Common use of Provisional Redemption Clause in Contracts

Provisional Redemption. Prior to [____], 2005, if the Closing Price of the Common Stock shall have exceeded 150% of the Conversion Price then in effect for at least 20 Trading Days in any consecutive 30-day Trading Day period ending on the Trading Day prior to the date mailing of the notice of Provisional Redemption pursuant to Section 3.03 of the Indenture (the "Notice Date"), the Company may redeem the Notes ("Provisional Redemption"), in whole or from time to time in part, upon not more than 30 nor more than 60 days' notice prior to the Redemption Date, at a Redemption Price equal to the principal amount of the Notes to be redeemed plus accrued and unpaid interest, if any, to the Redemption Date. Upon any such Provisional Redemption, the Company shall make an additional payment (the "Make-Whole Payment") in cash or, at the election of the Company upon satisfaction of the conditions in Section 3.12 of the Indenture, in Common Stock or a combination of cash and Common Stock, as specified in the notice of redemption, with respect to the Notes called for redemption to holders on the Notice Date in an amount equal to $[__] per $1,000 aggregate principal amount of Notes, less the amount of any interest actually paid or accrued and unpaid since the Issue Date on each $1,000 aggregate principal amount of Notes so redeemed (including any Predecessor Notes) prior to the Redemption Date. The Company shall make the Make-Whole Payment on all Notes called for Provisional Redemption, including any Notes converted into Common Stock pursuant to the terms of this Indenture after the Notice Date and prior to the Redemption Date. For purposes of this paragraph, the payments made in Common Stock will be determined by the Company and each share of Common Stock to be delivered shall be valued at an amount equal to 95% of the average of the Closing Price Per Share of the Common Stock for the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the Redemption Date.

Provisional Redemption. Prior At any time between July 15, 2003 and July 15, 2004, the Company may, at its option, redeem the Notes in whole or in part on any date from time to [____]time, 2005upon not less than 20 nor more than 60 days' notice, at a Redemption Price, payable in cash, equal to $1,000 per $1,000 principal amount of the Notes plus accrued and unpaid interest and Liquidated Damages, if any, to but excluding the Provisional Redemption Date, subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to such Provisional Redemption Date, if (i) the Closing Price of the Common Stock shall have has exceeded 150% of the Conversion Price (as such may be adjusted from time to time) then in effect for a period of at least 20 Trading Days in any consecutive 30-day Trading Day period ending on the Trading Day prior to the date mailing Notice Date and (ii) a shelf registration statement covering resales of the notice of Notes and the Common Stock issuable upon the conversion thereof is effective and available for use and is expected to remain effective for the 30 days following the Provisional Redemption pursuant to Section 3.03 of the Indenture (the "Notice Date"), the Company may redeem the Notes ("Provisional Redemption"), in whole or from time to time in part, upon not more than 30 nor more than 60 days' notice prior to the Redemption Date, at a Redemption Price equal to the principal amount of the Notes to be redeemed plus accrued and unpaid interest, if any, to the Redemption Dateunless registration is no longer required. Upon any such Provisional Redemption, the Company shall make an additional payment (the "Make-Make Whole Payment") , payable in cash or, at the election of the Company upon satisfaction of the conditions in Section 3.12 of the Indenture, in Common Stock or a combination of cash and Common Stock, as specified in the notice of redemptioncash, with respect to the Notes called for redemption to holders on the Notice Date redeemed in an amount equal to $[__] per $1,000 the present value of the aggregate principal amount value of Notesthe interest payments and Liquidated Damages, less if any, that would thereafter have been payable on the amount of any interest actually paid Notes from the Provisional Redemption Date through July 15, 2004 (the "Make Whole Period"). The present value shall be calculated using the bond equivalent yield on U.S. Treasury notes or accrued and unpaid since the Issue Date on each $1,000 aggregate principal amount of Notes so redeemed (including any Predecessor Notes) prior bills having a term nearest in length to the Redemption DateMake Whole Period. The Company shall make the Make-Make Whole Payment on all Notes called for Provisional Redemption, including any those Notes converted into Common Stock pursuant to the terms of this Indenture after from the Notice Date and prior to through the Provisional Redemption Date. For purposes of this paragraphThe Make Whole Payment for Notes converted shall not be reduced by accrued and unpaid interest and Liquidated Damages, if any. As provided in the payments made Indenture, in the event Notes are converted into Common Stock will be determined by after any Regular Record Date, but on or before the Company and each share of Common Stock to be delivered next Interest Payment Date, interest otherwise due on the Interest Payment Date shall be valued at an amount equal to 95% of payable on the average of Interest Payment Date notwithstanding the Closing Price Per Share of the Common Stock for the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the Redemption Dateconversion.

Provisional Redemption. Prior Any time prior to [____]October 17, 20052003, the Company may, at its option, redeem the Securities in whole or in part on any date from time to time, upon notice as set forth in Section 10.5, 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 described below, the "Provisional Redemption Price"), on the date of redemption (the "Provisional Redemption Date") if (i) the Closing Price of the Common Stock shall have has exceeded 150% of the Conversion Price (as defined in Article 12 and as such may be adjusted from time to time) then in effect for at least 20 Trading Days in any consecutive 30-day Trading Day period ending on the Trading Day prior to the date of mailing of the provisional notice of Provisional Redemption redemption pursuant to Section 3.03 of the Indenture 10.5 (the "Notice Date"), and (ii) a registration statement covering resales of the Company may redeem Securities and the Notes Common Stock issuable upon conversion thereof is effective and available for use and is expected to remain effective for the 30 days following the Provisional Redemption Date (such redemption, a "Provisional Redemption"), in whole or from time to time in part, upon not more than 30 nor more than 60 days' notice prior to the Redemption Date, at a Redemption Price equal to the principal amount of the Notes to be redeemed plus accrued and unpaid interest, if any, to the Redemption Date. Upon any such Provisional Redemption, the Company shall make an additional payment (the "Make-Whole Payment") in cash or, at the election of the Company upon satisfaction of the conditions in Section 3.12 of the Indenture, in Common Stock or a combination of cash and Common Stock, as specified in the notice of redemption, with respect to the Notes Securities called for redemption to holders Holders on the Notice Date in an amount equal to $[__] 105.00 per $1,000 aggregate principal amount of Notesthe Securities, less the amount of any interest actually paid or accrued and unpaid since the Issue Date on each $1,000 aggregate principal amount of Notes so redeemed (including any Predecessor Notes) such Securities prior to the Provisional Redemption Date. The Company shall make the Make-Whole Payment on all Notes Securities called for Provisional Redemption, including any Notes those Securities converted into Common Stock pursuant to the terms of this Indenture after between the Notice Date and prior to the Provisional Redemption Date. For purposes of this paragraphThe Company may elect to pay the Make-Whole Payment or any portion thereof (i) in cash or, (ii) subject to the payments made in Common Stock will be determined fulfillment by the Company and each share of the conditions set forth in the following paragraph, by delivering the number of shares of Common Stock to be delivered shall be valued at an amount equal to 95(x) the Make-Whole Payment (or any portion thereof that the Company elects to pay in shares of Common Stock) divided by (y) 97% of the average of the Closing Price Per Share Prices per share of the Common Stock for the five consecutive Trading Days immediately preceding and including the third first Trading Day prior to the Provisional Redemption Date.. The following shall constitute the conditions to any election by the Company pursuant to this Section 10.1 to pay the Make-Whole Payment (or any portion thereof) in shares of Common Stock:

Provisional Redemption. Prior Any time prior to [____]September 19, 20052003, the Company may, at its option, redeem the Securities in whole or in part on any date from time to time, upon notice as set forth in Section 10.5, 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 described below, the "Provisional Redemption Price"), to but excluding the date of redemption (the "Provisional Redemption Date") if (i) the Closing Price of the Common Stock shall have has exceeded 150% of the Conversion Price (as defined in Article 12 and as such may be adjusted from time to time) then in effect for at least 20 Trading Days in any consecutive 30-day Trading Day period ending on the Trading Day prior to the date of mailing of the provisional notice of Provisional Redemption redemption pursuant to Section 3.03 of the Indenture 10.5 (the "Notice Date")) and (ii) a 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 for the 30 days following the Provisional Redemption Date (such redemption, the Company may redeem the Notes (a "Provisional Redemption"), in whole or from time to time in part, upon not more than 30 nor more than 60 days' notice prior to the Redemption Date, at a Redemption Price equal to the principal amount of the Notes to be redeemed plus accrued and unpaid interest, if any, to the Redemption Date. Upon any such Provisional Redemption, the Company shall make an additional payment (the "Make-Whole Payment") in cash or, at the election of the Company upon satisfaction of the conditions in Section 3.12 of the Indenture, in Common Stock or a combination of cash and Common Stock, as specified in the notice of redemption, with respect to the Notes Securities called for redemption to holders Holders on the Notice Date in an amount equal to $[__] 138.39 per $1,000 aggregate principal amount of Notesthe Securities, less the amount of any interest actually paid or accrued and unpaid since the Issue Date on each $1,000 aggregate principal amount of Notes so redeemed (including any Predecessor Notes) such Securities prior to the Provisional Redemption Date. The Company shall make the Make-Whole Payment on all Notes Securities called for Provisional Redemption, including any Notes those Securities converted into Common Stock pursuant to the terms of this Indenture after between the Notice Date and prior to the Provisional Redemption Date. For purposes of this paragraphThe Company may elect to pay the Make-Whole Payment or any portion thereof (i) in cash or, (ii) subject to the payments made in Common Stock will be determined fulfillment by the Company and each share of the conditions set forth in the following paragraph, by delivering the number of shares of Common Stock to be delivered shall be valued at an amount equal to 95(x) the Make-Whole Payment (or any portion thereof that the Company elects to pay in shares of Common Stock) divided by (y) 97% of the average of the Closing Price Per Share Prices per share of the Common Stock for the five consecutive Trading Days immediately preceding and including the third first Trading Day prior to the Provisional Redemption Date.. The following shall constitute the conditions to any election by the Company pursuant to this Section 10.1 to pay the Make-Whole Payment (or any portion thereof) in shares of Common Stock:

