering such Debentures for redemption on such dateSection 2.03 hereof. Upon presentation of any Debenture Debentures redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery deliver to the holder thereof, at the expense of the Company, a new Debenture or Debentures, of authorized denominations, in principal amount equal to the unredeemed portion of the Debentures so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Debentures or mail any notice of optional redemption during the continuance of a default in payment of interest or premium on the Debentures or of any Event of Default of which the Trustee has received written notice. If any Debenture called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the Redemption Date date fixed for redemption at the rate borne by the Debenture and such Debenture shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.

Payment of Debentures Called for Redemption. If notice of redemption has been given as above provided, the Debentures or portion portions of Debentures with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, shall become due and payable on the Redemption Date date and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to (but not including) the Redemption Datedate fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Debentures or portions thereof at the such redemption price, together with interest accrued to said date) interest on the Debentures or portion thereof and portions of Debentures so called for redemption shall cease to accrue andaccrue, after the close of business on the Business Day next preceding the Redemption Date, and such Debentures and portions of Debentures shall cease be deemed not to be convertible and, except as provided in Sections 8.05 outstanding hereunder and 13.04, to shall not be entitled to any benefit or Debenture under this Indenture, and the holders thereof shall have no right in respect Indenture except to receive payment of such Debentures except the right to receive the redemption price thereof and unpaid price, together with accrued interest to (but not including) the Redemption Datedate fixed for redemption. On presentation and surrender of such Debentures at a the place of payment in said notice specified, such the said Debentures or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (but not including) the Redemption Date; provided, however, that if the applicable redemption date is an Interest Payment Date, the payment of interest becoming due on such date shall be payable to the holders of such Debentures registered as such on the relevant Record Date instead of the holders surrendering such Debentures fixed for redemption on such dateredemption. Upon presentation and surrender of any Debenture Debentures redeemed in part only, the Company shall execute and the Trustee or Authenticating Agent shall authenticate and make available for delivery the Debenture Registrar shall register and deliver to the holder thereof, at the expense of the Company, a new Debenture or Debentures, of authorized denominations, in aggregate principal amount equal to the unredeemed portion of the Debentures Debenture so presented. If any Debenture called for redemption shall not be so paid upon surrender thereof for redemption, the principal presented and premium, if any, shall, until paid or duly provided for, bear interest from the Redemption Date at the rate borne by the Debenture and such Debenture shall remain convertible until the principal and premium, if any, and interest shall have been paid or duly provided forsurrendered.

Payment of Debentures Called for Redemption. If notice of redemption has been given as above provided, the Debentures or portion of Debentures with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, become due and payable on the Redemption Date date and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to (to, but not including) excluding, the Redemption Datedate fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Debentures at the redemption price, together with interest accrued to said date) interest on the Debentures or portion thereof of Debentures so called for redemption shall cease to accrue and, and such Debentures shall cease after the close of business on the Business Day next preceding the Redemption Date, such Debentures shall cease date fixed for redemption to be convertible and, except as provided in Sections 8.05 into Common Stock and 13.04, to be entitled to any benefit or Debenture security under this Indenture, and the holders thereof shall have no right in respect of such Debentures except the right to receive the redemption price thereof and unpaid interest to (but not including) the Redemption Date. On presentation and surrender of such Debentures at a place of payment in said notice specified, such the said Debentures or the specified portions thereof to be redeemed shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (to, but not including) excluding, the Redemption Datedate fixed for redemption; providedprovided that, however, that if the applicable redemption date is an Interest Payment Dateinterest payment date, the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Debentures registered as such on the relevant Record Date instead record date subject to the terms and provisions of the holders surrendering such Debentures for redemption on such dateSection 2.3 hereof. Upon presentation of any Debenture redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery deliver to the holder thereof, at the expense of the Company, a new Debenture or Debentures, of authorized denominations, in principal amount equal to the unredeemed portion of the Debentures so presented. If any Debenture called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the Redemption Date at the rate borne by the Debenture and such Debenture shall remain convertible until the principal and premium, if any, and interest shall have been paid or duly provided for.

