Common use of PROVISIONAL AND OPTIONAL REDEMPTION Clause in Contracts

PROVISIONAL AND OPTIONAL REDEMPTION. The Securities will be redeemable prior to maturity at the option of the Company, in whole or in part, at any time on or after May 3, 2005, in cash, at the following redemption prices (expressed as percentages of the principal amount thereof), if redeemed during the periods commencing on the dates set forth below, in each case together with accrued and unpaid interest, if any, to the redemption date: May 3, 2005 to April 30, 2006 103.143 % May 1, 2006 to April 30, 2007 102.357 % May 1, 2007 to April 30, 2008 101.571 % May 1, 2008 through May 1, 2009 inclusive 100.786 % The Securities may be redeemed at the election of the Company, as a whole or in parts from time to time, at any time prior to May 3, 2005 (a “Provisional Redemption”), at a redemption price equal to $1,000 per $1,000 principal amount of the Securities redeemed (such amount, together with the Make-Whole Payment (as defined below) the “Provisional Redemption Price”), on the date of redemption (the “Provisional Redemption Date”) specified in the notice of Provisional Redemption if (1) the closing price of the Common Stock on the NNM (or other United States national securities exchange where the Company’s Common Stock is traded) has exceeded 150% of the then current conversion price for at least 20 trading days within a period of any 30 consecutive trading days ending on the trading day prior to the date of mailing of the notice of Provisional Redemption (the “Notice Date”), and (2) a shelf registration statement covering resales of the Securities and the Common Stock issuable upon conversion thereof is effective and available for use and is expected to remain effective and available for use for the 30 days following the Provisional Redemption Date, unless registration is no longer required. Upon any such Provisional Redemption, the Company shall make an additional payment (the “Make-Whole Payment”) with respect to the Securities called for redemption to holders on the Provisional Redemption Date in an amount equal to the total value of the aggregate amount of interest that would have been payable on the Securities from the last day through which interest was paid on the Securities (or May 1, 2002 if no interest has been paid) through May 1, 2005 (or May 2, 2005 if the Provisional Redemption is May 2, 2005). The Company may make the Make-Whole Payment, at its option, either in cash or Common Stock or a combination thereof. Payments made in Common Stock will be valued at 95% of the average closing sales prices of the Common Stock on the NNM (or other United States national securities exchange where the Common Stock is traded) for the five trading days ending on the day prior to the Provisional Redemption Date. The Company shall make the Make-Whole Payment on all Securities called for Provisional Redemption, including those Securities converted into Common Stock between the Notice Date and the Provisional Redemption Date.

PROVISIONAL AND OPTIONAL REDEMPTION. Notice to Trustee ------------------------------------------------------ (a) The Securities will be redeemable prior to maturity at the option Company may redeem any portion of the Company, in whole or in part, at any time on or after May 3, 2005, in cash, at the following redemption prices (expressed as percentages of the principal amount thereof), if redeemed during the periods commencing on the dates set forth below, in each case together with accrued and unpaid interest, if any, to the redemption date: May 3, 2005 to April 30, 2006 103.143 % May 1, 2006 to April 30, 2007 102.357 % May 1, 2007 to April 30, 2008 101.571 % May 1, 2008 through May 1, 2009 inclusive 100.786 % The Securities may be redeemed at the election of the Company, as a whole or in parts from time to time, at any time prior to May 3June 15, 2005 2004 (a “"Provisional Redemption”"), upon giving notice as set forth in Section 3.3, at a redemption price equal to $1,000 per $1,000 principal amount of the Securities redeemed plus accrued and unpaid interest, if any (such amount, together with the Make-Whole Payment (as defined below) the “"Provisional Redemption Price”"), on to but excluding the date of redemption (the “"Provisional Redemption Date”") specified in the notice of Provisional Redemption if (1) the closing price Closing Price of the Common Stock on the NNM (or other United States national securities exchange where the Company’s Common Stock is traded) has has[A exceeded 150% of the then current conversion price Conversion Price for at least 20 trading days Trading Days within a period of any 30 consecutive trading days Trading Days ending on the trading day prior to Trading Day immediately preceding the date of mailing of the notice of Provisional Redemption (the “"Notice Date”"), and (2) a shelf registration statement covering resales of the Securities and the Common Stock issuable upon conversion thereof is effective and available for use and is expected to remain effective and available for use for the 30 days following the Provisional Redemption Date, Date unless registration is no longer required. Upon any such Provisional Redemption. (b) Except as set forth in clause (a) of this Section 3.1, the Company shall make an additional payment (not have the “Make-Whole Payment”) with respect option to redeem the Securities called for redemption pursuant to holders on this Section 3.1 prior to June 15, 2004. Thereafter, the Provisional Redemption Date in an amount equal Company shall have the option to the total value redeem any portion of the aggregate amount of interest that would have been payable on the Securities from the last day through which interest was paid on the Securities (or May 1an "Optional Redemption") upon giving notice as set forth in Section 3.3 at the Redemption Prices (the "Optional Redemption Price") specified in paragraph 5 of the form of Security attached hereto as Exhibit A, 2002 if no together with accrued interest has been paid) through May 1, 2005 up to but not --------- including the date of redemption (or May 2, 2005 the "Optional Redemption Date"); provided that -------- if the Provisional Optional Redemption is May 2Date falls after an interest payment record date and on or before an interest payment date, 2005)then the interest payment will be payable to the Holders in whose name the Securities are registered at the close of business on the relevant record date for payment of such interest. The If the Company may make