Provisional Redemption. Prior The Securities may not be redeemed under any circumstances prior to [____]February 15, 20052001 (except as set forth in paragraph 9(b) below). On or after such date, the Company may, at its option and to the extent permitted by applicable law, redeem the Securities, in whole or in part, at any time or from time to time (in any integral multiple of $1,000) at a redemption price equal to 104.286% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to, but excluding, the date of redemption (the "Provisional Redemption Date") (subject to the rights of holders of record on the relevant record date to receive interest and Liquidated Damages, if any, due on the corresponding interest payment date), if the Closing Daily Market Price of the Common Stock shall have exceeded equals or exceeds 150% of the Conversion Price then in effect for at least 20 Trading Days in any out of 30 consecutive 30-day Trading Day period ending days on which the Trading Day New York Stock Exchange is open for the transaction of business prior to the date mailing of the notice of Provisional Redemption is delivered pursuant to Section 3.03 of 3.03. On or after the Indenture (the "Notice Date")redemption date, the Company may redeem the Notes ("Provisional Redemption"), in whole or from time to time in part, upon not more than 30 nor more than 60 days' notice prior to the Redemption Date, at a Redemption Price equal to the principal amount of the Notes to be redeemed plus accrued interest and unpaid interestLiquidated Damages, if any, will cease to accrue on the Redemption DateSecurities, or portions thereof, called for redemption unless the Company shall default in the payment of the redemption price and accrued interest and Liquidated Damages, if any, payable on the redemption date on the Securities to be redeemed. Upon any such If the Company undertakes a Provisional Redemption, holders of Securities that the Company shall make an additional calls for redemption will also receive a payment (the "Make-Whole Additional Payment") in cash or, at the election of the Company upon satisfaction of the conditions in Section 3.12 of the Indenture, in Common Stock or a combination of cash and Common Stock, as specified in the notice of redemption, with respect to the Notes called for redemption to holders on the Notice Date in an amount equal to $[__] per $1,000 the present value of the aggregate principal amount value of Notesthe interest payments that would thereafter have been payable on the Securities from Provisional Redemption Date to, less but excluding, August 19, 2002 (the amount of any interest actually paid or accrued and unpaid since the Issue Date on each $1,000 aggregate principal amount of Notes so redeemed (including any Predecessor Notes) prior to the Redemption Date"Additional Period"). The Company shall make the Make-Whole Payment on all Notes called for Provisional Redemption, including any Notes converted into Common Stock pursuant to the terms of this Indenture after the Notice Date and prior to the Redemption Date. For purposes of this paragraph, the payments made in Common Stock present value will be determined by calculated using the Company and each share of Common Stock bond equivalent yield on U.S. Treasury notes or bills having a term nearest in length to be delivered shall be valued at an amount equal to 95% that of the average Additional Period as of the Closing Price Per Share of the Common Stock for the five consecutive Trading Days day immediately preceding and including the third Trading Day prior to the date on which a notice of Provisional Redemption Dateis mailed.

Provisional Redemption. Prior Any time prior to [____]June 20, 20052004, the Company may, at its option, redeem the Notes in whole or in part on any date from time to time, upon notice as set forth in Section 3.05, at a redemption price equal to $1,000 per $1,000 principal amount of the Notes redeemed plus accrued and unpaid interest, if any (such amount, together with the Make-Whole Payment described below, the "Provisional Redemption Price"), to but excluding the date of redemption (the "Provisional Redemption Date") if (i) the Closing Price of the Common Stock shall have has exceeded 150% of the Conversion Price (as defined in Article 10 and as such may be adjusted from time to time) then in effect for at least 20 Trading Days in any consecutive 30-day Trading Day period ending on the Trading Day prior to the date of mailing of the provisional notice of Provisional Redemption redemption pursuant to Section 3.03 of the Indenture 3.05 (the "Notice Date"), the Company may redeem ) and (ii) a registration statement covering resales of the Notes and the Common Stock issuable upon conversion thereof is effective and available for use and is expected to remain effective for the 30 days following the Provisional Redemption Date (such redemption, a "Provisional Redemption"), in whole or from time to time in part, upon not more than 30 nor more than 60 days' notice prior to the Redemption Date, at a Redemption Price equal to the principal amount of the Notes to be redeemed plus accrued and unpaid interest, if any, to the Redemption Date. Upon any such Provisional Redemption, the Company shall make an additional payment (the "Make-Whole Payment") in cash or, at the election of the Company upon satisfaction of the conditions in Section 3.12 of the Indenture, in Common Stock or a combination of cash and Common Stock, as specified in the notice of redemption, with respect to the Notes called for redemption to holders Holders on the Notice Date in an amount equal to $[__] 166.67 per $1,000 aggregate principal amount of Notes, the Notes less the amount of any interest actually paid or accrued and unpaid since the Issue Date on each $1,000 aggregate principal amount of such Notes so redeemed (including any Predecessor Notes) prior to the Provisional Redemption Date. The Company shall make the Make-Whole Payment on all Notes called for Provisional Redemption, including any those Notes converted into Common Stock pursuant to the terms of this Indenture after between the Notice Date and prior to the Redemption Date. For purposes of this paragraph, the payments made in Common Stock will be determined by the Company and each share of Common Stock to be delivered shall be valued at an amount equal to 95% of the average of the Closing Price Per Share of the Common Stock for the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the Provisional Redemption Date.

Provisional Redemption. Prior to [____]October 1, 20052013, the Securities will be subject to redemption at the option of the Company, in whole or in part, upon notice to Holders as provided in Section 3.04, at a Redemption Price equal to 100% of the principal amount of the Securities to be redeemed; provided that such right may be exercised only if the Closing Price of the Common Stock shall have has exceeded 150130% of the applicable Conversion Price then in effect (as determined pursuant to the applicable Conversion Rate) for at least 20 Trading Days in any within a period of 30 consecutive 30-day Trading Day period Days ending on the Trading Day prior to the date mailing of the notice of Provisional Redemption pursuant to Section 3.03 of the Indenture (the "Notice Date"), the Company may redeem the Notes ("Provisional Redemption"), in whole or from time to time in part, upon not more than 30 nor more than 60 days' notice prior to the Redemption Date, at a Redemption Price equal to the principal amount of the Notes to be redeemed plus accrued and unpaid interest, if any, to the Redemption Date. Upon any such Provisional Redemptionredemption pursuant to this Section 3.01(a), the Company shall make an additional payment (the "Make-Whole Payment"“Additional Payment upon Provisional Redemption”) in cash or, at the election of the Company upon satisfaction of the conditions in Section 3.12 of the Indenture, in Common Stock or a combination of cash and Common Stock, as specified in the notice of redemption, with respect to the Notes Securities called for redemption to holders Holders of record thereof on the Notice Date in an amount equal to $[__] 100.50 per $1,000 aggregate principal amount of NotesSecurities, less the amount of any interest actually paid or accrued and unpaid since on such Securities from their issuance. On the Issue Date on each $1,000 aggregate principal amount redemption date (the “Redemption Date”) set forth in the Redemption Notice in respect of Notes so redeemed (any redemption pursuant to this Section 3.01(a), the Company shall make the Additional Payment upon Provisional Redemption in respect of all Securities called for redemption, including any Predecessor Notes) prior to Securities submitted for conversion after the Notice Date and before the Redemption Date. The Company may, at its option, pay the Additional Payment upon Provisional Redemption in shares of Common Stock in lieu of cash, so long as (i) the Common Stock is then listed on a national securities exchange and (ii) the Company registers the delivery of such Common Stock as payment under the Securities Act and applicable state securities laws, in each case to the extent required in order to deliver unrestricted Common Stock. The number of shares of Common Stock deliverable to a Holder in lieu of cash as an Additional Payment upon Provisional Redemption shall make be equal to the Makecash amount otherwise payable divided by 98% of the 5-Whole Payment Day Volume-Weighted Average Price of a share of the Common Stock on all Notes called for Provisional Redemption, including any Notes converted into the Notice Date. The Company shall pay cash in lieu of fractional shares (in an amount determined by multiplying the number of fractional shares otherwise deliverable by the 5-Day Volume-Weighted Average Price of the Common Stock on the Notice Date) of Common Stock that would otherwise be deliverable in the event the Company elects to deliver Common Stock pursuant to this paragraph. If the terms conditions hereunder to payment of this Indenture after the Notice Date and Additional Payment upon Provisional Redemption in Common Stock are not satisfied with respect to a Holder prior to the close of business on the relevant Redemption Date, the Company shall pay the Additional Payment upon Provisional Redemption in respect of the Securities of such Holder entirely in cash. For purposes To elect to pay the Additional Payment upon Provisional Redemption in Common Stock, the Company must include notice of this paragraphelection in the Redemption Notice provided in accordance with Section 3.04 hereof, the payments made in Common Stock will be determined by the Company and each share of Common Stock to be delivered which shall be valued at an amount equal to 95% of the average of the Closing Price Per Share of the Common Stock for the five consecutive Trading Days immediately preceding irrevocable, and including the third Trading Day prior to the Redemption Datemay not change such election thereafter.

Provisional Redemption. Prior Any time prior to [____]June 30, 20052006, the Company may, at its option, redeem the Securities in whole or in part on any date from time to time, upon notice as set forth in Section 10.5, at a Redemption Price, payable in cash, equal to $1,000 per $1,000 principal amount of the Securities redeemed (such amount, together with the Make-Whole Payment described below, the “Provisional Redemption Price”), on the date of redemption (the “Provisional Redemption Date”) if (i) the Closing Price of the Common Stock shall have has exceeded 150% of the Conversion Price (as defined in Article 12 and as such may be adjusted from time to time) then in effect for at least 20 Trading Days in any consecutive 30-day Trading Day period ending on the Trading Day prior to the date of mailing of the provisional notice of Provisional Redemption redemption pursuant to Section 3.03 10.5 (the “Notice Date”), and (ii) either (a) a registration statement covering resales of the Indenture Securities and the Common Stock issuable upon conversion thereof is effective and available for use and is expected to remain effective for the 30 days following the Provisional Redemption Date (the "Notice Date")such redemption, the Company may redeem the Notes ("a “Provisional Redemption"”) or (b) the Securities and the Common Stock issuable upon conversion thereof are no longer Transfer Restricted Securities (as defined in the Registration Rights Agreement), in whole or from time to time in part, upon not more than 30 nor more than 60 days' notice prior to the Redemption Date, at a Redemption Price equal to the principal amount of the Notes to be redeemed plus accrued and unpaid interest, if any, to the Redemption Date. Upon any such Provisional Redemption, the Company shall make an additional payment (the "“Make-Whole Payment"”) in cash or, at the election of the Company upon satisfaction of the conditions in Section 3.12 of the Indenture, in Common Stock or a combination of cash and Common Stock, as specified in the notice of redemption, with respect to the Notes Securities called for redemption to holders Holders on the Notice Date in an amount equal to $[__] 90 per $1,000 aggregate principal amount of Notesthe Securities, less the amount of any interest actually paid or accrued and unpaid since the Issue Date on each $1,000 aggregate principal amount of Notes so redeemed (including any Predecessor Notes) such Securities prior to the Provisional Redemption Date. The Company shall calculate the amount of the Make-Whole Payment and make the such Make-Whole Payment on all Notes Securities called for Provisional Redemption, including any Notes those Securities converted into Common Stock pursuant to the terms of this Indenture after between the Notice Date and prior to the Provisional Redemption Date. For purposes of this paragraphThe Company may elect to pay the Make-Whole Payment or any portion thereof (i) in cash or, (ii) subject to the payments made in Common Stock will be determined fulfillment by the Company and each share of the conditions set forth in the following paragraph, by delivering the number of shares of Common Stock to be delivered shall be valued at an amount equal to 95(x) the Make-Whole Payment (or any portion thereof that the Company elects to pay in shares of Common Stock) divided by (y) 97% of the average of the Closing Price Per Share Prices per share of the Common Stock for the five consecutive Trading Days immediately preceding and including the third first Trading Day prior to the Provisional Redemption Date.. The following shall constitute the conditions to any election by the Company pursuant to this Section 10.1 to pay the Make-Whole Payment (or any portion thereof) in shares of Common Stock:

Provisional Redemption. Prior The Company may not redeem the Notes at any time prior to [____]September 1, 20052009. On or after September 1, if 2009, the Closing Price Company may, at its option, redeem the Notes for cash in whole at any time or in part from time to time, on any date prior to maturity, upon notice as set forth in Section 10.4 of the Indenture, at a redemption price equal to 100% of the principal amount of the Notes called for redemption; provided, however, the Company may only redeem the Notes if, beginning on September 1, 2009, the VWAP of the Common Stock shall have exceeded 150equals or exceeds 200% of the Conversion Price then in effect for at least 20 Trading Days in any consecutive 30-day 30 Trading Day period ending on the Trading Day prior to the date mailing of the notice of Provisional Redemption the redemption pursuant to Section 3.03 10.1(b) of the Indenture (is mailed pursuant to Section 10.4 of the "Notice Date"), the Indenture. The Company may redeem shall pay any interest on the Notes called for redemption ("Provisional Redemption"), in whole or from time to time in part, upon not more than 30 nor more than 60 days' including those Notes which are converted into Common Stock after the date the notice of the redemption is mailed and after the Record Date for the next succeeding Interest Payment Date but prior to the Redemption Date, at a Redemption Price equal to the principal amount of the Notes to be redeemed plus ) accrued and unpaid interest, if any, but not paid to the Redemption Date. Upon any such Provisional Redemption, the Company shall make an additional payment (the "Make-Whole Payment") in cash or, at the election of the Company upon satisfaction of the conditions in Section 3.12 of the Indenture, in Common Stock or a combination of cash and Common Stock, as specified in the notice of redemption, with respect to the Notes called for redemption to holders on the Notice Date in an amount equal to $[__] per $1,000 aggregate principal amount of Notes, less the amount of any interest actually paid or accrued and unpaid since the Issue Date on each $1,000 aggregate principal amount of Notes so redeemed (including any Predecessor Notes) prior to the Redemption Date. The Company shall make the Make-Whole Payment on all Notes called for Provisional Redemption, including any Notes converted into Common Stock pursuant to the terms of this Indenture the Indenture. Notes in original denominations larger than $1,000 may be redeemed in part. If any Note selected for partial redemption is converted in part before termination of the conversion right with respect to the portion of the Note so selected, the converted portion of such Note shall be deemed to be the portion selected for redemption (provided, however, that the Holder of such Note so converted and deemed redeemed shall not be entitled to any additional interest payment as a result of such deemed redemption than such Holder would have otherwise been entitled to receive upon conversion of such Note as described in the prior paragraph). Notes which have been converted during a selection of Notes to be redeemed may be treated by the Trustee as Outstanding for the purpose of such selection. On and after the Notice Date and prior to the Redemption Date, interest ceases to accrue on Notes or portions of Notes called for redemption, unless the Company defaults in the payment of the Redemption Price. For purposes Notice of this paragraph, the payments made in Common Stock redemption will be determined given by the Company and each share of Common Stock to be delivered shall be valued at an amount equal to 95% of the average of the Closing Price Per Share of the Common Stock for the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the Redemption DateHolders as provided in the Indenture.

Provisional Redemption. Prior The Securities may be redeemed at the election of the Company, as a whole or from time to [____]time in part or any date, 2005at any time prior to June 30, 2006 (a “Provisional Redemption”), at a Redemption Price, payable in cash, equal to $1,000 per $1,000 principal amount of the Securities, on the date of redemption (the “Provisional Redemption Date”) if (i) the Closing Price of the Common Stock shall have has exceeded 150% of the Conversion Price (as may be adjusted from time to time) then in effect for at least 20 Trading Days in any consecutive 30-day 30 Trading Day period ending on the Trading Day prior to the date of mailing of the provisional notice of Provisional Redemption pursuant to Section 3.03 of the Indenture (the "Notice Date"), the Company may redeem the Notes ("Provisional Redemption"), in whole or from time to time in part, redemption upon not more less than 30 20 nor more than 60 days' days notice prior to (the Redemption “Notice Date’), at and (ii) a Redemption Price equal to the principal amount registration statement covering resales of the Notes Securities and Common Stock issuable upon the conversion thereof is effective and available for use and is expected to be redeemed plus accrued and unpaid interest, if any, to remain effective for the 30 days following the Provisional Redemption Date. Upon any such Provisional Redemption, the Company shall make an additional payment (the "“Make-Whole Payment"”) in cash or, at the election of the Company upon satisfaction of the conditions in Section 3.12 of the Indenture, in Common Stock or a combination of cash and Common Stock, as specified in the notice of redemption, with respect to the Notes Securities called for redemption to holders Holders on the Notice Date in an amount equal to $[__] 90 per $1,000 aggregate principal amount of Notesthe Securities, less the amount of any interest actually paid or accrued and unpaid since the Issue Date on each $1,000 aggregate principal amount of Notes so redeemed (including any Predecessor Notes) such Securities prior to the Provisional Redemption Date. The Company shall make the Make-Whole Payment on all Notes Securities called for Provisional Redemption, including any Notes those Securities converted into Common Stock pursuant to the terms of this Indenture after between the Notice Date and prior to the Provisional Redemption Date. For purposes of this paragraphThe Company may elect to pay the Make-Whole Payment or any portion thereof (i) in cash or, (ii) subject to the payments made in Common Stock will be determined fulfillment by the Company and each share of the conditions set forth in Section 10.1 of the Indenture, by delivering the number of shares of Common Stock to be delivered shall be valued at an amount equal to 95(x) the Make-Whole Payment (or any portion thereof that the Company elects to pay in shares of Common Stock) divided by (y) 97% of the average of the Closing Price Per Share Prices per share of the Common Stock for the five consecutive Trading Days immediately preceding and including the third first Trading Day prior to the Provisional Redemption Date.

Provisional Redemption. Prior to [____]October 23, 20052004, the Company may redeem the Securities ("Provisional Redemption"), in whole or in part, upon not more than 30 nor more than 60 days' notice prior to the Redemption Date, at a Redemption Price equal to 100% of the principal amount of the Securities to be redeemed plus accrued and unpaid interest, if any, to but excluding the Redemption Date, if the Closing Price of the Common Stock shall have exceeded 150% of the Conversion Price then in effect for at least 20 Trading Days in any consecutive 30-day Trading Day period ending on the Trading Day prior to the date mailing of the notice of Provisional Redemption pursuant to Section 3.03 11.06 of the Indenture (the "Notice Date"), the Company may redeem the Notes ("Provisional Redemption"), in whole or from time to time in part, upon not more than 30 nor more than 60 days' notice prior to the Redemption Date, at a Redemption Price equal to the principal amount of the Notes to be redeemed plus accrued and unpaid interest, if any, to the Redemption Date. Upon any such Provisional Redemption, the Company shall make an additional payment (the "Make-Whole Payment") in cash or, at the election of the Company upon satisfaction of the conditions in Section 3.12 11.10 of the Indenture, in Common Stock or a combination of cash and Common Stock, as specified in the notice of redemption, with respect to the Notes Securities called for redemption to holders Holders on the Notice Date in an amount equal to $[__] 80 per $1,000 aggregate principal amount of NotesSecurities, less minus the amount of any interest actually paid or accrued and unpaid since the Issue Date on each $1,000 aggregate principal amount of Notes Securities so redeemed (including any Predecessor NotesSecurities) prior to the Redemption Date. The Company shall make the Make-Whole Payment on all Notes Securities called for Provisional Redemption, including any Notes Securities converted into Common Stock pursuant to the terms of this the Indenture after the Notice Date and prior to the Redemption Date. The Make-Whole Payment for Securities converted into Common Stock after the Notice Date and prior to the Redemption Date will not be reduced by the accrued and unpaid interest. For purposes of this paragraph, the payments made in Common Stock will be determined by the Company and each share of Common Stock to be delivered shall be valued at an amount equal to 95% of the average of the Closing Price Per Share of the Common Stock for the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the Redemption Date.

Provisional Redemption. (1) Prior to [____]October 23, 20052004, the Company may redeem the Securities ("Provisional Redemption"), in whole or in part, upon not less than 30 nor more than 60 days' notice prior to the Redemption Date, at a Redemption Price equal to 100% of the principal amount of the Securities to be redeemed plus accrued and unpaid interest, if any, to but excluding the Redemption Date, if the Closing Price Per Share of the Common Stock shall have exceeded 150% of the Conversion Price then in effect for at least 20 Trading Days in any consecutive 30-day Trading Day period ending on the Trading Day prior to the date of mailing of the notice of Provisional Redemption pursuant to Section 3.03 of the Indenture 11.06 (the "Notice Date"), the Company may redeem the Notes ("Provisional Redemption"), in whole or from time to time in part, upon not more than 30 nor more than 60 days' notice prior to the Redemption Date, at a Redemption Price equal to the principal amount of the Notes to be redeemed plus accrued and unpaid interest, if any, to the Redemption Date. Upon any such Provisional Redemption, the Company shall make an additional payment (the "Make-Whole Payment") in cash or, at the election of the Company upon satisfaction of the conditions in Section 3.12 of the Indenture11.10, in Common Stock or a combination of cash and Common Stock, as specified in the notice of redemption, with respect to the Notes Securities called for redemption to holders Holders on the Notice Date in an amount equal to $[__] 80 per $1,000 aggregate principal amount of NotesSecurities, less minus the amount of any interest actually paid or accrued and unpaid since the Issue Date on each $1,000 aggregate principal amount of Notes Securities so redeemed (including any Predecessor Notespredecessor Securities) prior to the Redemption Date. The Company shall make the Make-Whole Payment on all Notes Securities called for Provisional Redemption, including any Notes Securities converted into Common Stock pursuant to the terms of this Indenture after the Notice Date and prior to the Redemption Date. The Make-Whole Payment for Securities converted into Common Stock after the Notice Date and prior to the Redemption Date will not be reduced by accrued and unpaid interest. For purposes of this paragraph, the payments made in Common Stock will be determined by the Company and each share of Common Stock to be delivered shall be valued at an amount equal to 95% of the average of the Closing Price Per Share of the Common Stock for the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the Redemption Date.

Provisional Redemption. Prior The Securities may be redeemed at the election of the Company, as a whole or from time to [____]time in part or any date, 2005at any time prior to June 30, 2006 (a “Provisional Redemption”), at a Redemption Price, payable in cash, equal to $1,000 per $1,000 principal amount of the Securities, on the date of redemption (the “Provisional Redemption Date”) if (i) the Closing Price of the Common Stock shall have has exceeded 150% of the Conversion Price (as may be adjusted from time to time) then in effect for at least 20 Trading Days in any consecutive 30-day 30 Trading Day period ending on the Trading Day prior to the date of mailing of the provisional notice of Provisional Redemption pursuant to Section 3.03 of the Indenture (the "Notice Date"), the Company may redeem the Notes ("Provisional Redemption"), in whole or from time to time in part, redemption upon not more less than 30 20 nor more than 60 days' days notice prior to (the Redemption “Notice Date”), at and (ii) either (a) a Redemption Price equal to the principal amount registration statement covering resales of the Notes Securities and the Common Stock issuable upon conversion thereof is effective and available for use and is expected to be redeemed plus accrued remain effective for the 30 days following the Provisional Redemption Date or (b) the Securities and unpaid interest, if any, to the Redemption DateCommon Stock issuable upon conversion thereof are no longer Transfer Restricted Securities (as defined in the Registration Rights Agreement). Upon any such Provisional Redemption, the Company shall make an additional payment (the "“Make-Whole Payment"”) in cash or, at the election of the Company upon satisfaction of the conditions in Section 3.12 of the Indenture, in Common Stock or a combination of cash and Common Stock, as specified in the notice of redemption, with respect to the Notes Securities called for redemption to holders Holders on the Notice Date in an amount equal to $[__] 90 per $1,000 aggregate principal amount of Notesthe Securities, less the amount of any interest actually paid or accrued and unpaid since the Issue Date on each $1,000 aggregate principal amount of Notes so redeemed (including any Predecessor Notes) such Securities prior to the Provisional Redemption Date. The Company shall make the Make-Whole Payment on all Notes Securities called for Provisional Redemption, including any Notes those Securities converted into Common Stock pursuant to the terms of this Indenture after between the Notice Date and prior to the Provisional Redemption Date. For purposes of this paragraphThe Company may elect to pay the Make-Whole Payment or any portion thereof (i) in cash or, (ii) subject to the payments made in Common Stock will be determined fulfillment by the Company and each share of the conditions set forth in Section 10.1 of the Indenture, by delivering the number of shares of Common Stock to be delivered shall be valued at an amount equal to 95(x) the Make-Whole Payment (or any portion thereof that the Company elects to pay in shares of Common Stock) divided by (y) 97% of the average of the Closing Price Per Share Prices per share of the Common Stock for the five consecutive Trading Days immediately preceding and including the third first Trading Day prior to the Provisional Redemption Date.

Provisional Redemption. Prior The Securities may be redeemed at the election of the Company, as a whole or from time to [____]time in part or any date, 2005at any time prior to October 17, 2003 (a "Provisional Redemption"), at a Redemption Price equal to $1,000 per $1,000 principal amount of the Securities, on the date of redemption (the "Provisional Redemption Date") if (i) the Closing Price of the Common Stock shall have has exceeded 150% of the Conversion Price (as may be adjusted from time to time) then in effect for at least 20 Trading Days in any consecutive 30-day 30 Trading Day period ending on the Trading Day prior to the date of mailing of the provisional notice of Provisional Redemption pursuant to Section 3.03 of the Indenture redemption upon not less than 20 nor more than 60 days notice (the "Notice Date"'), the Company may redeem the Notes and ("Provisional Redemption"), in whole or from time to time in part, upon not more than 30 nor more than 60 days' notice prior to the Redemption Date, at ii) a Redemption Price equal to the principal amount registration statement covering resales of the Notes Securities and Common Stock issuable upon the conversion thereof is effective and available for use and is expected to be redeemed plus accrued and unpaid interest, if any, to remain effective for the 30 days following the Provisional Redemption Date. Upon any such Provisional Redemption, the Company shall make an additional payment (the "Make-Whole Payment") in cash or, at the election of the Company upon satisfaction of the conditions in Section 3.12 of the Indenture, in Common Stock or a combination of cash and Common Stock, as specified in the notice of redemption, with respect to the Notes Securities called for redemption to holders Holders on the Notice Date in an amount equal to $[__] 105.00 per $1,000 aggregate principal amount of Notesthe Securities, less the amount of any interest actually paid or accrued and unpaid since the Issue Date on each $1,000 aggregate principal amount of Notes so redeemed (including any Predecessor Notes) such Securities prior to the Provisional Redemption Date. The Company shall make the Make-Whole Payment on all Notes Securities called for Provisional Redemption, including any Notes those Securities converted into Common Stock pursuant to the terms of this Indenture after between the Notice Date and prior to the Provisional Redemption Date. For purposes of this paragraphThe Company may elect to pay the Make-Whole Payment or any portion thereof (i) in cash or, (ii) subject to the payments made in Common Stock will be determined fulfillment by the Company and each share of the conditions set forth in Section 10.1 of the Indenture, by delivering the number of shares of Common Stock to be delivered shall be valued at an amount equal to 95(x) the Make-Whole Payment (or any portion thereof that the Company elects to pay in shares of Common Stock) divided by (y) 97% of the average of the Closing Price Per Share Prices per share of the Common Stock for the five consecutive Trading Days immediately preceding and including the third first Trading Day prior to the Provisional Redemption Date.