Payment of Debentures Called for Redemption. If notice of redemption has been given as above provided, the Debentures or portion of Debentures with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, become due and payable on the Redemption Date and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to (to, but not including) excluding, the Redemption Date, and on and after said date (unless the Company shall default in the payment of such Debentures at the redemption price, together with interest accrued to said date) interest on the Debentures or portion thereof so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the Redemption Date, such Debentures shall cease to be convertible (unless the Company shall default in the payment of the redemption price for such Debentures, together with interest accrued to said date) and, except as provided in Sections 8.05 and 13.04, to be entitled to any benefit or Debenture under this Indenture, and the holders thereof shall have no right in respect of such Debentures except the right to receive the redemption price thereof and unpaid interest to (to, but not including) excluding, the Redemption Date. On presentation and surrender of such Debentures at a place of payment in said notice specified, such Debentures or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (to, but not including) excluding, the Redemption Date; provided, however, that if the applicable redemption date is an Interest Payment Date, the payment of interest becoming due on such date shall be payable to the holders of such Debentures registered as such on the relevant Record Date instead of the holders surrendering such Debentures for redemption on such date. Upon presentation of any Debenture redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Debenture or Debentures, of authorized denominations, in principal amount equal to the unredeemed portion of the Debentures so presented. If any Debenture called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the Redemption Date at the rate borne by the Debenture and such Debenture shall remain convertible until the such principal and premium, if any, and interest shall have been paid or duly provided for.

Payment of Debentures Called for Redemption. If notice of redemption has been given as above provided, the Debentures or portion portions of Debentures with respect to which such notice has been given shall, unless theretofore converted into Common Stock pursuant to the terms hereof, become due and payable on the Redemption Date date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to to, but excluding, the date fixed for redemption (or to, but not including) excluding, January 6, 2002 if the Redemption Datedate fixed for redemption is on or after December 31, 2001, but before January 6, 2002), and on and after said date (unless the Company shall default in the payment of such Debentures at the redemption price, together with interest accrued to said date) interest on the Debentures or portion thereof of Debentures so called for redemption shall cease to accrue and, and such Debentures shall cease after the close of business on the Business Day next immediately preceding the Redemption Date, such Debentures shall cease date fixed for redemption to be convertible into Common Stock and, except as provided in Sections 8.05 8.5 and 13.0413.4, to be entitled to any benefit or Debenture security under this Indenture, and the holders thereof shall have no right in respect of such Debentures except the right to receive the redemption price thereof and unpaid interest to, but excluding, the date fixed for redemption (or to (January 6, 2002 if the date fixed for redemption is on or after December 31, 2001, but not including) the Redemption Datebefore January 6, 2002). On presentation and surrender of such Debentures at a place of payment in said notice specified, such the said Debentures or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to to, but excluding, the date fixed for redemption (or to, but not including) excluding, January 6, 2002 if the Redemption Datedate fixed for redemption is on or after December 31, 2001, but before January 6, 2002); providedprovided that, however, that if the applicable date fixed for redemption date is an Interest Payment Dateinterest payment date, the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Debentures registered as such on the relevant Record Date record date instead of the holders surrendering such Debentures for redemption on such date. Upon presentation of any Debenture redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery deliver to the holder thereof, at the expense of the Company, a new Debenture or Debentures, of authorized denominations, in principal amount equal to the unredeemed portion of the Debentures Debenture so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Debentures or mail any notice of optional redemption during the continuance of a default in payment of interest or premium on the Debentures or of any Event of Default. If any Debenture called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the Redemption Date date fixed for redemption at the rate borne by the Debenture and such Debenture shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.

Payment of Debentures Called for Redemption. If notice of redemption has been given as above provided, the Debentures or portion of Debentures with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, become due and payable on the Redemption Date date and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to (to, but not including) excluding, the Redemption Datedate fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Debentures at the redemption price, together with interest accrued to to, but excluding, said date) interest on the Debentures or portion thereof of Debentures so called for redemption shall cease to accrue and, and such Debentures shall cease after the close of business on the Business Day next preceding the Redemption Date, such Debentures shall cease date fixed for redemption to be convertible into Common Stock and, except as provided in Sections 8.05 8.5 and 13.0413.4, to be entitled to any benefit or Debenture security under this Indenture, and the holders thereof shall have no right in respect of such Debentures except the right to receive the redemption price thereof and unpaid interest to (to, but not including) excluding, the Redemption Datedate fixed for redemption. On presentation and surrender of such Debentures at a place of payment in said notice specified, such the said Debentures or the specified portions thereof to be redeemed shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (to, but not including) excluding, the Redemption Datedate fixed for redemption; providedPROVIDED that, however, that if the applicable redemption date is an Interest Payment Dateinterest payment date, the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Debentures registered as such on the relevant Record Date instead of the holders surrendering such Debentures for redemption on such date. Upon presentation of any Debenture redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Debenture or Debentures, of authorized denominations, in principal amount equal to the unredeemed portion of the Debentures so presented. If any Debenture called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the Redemption Date at the rate borne by the Debenture and such Debenture shall remain convertible until the principal and premium, if any, and interest shall have been paid or duly provided for.of

Payment of Debentures Called for Redemption. If notice of redemption has been given as above providedprovided in Section 10.3, the Debentures or portion portions of Debentures with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, shall become due and payable on the Redemption Date or Special Redemption Date, as applicable, and at the place or places stated in such notice at the applicable redemption priceRedemption Price or Special Redemption Price, together with interest accrued to (but not including) the Redemption Date or Special Redemption Date, as applicable, and on and after said date (unless the Company shall default in the payment of such Debentures at the redemption priceRedemption Price or Special Redemption Price, as applicable, together with interest accrued to said date) interest on the Debentures or portion thereof portions of Debentures so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the Redemption Date, such Debentures shall cease to be convertible and, except as provided in Sections 8.05 and 13.04, to be entitled to any benefit or Debenture under this Indenture, and the holders thereof shall have no right in respect of such Debentures except the right to receive the redemption price thereof and unpaid interest to (but not including) the Redemption Dateaccrue. On presentation and surrender of such Debentures at a place of payment specified in said notice specifiednotice, such Debentures or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption priceRedemption Price or Special Redemption Price, together with interest accrued thereon to (but not including) the Redemption Date; provided, however, that if the applicable redemption date is an Interest Payment Date or Special Redemption Date, the payment of interest becoming due on such date shall be payable to the holders of such Debentures registered as such on the relevant Record Date instead of the holders surrendering such Debentures for redemption on such dateapplicable. Center Bancorp, Inc./Indenture/Floating Rate Upon presentation of any Debenture redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Debenture or Debentures, Debentures of authorized denominations, in principal amount equal to the unredeemed portion of the Debentures Debenture so presented. If any Debenture called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the Redemption Date at the rate borne by the Debenture and such Debenture shall remain convertible until the principal and premium, if any, and interest shall have been paid or duly provided for.

Payment of Debentures Called for Redemption. If notice ------------------------------------------- of redemption has been given as above providedin the manner provided above, the Debentures or portion of Debentures with respect to which specified in such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, be redeemed shall become due and payable on the Redemption Date and at the place or places Redemption Price stated in such notice at the applicable redemption pricetherein, together with accrued interest accrued to (but not including) the such Redemption Date, and on and after said such date (unless the Company shall default in the payment of such Debentures at the redemption price, together with Redemption Price and accrued interest accrued to said date) interest on the Debentures or portion thereof so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the Redemption Date, in which case the principal, until paid, shall bear interest from the Redemption Date at the rate prescribed in the Debentures), such Debentures shall cease to be convertible and, except as provided in Sections 8.05 and 13.04, to be entitled to any benefit or Debenture under this Indenture, and the holders thereof shall have no right in respect of such Debentures except the right to receive the redemption price thereof and unpaid interest to (but not including) the Redemption Dateaccrue interest. On presentation and Upon surrender of such Debentures at any Debenture for redemption in accordance with a place notice of payment in said notice specifiedredemption, such Debentures or the specified portions thereof Debenture shall be paid and redeemed by the Company at the applicable redemption priceRedemption Price, together with interest accrued thereon interest, if any, to (but not including) the Redemption Date; provided, however, provided that if the applicable redemption date is an Interest Payment Date, the payment installments of interest becoming due whose Stated Maturity is on such date or prior to the Redemption Date shall be payable to the holders of such Debentures Holders registered as such at the close of business on the relevant Regular Record Date instead of the holders surrendering such Debentures for redemption on such date. Upon presentation of any Debenture redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Debenture or Debentures, of authorized denominations, in principal amount equal to the unredeemed portion of the Debentures so presented. If any Debenture called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the Redemption Date at the rate borne by the Debenture and such Debenture shall remain convertible until the principal and premium, if any, and interest shall have been paid or duly provided forDate.