elects to redeem Securities pursuant to clause (a) or clause (b) of this Section 3.1 and paragraph 5 of the Make-Whole PaymentSecurities, it shall notify the Trustee, at its option, either in cash or Common Stock or a combination thereof. Payments made in Common Stock will be valued at 95% the earlier of the average closing sales prices time the Company notifies the Holders of the Common Stock on the NNM (such redemption or other United States national securities exchange where the Common Stock is traded) for the five trading 45 days ending on the day prior to the Provisional Redemption DateDate as fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), of the Redemption Date and the principal amount of Securities to be redeemed. If fewer than all of the Securities are to be redeemed, the record date relating to such redemption shall be selected by the Company and given to the Trustee, which record date shall not be less than ten days after the date of notice to the Trustee. The Company Trustee shall make have no duty or obligation to determine whether the Make-Whole Payment on all Securities called are eligible for Provisional Redemption, including those Securities converted into Common Stock between and may conclusively rely on any such determination by the Notice Date Company. Any redemption pursuant to clause (a) or clause (b) of this Section 3.1 shall be made pursuant to the applicable provisions of Sections 3.2 through 3.7 and the Provisional Redemption DateSection 3.12 hereof.

PROVISIONAL AND OPTIONAL REDEMPTION. (a) The Securities will be redeemable prior to maturity at the option Company may redeem any portion of the Company, in whole or in part, at any time on or after May 3, 2005, in cash, at the following redemption prices (expressed as percentages of the principal amount thereof), if redeemed during the periods commencing on the dates set forth below, in each case together with accrued and unpaid interest, if any, to the redemption date: May 3, 2005 to April 30, 2006 103.143 % May 1, 2006 to April 30, 2007 102.357 % May 1, 2007 to April 30, 2008 101.571 % May 1, 2008 through May 1, 2009 inclusive 100.786 % The Securities may be redeemed at the election of the Company, as a whole or in parts from time to time, at any time prior to May 3June 6, 2005 2004 (a “Provisional Redemption”"PROVISIONAL REDEMPTION"), upon giving notice as set forth in Section 6, at a redemption price equal to $1,000 per $1,000 principal amount of the Securities redeemed plus accrued and unpaid interest, if any (such amount, together with the "Make-Whole Payment (as defined Payment" described below) , the “Provisional Redemption Price”"PROVISIONAL REDEMPTION PRICE"), on to but excluding the date of redemption (the “Provisional Redemption Date”"PROVISIONAL REDEMPTION DATE") specified in the notice of Provisional Redemption if (1) the closing price Closing Price of the Common Stock on the NNM (or other United States national securities exchange where the Company’s Common Stock is traded) has exceeded 150% of the then current conversion price Conversion Price for at least 20 trading days Trading Days within a period of any 30 consecutive trading days Trading Days ending on the trading day Trading Day prior to the date of mailing of the notice of Provisional Redemption (the “Notice Date”"NOTICE DATE"), and (2) a shelf registration statement covering resales of the Securities and the Common Stock issuable upon conversion thereof is effective and available for use and is expected to remain effective and available for use for the 30 days following the Provisional Redemption Date, Date unless registration is no longer required. Upon any such Provisional Redemption, the Company shall make an additional payment payment, at its option, in cash or Common Stock or a combination of cash and Common Stock (the “Make"MAKE-Whole Payment”WHOLE PAYMENT") with respect to the Securities called for redemption to holders Holders on the Provisional Redemption Notice Date in an amount equal to the total value $142.50 per $1,000 principal amount of the aggregate Securities, less the amount of any interest that would have been payable on the Securities from the last day through which interest was actually paid on the Securities (or May 1including, 2002 if no interest has been paid) through May 1, 2005 (or May 2, 2005 if the Provisional Redemption is May 2Date occurs after a record date but before an interest payment date, 2005). The Company may make any interest paid or to be paid in connection with such interest payment date) on such Securities prior to the Make-Whole Payment, at its option, either in cash or Common Stock or a combination thereofProvisional Redemption Date. Payments made in Common Stock will be valued at 9597% of the average closing sales prices Closing Prices of the Common Stock on the NNM (or other United States national securities exchange where the Common Stock is traded) for the five trading days (5) Trading Days ending on the day prior to the Provisional Redemption Date. The Company shall make the Make-Whole Payment on all Securities called for Provisional Redemption, including those Securities converted into Common Stock between the Notice Date and the Provisional Redemption Date. (b) Except as set forth in clause (a) of this Section 5, the Company shall not have the option to redeem the Securities pursuant to this Section 5 prior to June 6, 2004. Thereafter, the Company shall have the option to redeem any portion of the Securities (an "OPTIONAL REDEMPTION") upon giving notice as set forth in Section 6. The Optional Redemption Prices (expressed as percentages of the principal amount) are as follows for Securities redeemed during the periods set forth below: Period Redemption Price ------ ---------------- Beginning on June 6, 2004 and ending on May 31, 2005........................ 102.38% Beginning on June 1, 2005 and ending on May 31, 2006........................ 101.58% Beginning on June 1, 2006 and ending on May 31, 2007........................ 100.79% Beginning on June 1, 2007 and thereafter.................................... 100.00% in each case together with accrued interest up to but not including the date of redemption (the "OPTIONAL REDEMPTION DATE"); provided that if the Optional Redemption Date falls after an interest payment record date and on or before an interest payment date, then the interest payment will be payable to the Holders in whose names the Securities are registered at the close of business on the relevant record date for payment of such interest.