Provisional Redemption. Prior The Securities may be redeemed at the election of the Company, as a whole or from time to [____]time in part on any date, 2005upon not less than 20 nor more than 60 days' notice, at any time prior to September 19, 2003, at a Redemption Price equal to $1,000 per $1,000 principal amount of the Securities plus accrued and unpaid interest, if any, to but excluding the Provisional Redemption Date if (i) the Closing Price of the Common Stock shall have has exceeded 150% of the Conversion Price (as such may be adjusted from time to time) then in effect for at least 20 Trading Days in any consecutive 30-day Trading Day period ending on the Trading Day prior to the date mailing Notice Date and (ii) a registration statement covering resales of the notice of Securities and Common Stock issuable upon the conversion thereof is effective and available for use and is expected to remain effective for the 30 days following the Provisional Redemption pursuant to Section 3.03 of the Indenture (the "Notice Date"), the Company may redeem the Notes ("Provisional Redemption"), in whole or from time to time in part, upon not more than 30 nor more than 60 days' notice prior to the Redemption Date, at a Redemption Price equal to the principal amount of the Notes to be redeemed plus accrued and unpaid interest, if any, to the Redemption Date. Upon any such Provisional Redemption, the Company shall make an additional payment (the "Make-Whole Payment") in cash or, at the election of the Company upon satisfaction of the conditions in Section 3.12 of the Indenture, in Common Stock or a combination of cash and Common Stock, as specified in the notice of redemption, Payment with respect to the Notes Securities called for redemption to holders Holders on the Notice Date in an amount equal to $[__] 138.39 per $1,000 aggregate principal amount of Notesthe Securities, less the amount of any interest actually paid or accrued and unpaid since the Issue Date on each $1,000 aggregate principal amount of Notes so redeemed (including any Predecessor Notes) such Securities prior to the Provisional Redemption Date. The Company shall make the Make-Whole Payment on all Notes Securities called for Provisional Redemption, including any Notes those Securities converted into Common Stock pursuant to the terms of this Indenture after between the Notice Date and prior to the Provisional Redemption Date. For purposes of this paragraphThe Company may elect to pay the Make-Whole Payment or any portion thereof (i) in cash or, (ii) subject to the payments made in Common Stock will be determined fulfillment by the Company and each share of the conditions set forth in Section 10.1 of the Indenture, by delivering the number of shares of Common Stock to be delivered shall be valued at an amount equal to 95(x) the Make-Whole Payment (or any portion thereof that the Company elects to pay in shares of Common Stock) divided by (y) 97% of the average of the Closing Price Per Share Prices per share of the Common Stock for the five consecutive Trading Days immediately preceding and including the third first Trading Day prior to the Provisional Redemption Date.

Provisional Redemption. Prior Any time prior to [____]March 17, 20052003, the Company may, at its option, redeem the Securities in whole or in part on any date from time to time, upon notice as set forth in Section 10.5, 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 described below, the "Provisional Redemption Price"), to but excluding the date of redemption (the "Provisional Redemption Date") if (i) the Closing Price of the Common Stock shall have has exceeded 150% of the Conversion Price (as defined in Article 12 and as such may be adjusted from time to time) then in effect for at least 20 Trading Days in any consecutive 30-day Trading Day period ending on the Trading Day prior to the date of mailing of the provisional notice of Provisional Redemption redemption pursuant to Section 3.03 of the Indenture 10.5 (the "Notice Date"), the Company may redeem the Notes ) and ("Provisional Redemption"), in whole or from time to time in part, upon not more than 30 nor more than 60 days' notice prior to the Redemption Date, at ii) a Redemption Price equal to the principal amount registration statement covering resales of the Notes Securities and the Common Stock issuable upon conversion thereof is effective and available for use and is expected to be redeemed plus accrued and unpaid interest, if any, to remain effective for the 30 days following the Provisional Redemption Date. Upon any such Provisional Redemption, the Company shall make an additional payment in cash (the "Make-Whole Payment") in cash or, at the election of the Company upon satisfaction of the conditions in Section 3.12 of the Indenture, in Common Stock or a combination of cash and Common Stock, as specified in the notice of redemption, with respect to the Notes Securities called for redemption to holders Holders on the Notice Date in an amount equal to $[__] 107.14 per $1,000 aggregate principal amount of Notesthe Securities, less the amount of any interest actually paid or accrued and unpaid since the Issue Date on each $1,000 aggregate principal amount of Notes so redeemed (including any Predecessor Notes) such Securities prior to the Redemption Notice Date. The Company shall make the Make-Whole Payment on all Notes Securities called for Provisional Redemption, including any Notes those Securities converted into Common Stock pursuant to the terms of this Indenture after between the Notice Date and prior to the Redemption Date. For purposes of this paragraph, the payments made in Common Stock will be determined by the Company and each share of Common Stock to be delivered shall be valued at an amount equal to 95% of the average of the Closing Price Per Share of the Common Stock for the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the Provisional Redemption Date.

Provisional Redemption. Prior The Notes may be redeemed at the election of the Company, as a whole or from time to [____]time in part on any date, upon not less than 30 nor more than 60 days' notice to the Trustee, at any time prior to February 1, 2005, at a Redemption Price equal to $1,000 per $1,000 principal amount of the Notes plus accrued and unpaid interest, if any, to but excluding the Provisional Redemption Date if (i) the Closing Price of the Common Stock shall have has exceeded 150% of the Conversion Price then in effect for at least 20 Trading Days in any within a period of 30 consecutive 30-day Trading Day period Days ending on the Trading Day prior to the date mailing of Notice Date and (ii) during the notice of Provisional Redemption pursuant to Section 3.03 of the Indenture (the "Notice Date"), period that the Company may redeem is obligated, under the Notes ("Provisional Redemption")Registration Rights Agreement, in whole or from time to time in part, upon not more than 30 nor more than 60 days' notice prior to the Redemption Date, at keep a Redemption Price equal to the principal amount registration statement covering resales of the Notes to and the Common Stock issuable upon conversion thereof effective, such registration statement is effective and available for use as of, and including, the Notice Date through and including the Provisional Redemption Date. If a Provisional Redemption Date is an Interest Payment Date, the semi-annual payment will be redeemed plus accrued and unpaid interest, if any, payable to the holder of record as of the relevant Regular Record Date, and the Redemption DatePrice will not include such semi-annual interest payment. Upon any such Provisional Redemption, the Company shall make an additional payment (the "Make-Whole Payment") in cash or, at the election of the Company upon satisfaction of the conditions in Section 3.12 of the Indenture, in Common Stock or a combination of cash and Common Stock, as specified in the notice of redemption, Payment with respect to the Notes called for redemption to holders Holders on the Notice Date in an amount equal to $[__] 120 per $1,000 aggregate principal amount of Notesthe Notes to be redeemed, less the A-2-4 amount of any interest actually paid or accrued and unpaid since the Issue Date on each $1,000 aggregate principal amount of such Notes so redeemed (including any Predecessor Notes) prior to or on the Provisional Redemption Date. The Make-Whole payment is payable in cash. The Company shall make the Make-Whole Payment on all Notes called for Provisional Redemption, including any those Notes converted into Common Stock pursuant to the terms of this Indenture after the Notice Date and prior to before the Redemption Date. For purposes of this paragraph, the payments made in Common Stock will be determined by the Company and each share of Common Stock to be delivered shall be valued at an amount equal to 95% of the average of the Closing Price Per Share of the Common Stock for the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the Provisional Redemption Date.

Provisional Redemption. Prior The Company shall have the right, at the Company's option, at any time, and from time to [____]time, 2005on a Redemption Date on or after July 26, if the Closing Price 2007, to redeem (a "Provisional Redemption") all or any part of the Common Stock shall have exceeded 150Securities at a price equal to 100% of the Conversion Price then in effect outstanding principal amount of the Security, plus accrued and unpaid interest (including Additional Interest), if any through the Redemption Date (the "Redemption Price"), plus the Make-Whole Payment (as defined below) if: (A) for each of at least 20 Trading Days in any consecutive 30-day 30 Trading Day period Days ending on on, and including, the Trading Day prior to immediately preceding the date (the "Notice Date") of mailing of the notice of Provisional Redemption as provided in SECTION 3.4 of the Indenture, the Closing Sale Price exceeds 160% of the Conversion Price in effect on such Trading Day; and (B) unless registration of the Securities or Common Stock is not required pursuant to Section 3.03 the terms and conditions of the Indenture Registration Rights Agreement, on the Redemption Date and for a period of at least 30 days thereafter, a registration statement covering the Securities and the shares of Common Stock issuable upon conversion of the Securities is effective and available for use; and (the "Notice Date"), the Company may redeem the Notes ("Provisional Redemption")C) no continuing Default or Event of Default exists that has not been cured or waived, in whole accordance herewith, on or from time to time in part, upon not more than 30 nor more than 60 days' notice prior to the Redemption Date, at a Redemption Price equal to the principal amount of the Notes to be redeemed plus accrued and unpaid interest, if any, to the before such Redemption Date. Upon any such Provisional Redemption, the Company shall make an additional payment (the The "Make-Whole Payment") in cash or, at the election of the Company upon satisfaction of the conditions in Section 3.12 of the Indenture, in Common Stock or a combination of cash and Common Stock, as specified in the notice of redemption, " with respect to the Notes called for redemption a Security subject to holders a Provisional Redemption on the Notice a Redemption Date in shall mean an amount equal to $[__] per $1,000 aggregate principal amount the "present value" of Notesone hundred percent (100%) of all remaining scheduled interest payments on such Security from, less the amount of any interest actually paid or accrued and unpaid since the Issue Date on each $1,000 aggregate principal amount of Notes so redeemed (including any Predecessor Notes) prior to the including, such Redemption Date. The Company "present value" will be calculated using the bond equivalent yield on U.S. Treasury notes or bills having a term nearest in length to that of the remaining period from the date preceding the Notice Date to the Maturity Date; provided, however, that if the period from the Redemption Date to the third anniversary of the issuance of the Securities is less than one year, the weekly average yield on actually-traded U.S. Treasury notes or bills adjusted to a constant maturity of one year shall make be used. As soon as practicable after the time the amount of the Make-Whole Payment shall have been calculated, but no later than the second Business Day immediately preceding such Redemption Date, the Company shall publicly disseminate the amount of the Make-Whole Payment in a press release or publish it on the Company's website. The Make-Whole Payment shall be paid by the Company on all Notes Securities called for Provisional Redemption, including including, without limitation, any Notes Securities that have been converted into shares of Common Stock pursuant to the terms of this Indenture on or after the Notice Date and prior before such Redemption Date. In no event shall the Make-Whole Payment with respect to a Security that is called for Provisional Redemption be reduced by any amount of accrued and unpaid interest; provided, however, that in the event such Redemption Date is an interest payment date, then the Make-Whole Payment shall be reduced by any accrued and unpaid interest to, and including, the Redemption Date. For purposes of this paragraph, the payments made in Common Stock will which accrued and unpaid interest shall instead be determined paid by the Company and each share on the Redemption Date to the Holder of record of such Security at the close of business on the record date for such interest payment. In no event shall a Holder that has converted, in accordance herewith, such Xxxxxx's Security into shares of Common Stock, which Security has been called for Provisional Redemption, be required to surrender any such shares of Common Stock in order to be delivered shall be valued at an amount equal entitled to 95% of receive the average of the Closing Price Per Share of the Common Stock for the five consecutive Trading Days immediately preceding and including the third Trading Day prior Make-Whole Payment with respect to the Redemption Datesuch Security.

Provisional Redemption. Prior Subject to [____]the other terms of this Article VI, 2005the Company will have the right, exercisable at its election, to redeem all or part (in a principal amount that is an integral multiple of $1,000) of the Notes on a Redemption Date on or after June 16, 2025 and on or before the 25th Scheduled Trading Day immediately before the Stated Maturity, for cash at the Redemption Price, but only if the Closing Last Reported Sale Price per share of the Common Stock shall have exceeded 150exceeds 130% of the Conversion Price then in effect for on (i) each of at least 20 Trading Days, whether or not consecutive, during the 30 consecutive Trading Days in any consecutive 30-day Trading Day period ending on on, and including, the Trading Day prior to immediately before the date mailing of the Company sends the related redemption notice of pursuant to Section 6.04; and (ii) the trading day immediately before the date the Company sends such redemption notice pursuant to Section 6.04; provided, however, that the Company will not call any Notes for Provisional Redemption pursuant to this Section 3.03 6.01(a) unless the excess of the Indenture (the "Notice Date"), the Company may redeem the Notes ("Provisional Redemption"), in whole or from time to time in part, upon not more than 30 nor more than 60 days' notice prior to the Redemption Date, at a Redemption Price equal to the principal amount of Notes outstanding as of the Notes to be redeemed plus accrued and unpaid interest, if any, to the Redemption Date. Upon any such Provisional Redemption, time the Company shall make an additional payment (sends the "Make-Whole Payment") in cash or, at related redemption notice pursuant to Section 6.04 over the election of the Company upon satisfaction of the conditions in Section 3.12 of the Indenture, in Common Stock or a combination of cash and Common Stock, as specified in the notice of redemption, with respect to the Notes called for redemption to holders on the Notice Date in an amount equal to $[__] per $1,000 aggregate principal amount of Notes, less the amount of any interest actually paid or accrued and unpaid since the Issue Date on each $1,000 aggregate principal amount of Notes so redeemed set forth in such redemption notice as being subject to such Provisional Redemption is at least $100,000,000 (including it being understood, for the avoidance of doubt, that the restriction set forth in this proviso will not apply to any Predecessor Notes) prior REIT Preservation Redemption pursuant to Section 6.01(b)). If the Company elects to call less than all of the outstanding Notes for Provisional Redemption pursuant to this Section 6.01(a), and the Holder of any Note, or any owner of a beneficial interest in any Global Note, is reasonably not able to determine, before the Close of Business on the 27th Scheduled Trading Day immediately before the relevant Redemption Date. The Company shall make , whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such Provisional Redemption, then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time before the Make-Whole Payment Close of Business on all Notes the second Business Day immediately before such Redemption Date, and each such conversion will be deemed to be of a Note called for Provisional Redemption, including any Notes converted into Common Stock pursuant to the terms of this Indenture after the Notice Date and prior to the Redemption Date. For for purposes of this paragraph, the payments made in Common Stock will be determined by the Company Section 6.01(a) and each share for purposes of Common Stock to be delivered shall be valued at an amount equal to 95% of the average of the Closing Price Per Share of the Common Stock for the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the Redemption DateSection 5.07.

Provisional Redemption. Prior Any time prior to [____]June 30, 20052006, the Company may, at its option, redeem the Securities in whole or in part on any date from time to time, upon notice as set forth in Section 10.5, at a Redemption Price, payable in cash, equal to $1,000 per $1,000 principal amount of the Securities redeemed (such amount, together with the Make-Whole Payment described below, the “Provisional Redemption Price”), on the date of redemption (the “Provisional Redemption Date”) if (i) the Closing Price of the Common Stock shall have has exceeded 150% of the Conversion Price (as defined in Article 12 and as such may be adjusted from time to time) then in effect for at least 20 Trading Days in any consecutive 30-day Trading Day period ending on the Trading Day prior to the date of mailing of the provisional notice of Provisional Redemption redemption pursuant to Section 3.03 10.5 (the “Notice Date”), and (ii) a registration statement covering resales of the Indenture Securities and the Common Stock issuable upon conversion thereof is effective and available for use and is expected to remain effective for the 30 days following the Provisional Redemption Date (the "Notice Date")such redemption, the Company may redeem the Notes ("a “Provisional Redemption"”), in whole or from time to time in part, upon not more than 30 nor more than 60 days' notice prior to the Redemption Date, at a Redemption Price equal to the principal amount of the Notes to be redeemed plus accrued and unpaid interest, if any, to the Redemption Date. Upon any such Provisional Redemption, the Company shall make an additional payment (the "“Make-Whole Payment"”) in cash or, at the election of the Company upon satisfaction of the conditions in Section 3.12 of the Indenture, in Common Stock or a combination of cash and Common Stock, as specified in the notice of redemption, with respect to the Notes Securities called for redemption to holders Holders on the Notice Date in an amount equal to $[__] 90 per $1,000 aggregate principal amount of Notesthe Securities, less the amount of any interest actually paid or accrued and unpaid since the Issue Date on each $1,000 aggregate principal amount of Notes so redeemed (including any Predecessor Notes) such Securities prior to the Provisional Redemption Date. The Company shall calculate the amount of the Make-Whole Payment and make the such Make-Whole Payment on all Notes Securities called for Provisional Redemption, including any Notes those Securities converted into Common Stock pursuant to the terms of this Indenture after between the Notice Date and prior to the Provisional Redemption Date. For purposes of this paragraphThe Company may elect to pay the Make-Whole Payment or any portion thereof (i) in cash or, (ii) subject to the payments made in Common Stock will be determined fulfillment by the Company and each share of the conditions set forth in the following paragraph, by delivering the number of shares of Common Stock to be delivered shall be valued at an amount equal to 95(x) the Make-Whole Payment (or any portion thereof that the Company elects to pay in shares of Common Stock) divided by (y) 97% of the average of the Closing Price Per Share Prices per share of the Common Stock for the five consecutive Trading Days immediately preceding and including the third first Trading Day prior to the Provisional Redemption Date.. The following shall constitute the conditions to any election by the Company pursuant to this Section 10.1 to pay the Make-Whole Payment (or any portion thereof) in shares of Common Stock:

Provisional Redemption. Prior Any time prior to [____]March 7, 20052003, the Company may, at its option, redeem the Securities in whole or in part on any date from time to time, upon notice as set forth in Section 10.5, 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 described below, the "Provisional Redemption Price"), to but excluding the date of redemption (the "Provisional Redemption Date") if (i) the Closing Price of the Common Stock shall have has exceeded 150% of the Conversion Price (as defined in Article 12 and as such may be adjusted from time to time) then in effect for at least 20 Trading Days in any consecutive 30-day Trading Day period ending on the Trading Day prior to the date of mailing of the provisional notice of Provisional Redemption redemption pursuant to Section 3.03 of the Indenture 10.5 (the "Notice Date"), the Company may redeem the Notes ) and ("Provisional Redemption"), in whole or from time to time in part, upon not more than 30 nor more than 60 days' notice prior to the Redemption Date, at ii) a Redemption Price equal to the principal amount registration statement covering resales of the Notes Securities and the Common Stock issuable upon conversion thereof is effective and available for use and is expected to be redeemed plus accrued and unpaid interest, if any, to remain effective for the 30 days following the Provisional Redemption Date. Upon any such Provisional Redemption, the Company shall make an additional payment in cash (the "Make-Whole Payment") in cash or, at the election of the Company upon satisfaction of the conditions in Section 3.12 of the Indenture, in Common Stock or a combination of cash and Common Stock, as specified in the notice of redemption, with respect to the Notes Securities called for redemption to holders Holders on the Notice Date in an amount equal to $[__] 107.14 per $1,000 aggregate principal amount of Notesthe Securities, less the amount of any interest actually paid or accrued and unpaid since the Issue Date on each $1,000 aggregate principal amount of Notes so redeemed (including any Predecessor Notes) such Securities prior to the Redemption Notice Date. The Company shall make the Make-Whole Payment on all Notes Securities called for Provisional Redemption, including any Notes those Securities converted into Common Stock pursuant to the terms of this Indenture after between the Notice Date and prior to the Redemption Date. For purposes of this paragraph, the payments made in Common Stock will be determined by the Company and each share of Common Stock to be delivered shall be valued at an amount equal to 95% of the average of the Closing Price Per Share of the Common Stock for the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the Provisional Redemption Date.

Provisional Redemption. Prior The Securities may be redeemed at the election of the Company, as a whole or in part from time to [____]time, 2005at any time prior to February 15, 2011 (a “Provisional Redemption”), at a redemption price equal to $1,000 per $1,000 principal amount of the Notes redeemed (such amount, together with the Make-Whole Payment described below the “Provisional Redemption Price”), on the date of redemption (the “Provisional Redemption Date”) if (i) the Closing Quoted Price of the Common Stock shall have has exceeded 150% of the Conversion Price then conversion price in effect at such time for at least 20 Trading Days in within a period of any 30 consecutive 30-day Trading Day period Days ending on the Trading Day prior to the date of mailing of the notice of Provisional Redemption pursuant to Section 3.03 (the “Provisional Redemption Notice Date”), and (ii) a shelf registration statement covering resales of the Indenture (Notes and the "Notice Date"), Common Stock issuable upon conversion thereof is effective and available for use and is expected to remain effective and available for use for the Company may redeem 30 days following the Notes ("Provisional Redemption"), in whole or from time to time in part, upon not more than 30 nor more than 60 days' notice prior to the Redemption Date, at a Redemption Price equal to the principal amount of the Notes to be redeemed plus accrued and unpaid interest, if any, to the Redemption Dateunless registration is no longer required. Upon any such Provisional Redemption, the Company shall make to Holders an additional payment (the "“Make-Whole Payment"”) with respect to the Securities called for redemption. The Make-Whole Payment per $1,000 principal amount of Securities redeemed shall equal $165 less any interest actually paid on the Securities from the date of issuance through the Provisional Redemption Date. The Company may make the Make-Whole Payment, at its option, either in cash or, at the election of the Company upon satisfaction of the conditions in Section 3.12 of the Indenture, in or Common Stock (or a combination of cash and Common Stock, as specified ) and shall specify the type of consideration for the Make-Whole Payment in the notice redemption notice; PROVIDED, HOWEVER, that the Company’s right to exercise its election to make the Make-Whole Payment by issuing shares of redemptionCommon Stock shall be conditioned upon: (1) the registration of such shares of Common Stock under the Securities Act, if required; (2) any qualification of such shares of Common Stock under the applicable state securities laws, if necessary, or the availability of an exemption from such qualification; (3) the listing of such shares of Common Stock on a United States national securities exchange or the quotation of such shares of Common Stock in an inter-dealer quotation system of any registered United States national securities association; (4) the receipt by the Trustee of an Officers’ Certificate stating: (i) that the terms of the issuance of the shares of Common Stock are in conformity with the Indenture; (ii) that the shares of Common Stock to be issued in payment of the Make-Whole Payment in respect of the Securities have been duly authorized and, when issued and delivered pursuant to the terms of the Indenture in payment of the Make-Whole Payment in respect of Securities, will be validly issued, fully paid, non-assessable and free from preemptive rights; (iii) that the conditions in clauses (i) and (ii) of this paragraph (4) and the conditions in paragraphs (1) – (3) above have been satisfied in all material respects; and (iv) the number of shares of Common Stock to be issued with respect to the Notes called Make-Whole Payment for redemption to holders on the Notice Date in an amount equal to $[__] per each $1,000 aggregate principal amount of Notes, less Securities and the amount Quoted Price of any interest actually paid or accrued and unpaid since the Issue Date a share of Common Stock on each $1,000 aggregate principal amount Trading Day during the period the average Quoted Price is calculated; and (5) the receipt by the Trustee of Notes so redeemed an Opinion of Counsel stating that: (including i) the shares of Common Stock to be issued in payment of the Make-Whole Payment in respect of Securities have been duly authorized, and when issued and delivered pursuant to the terms of the Indenture in payment of the Make-Whole Payment in respect of Securities, will be validly issued, fully paid and non-assessable and (ii) the shares of Common Stock to be issued upon Provisional Redemption are not subject to any Predecessor Notes) restrictions on transfer under the Securities Act. If the foregoing conditions are not satisfied prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Provisional Redemption Date, the Company shall pay the entire Make-Whole Payment in respect of the Securities being redeemed in cash. Payments made in Common Stock in accordance with Section 3.01 of the Indenture will be valued at 97% of the average of the Quoted Prices of the Common Stock for the five consecutive Trading Days ending on the Trading Day immediately preceding the Provisional Redemption Date. The Company shall make the Make-Whole Payment on all Notes Securities called for Provisional Redemption, including any Notes those Securities converted into Common Stock pursuant to between the terms of this Indenture after the Provisional Redemption Notice Date and prior to the Provisional Redemption Date. For purposes of this paragraph, the payments made in The Make-Whole Payment payable with respect to any Securities converted into Common Stock will between the Provisional Redemption Notice Date and the Provisional Redemption Date shall not be determined by reduced to the Company extent any interest has accrued on and each share of Common Stock to be delivered shall be valued at an amount equal to 95% is unpaid as of the average of the Closing Price Per Share of the Common Stock for the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the Redemption Datedate on which such Securities are converted.

Provisional Redemption. Prior Any time prior to [____]February 8, 20052003, the Company may, at its option, redeem the Securities in whole or in part on any date from time to time, upon notice as set forth in Section 10.5, 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 described below, the "Provisional Redemption Price"), to but excluding the date of redemption (the "Provisional Redemption Date") if (i) the Closing Price of the Common Stock shall have has exceeded 150% of the Conversion Price (as defined in Article 12 and as such may be adjusted from time to time) then in effect for at least 20 Trading Days in any consecutive 30-day Trading Day period ending on the Trading Day prior to the date of mailing of the provisional notice of Provisional Redemption redemption pursuant to Section 3.03 of the Indenture 10.5 (the "Notice Date"), the Company may redeem the Notes and ("Provisional Redemption"), in whole or from time to time in part, upon not more than 30 nor more than 60 days' notice prior to the Redemption Date, at ii) a Redemption Price equal to the principal amount registration statement covering resales of the Notes Securities and the Common Stock issuable upon conversion thereof is effective and available for use and is expected to be redeemed plus accrued and unpaid interest, if any, to remain effective for the 30 days following the Provisional Redemption Date. Upon any such Provisional Redemption, the Company shall make an additional payment in cash (the "Make-Whole Payment") in cash or, at the election of the Company upon satisfaction of the conditions in Section 3.12 of the Indenture, in Common Stock or a combination of cash and Common Stock, as specified in the notice of redemption, with respect to the Notes Securities called for redemption to holders on the Notice Date in an amount equal to $[__] 137.93 per $1,000 aggregate principal amount of Notesthe Securities, less the amount of any interest actually paid or accrued and unpaid since the Issue Date on each $1,000 aggregate principal amount of Notes so redeemed (including any Predecessor Notes) such Securities prior to the Redemption Notice Date. The Company shall make the Make-Whole Payment on all Notes Securities called for Provisional Redemption, including any Notes those Securities converted into Common Stock pursuant to the terms of this Indenture after between the Notice Date and prior to the Redemption Date. For purposes of this paragraph, the payments made in Common Stock will be determined by the Company and each share of Common Stock to be delivered shall be valued at an amount equal to 95% of the average of the Closing Price Per Share of the Common Stock for the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the Provisional Redemption Date.

Provisional Redemption. Prior The Company shall have the right, at the Company's option, at any time, and from time to [____]time, 2005on a Redemption Date on or after June 15, if the Closing Price 2007, to redeem (a "PROVISIONAL REDEMPTION") all or any part of the Common Stock shall have exceeded 150% Securities at a price equal to the "REDEMPTION PRICE" (as defined below) plus the Make-Whole Payment (as defined below) if: (A) for each of the Conversion Price then in effect for at least 20 twenty (20) Trading Days in any consecutive thirty (30-day ) Trading Day period Days ending on on, and including, the Trading Day prior to immediately preceding the date (the "NOTICE DATE") of mailing of the notice of Provisional Redemption pursuant to Section 3.03 of the Indenture (the "Notice Date"), the Company may redeem the Notes ("Provisional Redemption"), as provided in whole or from time to time in part, upon not more than 30 nor more than 60 days' notice prior to the Redemption Date, at a Redemption Price equal to the principal amount of the Notes to be redeemed plus accrued and unpaid interest, if any, to the Redemption Date. Upon any such Provisional Redemption, the Company shall make an additional payment (the "Make-Whole Payment") in cash or, at the election of the Company upon satisfaction of the conditions in Section 3.12 SECTION 3.4 of the Indenture, the Closing Sale Price exceeds two hundred percent (200%) of the Conversion Price in effect on such Trading Day; and (B) on the Redemption Date and for a period of at least thirty (30) days thereafter, a registration statement covering the Securities and the shares of Common Stock issuable upon conversion of the Securities is effective and available for use; and (C) no continuing Default or Event of Default exists that has not been cured or waived, in accordance herewith, on or before such Redemption Date. If redeemed during the twelve (12) month period commencing on June 15 of the years set forth below, the "REDEMPTION PRICE" shall be (expressed as a combination percentage of cash principal amount): YEAR REDEMPTION PRICE ---- ---------------- 2007 104.50% 2008 and Common Stock, as specified in the notice of redemption, thereafter 102.25% The "MAKE-WHOLE PAYMENT" with respect to the Notes called for redemption a Security subject to holders a Provisional Redemption on the Notice a Redemption Date in shall mean an amount equal to $[__] per $1,000 aggregate principal amount the sum of: (a) fifty percent (50%) of Notesall remaining scheduled interest payments on such Security from, less and including, such Redemption Date through the Maturity date; (b) any defaulted interest that the Company shall have failed to pay with respect to such Security on or prior to such Redemption date, including any unpaid interest that has accrued, in accordance with SECTION 2.12 of the Indenture, to, and including, such Redemption Date on any such defaulted interest; (c) any unpaid additional interest that has accrued with respect to such Security to, but excluding, such Redemption Date. As soon as practicable after the time the amount of any interest actually paid or accrued and unpaid since the Issue Date on each $1,000 aggregate principal amount of Notes so redeemed (including any Predecessor Notes) prior to the Redemption Date. The Company shall make the Make-Whole Payment shall have been calculated, but no later than the second (2nd) Business Day immediately preceding such Redemption Date, the Company shall publicly disseminate the amount of the Make-Whole Payment in a press release or publish it on the Company's website. The Make-Whole Payment shall be paid by the Company on all Notes Securities called for Provisional Redemption, including including, without limitation, any Notes Securities that have been converted into shares of Common Stock pursuant to the terms of this Indenture on or after the Notice Date and prior before such Redemption Date. In no event shall the Make-Whole Payment with respect to a Security that is called for Provisional Redemption be reduced by any amount of accrued and unpaid interest; provided, however, that in the event such Redemption Date is an interest payment date, then the Make-Whole Payment shall be reduced by any accrued and unpaid interest to, but excluding, the Redemption Date. For purposes of this paragraph, the payments made in Common Stock will which accrued and unpaid interest shall instead be determined paid by the Company and each share on the Redemption Date to the Holder of record of such Security at the close of business on the record date for such interest payment. In no event shall a Holder that has converted, in accordance herewith, such Holder's Security into shares of Common Stock, which Security has been called for Provisional Redemption, be required to surrender any such shares of Common Stock in order to be delivered shall be valued at an amount equal entitled to 95% of receive the average of the Closing Price Per Share of the Common Stock for the five consecutive Trading Days immediately preceding and including the third Trading Day prior Make-Whole Payment with respect to the Redemption Datesuch Security.

Provisional Redemption. Prior Any time prior to [____]October 17, 20052004, the Company may, at its option, redeem the Notes in whole or in part on any date from time to time, upon notice as set forth in Section 3.05, at a redemption price equal to $1,000 per $1,000 principal amount of the Notes redeemed plus accrued and unpaid interest, if any (such amount, together with the Make-Whole Payment described below, the "Provisional Redemption Price"), to but excluding the date of redemption (the "Provisional Redemption Date") if (i) the Closing Price of the Common Stock shall have has exceeded 150% of the Conversion Price (as defined in Article 10 and as such may be adjusted from time to time) then in effect for at least 20 Trading Days in any consecutive 30-day Trading Day period ending on the Trading Day prior to the date of mailing of the provisional notice of Provisional Redemption redemption pursuant to Section 3.03 of the Indenture 3.05 (the "Notice Date")) and (ii) during the period that the Company is obligated, under the Registration Rights Agreement, to keep a registration statement covering resales of the Notes and the Common Stock issuable upon conversion thereof effective, such registration statement is effective (the "Registration Period") and available for use as of, and including, the Company may redeem Notice Date through and including the Notes Provisional Redemption Date provided that this date is within the Registration Period (such redemption, a "Provisional Redemption"), in whole or from time to time in part, upon not more than 30 nor more than 60 days' notice prior to the Redemption Date, at a Redemption Price equal to the principal amount of the Notes to be redeemed plus accrued and unpaid interest, if any, to the Redemption Date. Upon any such Provisional Redemption, the Company shall make an additional payment (the "Make-Whole Payment") in cash or, at the election of the Company upon satisfaction of the conditions in Section 3.12 of the Indenture, in Common Stock or a combination of cash and Common Stock, as specified in the notice of redemption, with respect to the Notes called for redemption to holders Holders on the Notice Date in an amount equal to $[__] 165 per $1,000 aggregate principal amount of Notes, the Notes less the amount of any interest actually paid or accrued and unpaid since the Issue Date on each $1,000 aggregate principal amount of such Notes so redeemed (including any Predecessor Notes) prior to or on the Provisional Redemption Date. The Company shall make the Make-Whole Payment on all Notes called for Provisional Redemption, including any those Notes converted into Common Stock pursuant to the terms of this Indenture after between the Notice Date and prior to the Redemption Date. For purposes of this paragraph, the payments made in Common Stock will be determined by the Company and each share of Common Stock to be delivered shall be valued at an amount equal to 95% of the average of the Closing Price Per Share of the Common Stock for the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the Provisional Redemption Date.

Provisional Redemption. Prior The Notes may be redeemed at the election of the Company, as a whole or from time to [____]time in part on any date, upon not less than 30 nor more than 60 days' notice to the Trustee, at any time prior to February 1, 2005, at a Redemption Price equal to $1,000 per $1,000 principal amount of the Notes plus accrued and unpaid interest, if any, to but excluding the Provisional Redemption Date if (i) the Closing Price of the Common Stock shall have has exceeded 150% of the Conversion Price then in effect for at least 20 Trading Days in any within a period of 30 consecutive 30-day Trading Day period Days ending on the Trading Day prior to the date mailing of Notice Date and (ii) during the notice of Provisional Redemption pursuant to Section 3.03 of the Indenture (the "Notice Date"), period that the Company may redeem is obligated, under the Notes ("Provisional Redemption")Registration Rights Agreement, in whole or from time to time in part, upon not more than 30 nor more than 60 days' notice prior to the Redemption Date, at keep a Redemption Price equal to the principal amount registration statement covering resales of the Notes to and the Common Stock issuable upon conversion thereof effective, such registration statement is effective and available for use as of, and including, the Notice Date through and including the Provisional Redemption Date. If a Provisional Redemption Date is an Interest Payment Date, the semi-annual payment will be redeemed plus accrued and unpaid interest, if any, payable to the holder of record as of the relevant Regular Record Date, and the Redemption DatePrice will not include such semi-annual interest payment. Upon any such Provisional Redemption, the Company shall make an additional payment (the "Make-Whole Payment") in cash or, at the election of the Company upon satisfaction of the conditions in Section 3.12 of the Indenture, in Common Stock or a combination of cash and Common Stock, as specified in the notice of redemption, Payment with respect to the Notes called for redemption to holders Holders on the Notice Date in an amount equal to $[__] 120 per $1,000 aggregate principal amount of Notesthe Notes to be redeemed, less the A-1-5 amount of any interest actually paid or accrued and unpaid since the Issue Date on each $1,000 aggregate principal amount of such Notes so redeemed (including any Predecessor Notes) prior to or on the Provisional Redemption Date. The Make-Whole payment is payable in cash. The Company shall make the Make-Whole Payment on all Notes called for Provisional Redemption, including any those Notes converted into Common Stock pursuant to the terms of this Indenture after the Notice Date and prior to before the Redemption Date. For purposes of this paragraph, the payments made in Common Stock will be determined by the Company and each share of Common Stock to be delivered shall be valued at an amount equal to 95% of the average of the Closing Price Per Share of the Common Stock for the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the Provisional Redemption Date.

Provisional Redemption. Prior The Company may redeem for cash the Securities, in whole or in part, at any time prior to [____]September 15, 20052014 at the Redemption Price plus the Make-Whole Payment, if (i) the Closing Sale Price of the Common Stock Ordinary Shares shall have exceeded 150140% of the then applicable Conversion Price then in effect for at least 20 Trading Days trading days in any consecutive 30-30 trading day Trading Day period ending on the Trading Day trading day prior to the date of mailing of the notice of Provisional Redemption redemption pursuant to Section 3.03 of the Indenture (the "“Notice Date"), the Company may redeem ”) and (ii) a shelf registration statement covering resales of the Notes ("Provisional Redemption"), in whole or from time and the Ordinary Shares is effective and available for use and is expected to time in part, upon not more than remain effective and available for use for the 30 nor more than 60 days' notice prior to days following the Redemption Date, at unless registration is no longer required. Any such redemption is a Redemption Price equal to the principal amount of the Notes to be redeemed plus accrued and unpaid interest, if any, to the Redemption Date. “Provisional Redemption.” Upon any such Provisional Redemption, the Company shall make pay to the Holder tendering Securities called for redemption, an additional payment (the "Make-“Make Whole Payment"”) in cash or, at the election of the Company upon satisfaction of the conditions in Section 3.12 of the Indenture, in Common Stock or a combination of cash and Common Stock, as specified in the notice of redemption, with respect to the Notes called for redemption to holders on the Notice Date such redeemed Securities in an amount equal to $[__] 396.67 per $1,000 aggregate principal amount Principal Amount of NotesSecurities, less minus the amount of any interest actually paid or accrued and unpaid since on the Issue Date on each $1,000 aggregate principal amount of Notes so redeemed (including any Predecessor Notes) Security prior to the Redemption Date. The Company shall make the Make-Make Whole Payment will be made on all Notes Securities called for Provisional Redemption, including any Notes Securities that are converted into Common Stock pursuant to the terms of this Indenture Article 10 after the date the Notice Date and prior of Redemption is mailed. Pursuant to the Redemption Date. For purposes of this paragraphSection 3.9 hereof, the payments made Make Whole Payment may be made, in Common Stock will be determined by whole or in part, at the Company and each share of Common Stock to be delivered shall be valued at an amount equal to 95% election of the average Company, in cash or Ordinary Shares or any combination of the Closing Price Per Share of the Common Stock for the five consecutive Trading Days immediately preceding cash and including the third Trading Day prior to the Redemption DateOrdinary Shares.

Provisional Redemption. (a) Prior to [____]____, 2005, if the Closing Price of the Common Stock shall have exceeded 150% of the Conversion Price then in effect for at least 20 Trading Days in any consecutive 30-day Trading Day period ending on the Trading Day prior to the date mailing of the notice of Provisional Redemption pursuant to Section 3.03 of the Indenture (the "Notice Date"), the Company may redeem the Notes ("Provisional Redemption"), in whole or from time to time in part, upon not more less than 30 nor more than 60 days' notice prior to the Redemption Date, at a Redemption Price equal to the principal amount of the Notes to be redeemed plus accrued and unpaid interest, if any, to the Redemption Date. Upon any such Provisional Redemption, the Company shall make an additional payment (the "Make-Whole Payment") in cash or, at the election of the Company upon satisfaction of the conditions in Section 3.12 of the Indenture3.12, in Common Stock or a combination of cash and Common Stock, as specified in the notice of redemption, with respect to the Notes called for redemption to holders Holders on the Notice Date in an amount equal to $[__] _ per $1,000 aggregate principal amount of Notes, less the amount of any interest actually paid or accrued and unpaid since the Issue Date on each $1,000 aggregate principal amount of Notes so redeemed (including any Predecessor predecessor Notes) prior to the Redemption Date. The Company shall make the Make-Whole Payment on all Notes called for Provisional Redemption, including any Notes converted into Common Stock pursuant to the terms of this Indenture after the Notice Date and prior to the Redemption Date. For purposes of this paragraph, the payments made in Common Stock will be determined by the Company and each share of Common Stock to be delivered shall be valued at an amount equal to 95% of the average of the Closing Price Per Share of the Common Stock for the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the Redemption Date.