PROVISIONAL AND OPTIONAL REDEMPTION. (a) The Securities will be redeemable prior to maturity at the option of the Company, in whole or in part, at any time on or after May 3, 2005, in cash, at the following redemption prices (expressed as percentages of the principal amount thereof), if redeemed during the periods commencing on the dates set forth below, in each case together with accrued and unpaid interest, if any, to the redemption date: May 3, 2005 to April 30, 2006 103.143 % May 1, 2006 to April 30, 2007 102.357 % May 1, 2007 to April 30, 2008 101.571 % May 1, 2008 through May 1, 2009 inclusive 100.786 % The Securities Notes may be redeemed at the election of the Company, as a whole or in parts part from time to time, at any time prior to May November 3, 2005 2004 (a “Provisional Redemption”"PROVISIONAL REDEMPTION "), upon at least 20 and not more than 60 days' notice by mail to the Holders of the Notes at a redemption price equal to $1,000 per $1,000 principal amount of the Securities Notes redeemed plus accrued and unpaid interest, if any (such amount, together with the Make-Whole Payment (as defined described below) , the “Provisional Redemption Price”"PROVISIONAL REDEMPTION PRICE"), on to but excluding the date of redemption (the “Provisional Redemption Date”" PROVISIONAL REDEMPTION DATE") specified in the notice of Provisional Redemption if (1) the closing price Closing Sale Price of the Common Stock on the NNM (or other United States national securities exchange where the Company’s Common Stock is traded) has exceeded 150% of the then current conversion price Conversion Price for at least 20 trading days within a period of any 30 consecutive trading days ending on the trading day prior to the date of mailing of the notice of Provisional Redemption (the “Notice Date”"NOTICE DATE"), and (2) a shelf registration statement covering resales of the Securities Notes and the Common Stock issuable upon conversion thereof is effective and available for use and is expected to remain effective and available for use for the 30 days following the Provisional Redemption Date, Date unless registration is no longer required. Upon any such Provisional Redemption, the Company Company, shall make an additional payment (the “Make-Whole Payment”) with respect to the Securities called for redemption to holders on the Provisional Redemption Date in an amount equal to the total value of the aggregate amount of interest that would have been payable on the Securities from the last day through which interest was paid on the Securities (or May 1, 2002 if no interest has been paid) through May 1, 2005 (or May 2, 2005 if the Provisional Redemption is May 2, 2005). The Company may make the Make-Whole Paymentpayment, at its option, either in cash or Common Stock or a combination thereofof cash and Common Stock (the "MAKE-WHOLE PAYMENT") with respect to the Notes called for redemption to holders on the Notice Date in an amount equal to $165 per $1,000 principal amount of the Notes, less the amount of any interest actually paid (including, if the Provisional Redemption Date occurs after a record date but before an interest payment date, any interest paid or to be paid in connection with such interest payment date) on such Notes on or prior to the Provisional Redemption Date. Payments made in Common Stock will be valued at 9597% of the average closing sales prices of the Common Stock on the NNM (or other United States national securities exchange where the Common Stock is traded) for the five trading days ending on the day prior to the Provisional Redemption Date. The Company shall make the Make-Whole Payment on all Securities Notes called for Provisional Redemption, including those Securities Notes converted into Common Stock between the Notice Date and the Provisional Redemption Date. (b) Except as set forth in clause (a) of this Section 3.07, the Company shall not have the option to redeem the Notes pursuant to this Section 3.07 prior to November 3, 2004. Thereafter, the Company shall have the option to redeem the Notes, in whole or in part, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereon, if any, to the applicable redemption date, if redeemed during the periods set forth below: