Common use of Subject to and upon Clause in Contracts

Subject to and upon. compliance with the provisions of the Indenture, the Holder of this Note is entitled, at his, her or its option, at any time on or after 9:00 a.m. New York City time on July 30, 1996 and before the close of business on the Business Day next preceding the Redemption Date, or in case this Note or a portion hereof is called for redemption, then in respect of this Note or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption) not after, the close of business on the Business Day next preceding the Redemption Date, to convert this Note at the principal amount hereof, or of such portion, in to fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock of the Company at a conversion price equal to $6.90 per share of such Common Stock (or in each case at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender of this Note, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to the Indenture, accompanied by written notice to the Company in the form provided in this Note (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Note and, in case such surrender shall be made during the period from the close of business on any regular Record Date next preceding any Interest Payment Date or the close of business on a record date for the payment of a Reset Penalty to the close of business on such Interest Payment Date or the Reset Penalty Payment Date, as applicable, (unless this Note or the portion thereof being converted has been called for redemption on a Redemption Date within such period), also accompanied by payment in New York Clearing House funds, or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being converted and/or any Reset Penalty due. Subject to the aforesaid requirement for payment and, in the case of a conversion after the regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Note (or any Predecessor Security) of record at such regular record date to receive an installment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share the Company shall pay a cash adjustment as provided in the Indenture. On December 1, 1996 (the "Reset Date"), the conversion price will be adjusted (the "Conversion Reset") to equal (x) the product of (i) the average of the high and low prices on the Nasdaq National Market, or the consolidated transaction reporting tape in the event that the Common Stock of the Company is not then traded on the Nasdaq National Market, and (ii) the amount of Common Stock of the Company reported as being traded on that day, for each Trading Day of the 30 calendar days preceding the Reset Date (the "Conversion Reset Period"), divided by the total number of shares of Common Stock of the Company traded over the Conversion Reset Period, then multiplied by (y) 115% (the

Subject to and upon. compliance with the provisions of the Indenture, the Holder of this Note Securities is entitled, at his, her or its such Holder's option, at any time on or after 9:00 a.m. New York City time on July 30, 1996 and before the close of business on the Business Day next immediately preceding April 15, 2008, to convert the Holder's Securities (or any portion of the principal amount hereof which is an integral multiple of $1,000), at the principal amount thereof or of such portion, into duly authorized, fully paid and nonassessable shares of common stock of the Company at the Conversion Price in effect at the time of conversion. In the case of a Security (or a portion thereof) called for redemption, such conversion right in respect of the Security (or such portion thereof) so called, shall expire at the close of business on the second Business Day preceding the Redemption Date, or in case this Note or a portion hereof is called for redemption, then in respect of this Note or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption. In the case of a Change of Control for which the Holder exercises its Repurchase Right with respect to a Security (or a portion thereof), such conversion right in respect of the Security (or portion thereof) not after, shall expire at the close of business on the Business Day next preceding the Redemption Repurchase Date, to convert this Note at the principal amount hereof, or of such portion, in to fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock of the Company at a conversion price . The Conversion Price shall be initially equal to $6.90 28.00 per share of such Common Stock (or in each case at the current common stock. The Conversion Price shall be adjusted conversion price if an adjustment has been made under certain circumstances as provided in the Indenture. To exercise the conversion right, the Holder must surrender the Security (or portion thereof) by surrender of this Note, duly endorsed or assigned to the Company or in blank, to at the Company at its office or agency maintained for that purpose pursuant to of the IndentureConversion Agent, accompanied by written a duly signed conversion notice to the Company in the form provided in this Note (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Note and, in case such surrender shall be made . Any Security surrendered for conversion during the period from the close of business on any regular Regular Record Date next preceding any to the opening of business on the corresponding Interest Payment Date or the close of business on a record date for the payment of a Reset Penalty (other than any Security whose Maturity is prior to the close of business on such Interest Payment Date or the Reset Penalty Payment Date, as applicable, (unless this Note or the portion thereof being converted has been called for redemption on a Redemption Date within such period), shall also be accompanied by payment in New York Clearing House funds, funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then the Securities being converted and/or any Reset Penalty due. Subject to the aforesaid requirement surrendered for payment and, in the case of a conversion after the regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Note (or any Predecessor Security) of record at such regular record date to receive an installment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares common stock will be issued on conversion, but instead upon conversion of any Securities. Instead of any fractional share shares which would otherwise be issued upon conversion of such Securities, the Company shall pay a cash adjustment as provided in the Indenture. On December 1, 1996 (the "Reset Date"), the conversion price will be adjusted (the "Conversion Reset") to equal (x) the product of (i) the average of the high and low prices on the Nasdaq National Market, or the consolidated transaction reporting tape in the event that the Common Stock of the Company is not then traded on the Nasdaq National Market, and (ii) the amount of Common Stock of the Company reported as being traded on that day, for each Trading Day of the 30 calendar days preceding the Reset Date (the "Conversion Reset Period"), divided by the total number of shares of Common Stock of the Company traded over the Conversion Reset Period, then multiplied by (y) 115% (the.

Subject to and upon. compliance with the provisions of the Indenture, the Holder of this Note Securities is entitled, at his, her or its such Holder's option, at any time on or after 9:00 a.m. New York City time on July 30, 1996 and before the close of business on February 15, 2007, to convert the Holder's Securities (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at the principal amount thereof or of such portion, into duly authorized, fully paid and nonassessable shares of Common Stock of the Company at the Conversion Price in effect at the time of conversion. In the case of a Security (or a portion thereof) called for redemption, such conversion right in respect of the Security (or such portion thereof) so called, shall expire at the close of business on the second Business Day next preceding the Redemption Date, or in case this Note or a portion hereof is called for redemption, then in respect of this Note or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption. In the case of a Change of Control for which the Holder exercises its Repurchase Right with respect to a Security (or a portion thereof), such conversion right in respect of the Security (or portion thereof) not after, shall expire at the close of business on the Business Day next preceding the Redemption Repurchase Date, to convert this Note at the principal amount hereof, or of such portion, in to fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock of the Company at a conversion price . The Conversion Price shall be initially equal to $6.90 49.7913 per share of such Common Stock (or in each case at the current Stock. The Conversion Price shall be adjusted conversion price if an adjustment has been made under certain circumstances as provided in the Indenture. To exercise the conversion right, the Holder must surrender the Security (or portion thereof) by surrender of this Note, duly endorsed or assigned to the Company or in blank, to at the Company at its office or agency maintained for that purpose pursuant to of the IndentureConversion Agent, accompanied by written a duly signed conversion notice to the Company in the form provided in this Note (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Note and, in case such surrender shall be made . Any Security surrendered for conversion during the period from the close of business on any regular Regular Record Date next preceding any to the opening of business on the corresponding Interest Payment Date or the close of business on a record date for the payment of a Reset Penalty (other than any Security whose Maturity is prior to the close of business on such Interest Payment Date or the Reset Penalty Payment Date, as applicable, (unless this Note or the portion thereof being converted has been called for redemption on a Redemption Date within such period), shall also be accompanied by payment in New York Clearing House funds, funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then the Securities being converted and/or any Reset Penalty due. Subject to the aforesaid requirement surrendered for payment and, in the case of a conversion after the regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Note (or any Predecessor Security) of record at such regular record date to receive an installment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares Common Stock will be issued on conversion, but instead upon conversion of any Securities. Instead of any fractional share of Common Stock which would otherwise be issued upon conversion of such Securities, the Company shall pay a cash adjustment as provided in the Indenture. On December 1, 1996 (the "Reset Date"), the conversion price will be adjusted (the "Conversion Reset") to equal (x) the product of (i) the average of the high and low prices on the Nasdaq National Market, or the consolidated transaction reporting tape in the event that the Common Stock of the Company is not then traded on the Nasdaq National Market, and (ii) the amount of Common Stock of the Company reported as being traded on that day, for each Trading Day of the 30 calendar days preceding the Reset Date (the "Conversion Reset Period"), divided by the total number of shares of Common Stock of the Company traded over the Conversion Reset Period, then multiplied by (y) 115% (the.

Subject to and upon. compliance with the provisions of the Indenture, the Holder of this Note Securities is entitled, at his, her or its such Holder's option, at any time on or after 9:00 a.m. New York City time on July 30, 1996 and before the close of business on October 17, 2007, to convert the Holder's Securities (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at the principal amount thereof or of such portion, into duly authorized, fully paid and nonassessable shares of Common Stock of the Company at the Conversion Price in effect at the time of conversion. In the case of a Security (or a portion thereof) called for redemption, such conversion right in respect of the Security (or such portion thereof) so called, shall expire at the close of business on the second Business Day next preceding the Redemption Date, or in case this Note or a portion hereof is called for redemption, then in respect of this Note or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption. In the case of a Change of Control for which the Holder exercises its Repurchase Right with respect to a Security (or a portion thereof), such conversion right in respect of the Security (or portion thereof) not after, shall expire at the close of business on the Business Day next preceding the Redemption Repurchase Date, to convert this Note at the principal amount hereof, or of such portion, in to fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock of the Company at a conversion price . The Conversion Price shall be initially equal to $6.90 50.46 per share of such Common Stock (or in each case at the current Stock. The Conversion Price shall be adjusted conversion price if an adjustment has been made under certain circumstances as provided in the Indenture. To exercise the conversion right, the Holder must surrender the Security (or portion thereof) by surrender of this Note, duly endorsed or assigned to the Company or in blank, to at the Company at its office or agency maintained for that purpose pursuant to of the IndentureConversion Agent, accompanied by written a duly signed conversion notice to the Company in the form provided in this Note (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Note and, in case such surrender shall be made . Any Security surrendered for conversion during the period from the close of business on any regular Regular Record Date next preceding any to the opening of business on the corresponding Interest Payment Date or the close of business on a record date for the payment of a Reset Penalty (other than any Security whose Maturity is prior to the close of business on such Interest Payment Date or the Reset Penalty Payment Date, as applicable, (unless this Note or the portion thereof being converted has been called for redemption on a Redemption Date within such period), shall also be accompanied by payment in New York Clearing House funds, funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then the Securities being converted and/or any Reset Penalty due. Subject to the aforesaid requirement surrendered for payment and, in the case of a conversion after the regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Note (or any Predecessor Security) of record at such regular record date to receive an installment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares Common Stock will be issued on conversion, but instead upon conversion of any Securities. Instead of any fractional share of Common Stock which would otherwise be issued upon conversion of such Securities, the Company shall pay a cash adjustment as provided in the Indenture. On December 1, 1996 (the "Reset Date"), the conversion price will be adjusted (the "Conversion Reset") to equal (x) the product of (i) the average of the high and low prices on the Nasdaq National Market, or the consolidated transaction reporting tape in the event that the Common Stock of the Company is not then traded on the Nasdaq National Market, and (ii) the amount of Common Stock of the Company reported as being traded on that day, for each Trading Day of the 30 calendar days preceding the Reset Date (the "Conversion Reset Period"), divided by the total number of shares of Common Stock of the Company traded over the Conversion Reset Period, then multiplied by (y) 115% (the.

Subject to and upon. compliance with the provisions of the Indenture, the Holder of this Note Securities is entitled, at his, her or its such Holder's option, at any time on or after 9:00 a.m. New York City time on July 30, 1996 and before the close of business on February 8, 2007, to convert the Holder's Securities (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at the principal amount thereof or of such portion, into duly authorized, fully paid and nonassessable shares of Common Stock of the Company at the Conversion Price in effect at the time of conversion. In the case of a Security (or a portion thereof) called for redemption, such conversion right in respect of the Security (or such portion thereof) so called, shall expire at the close of business on the second Business Day next preceding the Redemption Date, or in case this Note or a portion hereof is called for redemption, then in respect of this Note or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption. In the case of a Change of Control for which the Holder exercises its Repurchase Right with respect to a Security (or a portion thereof), such conversion right in respect of the Security (or portion thereof) not after, shall expire at the close of business on the Business Day next preceding the Redemption Repurchase Date, to convert this Note at the principal amount hereof, or of such portion, in to fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock of the Company at a conversion price . The Conversion Price shall be initially equal to $6.90 76.71 per share of such Common Stock (or in each case at the current Stock. The Conversion Price shall be adjusted conversion price if an adjustment has been made under certain circumstances as provided in the Indenture. To exercise the conversion right, the Holder must surrender the Security (or portion thereof) by surrender of this Note, duly endorsed or assigned to the Company or in blank, to at the Company at its office or agency maintained for that purpose pursuant to of the IndentureConversion Agent, accompanied by written a duly signed conversion notice to the Company in the form provided in this Note (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Note and, in case such surrender shall be made . Any Security surrendered for conversion during the period from the close of business on any regular Regular Record Date next preceding any to the opening of business on the corresponding Interest Payment Date or the close of business on a record date for the payment of a Reset Penalty (other than any Security whose Maturity is prior to the close of business on such Interest Payment Date or the Reset Penalty Payment Date, as applicable, (unless this Note or the portion thereof being converted has been called for redemption on a Redemption Date within such period), shall also be accompanied by payment in New York Clearing House funds, funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then the Securities being converted and/or any Reset Penalty due. Subject to the aforesaid requirement surrendered for payment and, in the case of a conversion after the regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Note (or any Predecessor Security) of record at such regular record date to receive an installment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares Common Stock will be issued on conversion, but instead upon conversion of any Securities. Instead of any fractional share of Common Stock which would otherwise be issued upon conversion of such Securities, the Company shall pay a cash adjustment as provided in the Indenture. On December 1, 1996 (the "Reset Date"), the conversion price will be adjusted (the "Conversion Reset") to equal (x) the product of (i) the average of the high and low prices on the Nasdaq National Market, or the consolidated transaction reporting tape in the event that the Common Stock of the Company is not then traded on the Nasdaq National Market, and (ii) the amount of Common Stock of the Company reported as being traded on that day, for each Trading Day of the 30 calendar days preceding the Reset Date (the "Conversion Reset Period"), divided by the total number of shares of Common Stock of the Company traded over the Conversion Reset Period, then multiplied by (y) 115% (the.

Subject to and upon. compliance with the provisions of the Indenture, the Holder of this Note is entitledSecurity has the right, at his, her or its option, at any time on or after 9:00 a.m. New York City time on July following January 30, 1996 2000 and before prior to the close of business on the Business Day next immediately preceding the Redemption DateJanuary 31, 2004, or in case this Note Security (or a portion hereof hereof) is called for redemptionredemption or the Company has made a Change of Control Purchase Offer, then in respect of this Note Security (or such portion hereof hereof) until and including, including but (unless the Company defaults in making the payment due upon redemptionredemption or the consummation of the Change of Control Offer, as the case may be) not after, the close of business on the Business Day next immediately preceding the corresponding Redemption Date or the Change of Control Purchase Date, as the case may be, to convert this Note Security (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at the initial Conversion Price of $19.1475 per share, subject to adjustment as provided in Article Thirteen of the Indenture. The number of shares of Common Stock issuable upon conversion of this Security is determined by dividing the principal amount hereof, or of such portionportion being converted, by the Conversion Price in to fully paid effect on the Conversion Date. To convert this Security (or any portion hereof), the Holder must surrender this Security and non-assessable shares (calculated as to each conversion to satisfy the nearest 1/100th of a share) of Common Stock other requirements set forth in Section 1302 of the Company at a conversion price equal to $6.90 per share of such Common Stock (or in each case at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender of this Note, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to the Indenture, accompanied by written notice to the Company in the form provided in this Note (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Note and, in . In case such surrender shall be made during the period from the close of business on any regular Regular Record Date to the opening of business on the next preceding any succeeding Interest Payment Date or the close of business on a record date for the payment of a Reset Penalty to the close of business on such Interest Payment Date or the Reset Penalty Payment Date, as applicable, (unless this Note Security or the portion thereof hereof being converted has been called for redemption on a Redemption Date or repurchase on a Change of Control Purchase Date within such period between and including such Regular Record Date and such Interest Payment Date and, as a result, the right to convert would terminate during such period), also the Security shall be accompanied by payment in New York Clearing House funds, Funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being converted and/or any Reset Penalty dueconverted. Subject to the aforesaid requirement for payment of interest and, in the case of a conversion after the regular close of business on any Regular Record Date next preceding any Interest Payment Date and on or before such the next succeeding Interest Payment Date, to the right of the Holder of this Note Security (or any Predecessor Security) of record at such regular record date Regular Record Date to receive an installment of interest (with certain exceptions provided in the Indenture)interest, no payment or adjustment is to be made upon on conversion on account of any for interest accrued hereon or on account of any dividends on the Common Stock issued upon on conversion. No fractional fractions of shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share interest the Company shall pay a cash adjustment or round up to the next higher whole share as provided in Article Thirteen of the Indenture. On December 1, 1996 (The Conversion Price is subject to adjustment as provided in Article Thirteen of the "Reset Date")Indenture. In addition, the conversion price will be adjusted (the "Conversion Reset") Indenture provides that in case of certain reclassifications, consolidations, mergers, sales or transfers of assets or other transactions pursuant to equal (x) the product of (i) the average of the high and low prices on the Nasdaq National Market, or the consolidated transaction reporting tape in the event that which the Common Stock of is converted into the Company is not then traded on right to receive other securities, cash or other property, the Nasdaq National Market, and (ii) the amount of Common Stock of the Company reported as being traded on that day, for each Trading Day of the 30 calendar days preceding the Reset Date (the "Conversion Reset Period"), divided by the total number of right to convert this Security into shares of Common Stock of may be changed, as set forth in the Company traded over the Conversion Reset PeriodIndenture, then multiplied by (y) 115% (theinto a right to convert it into securities, cash or other property.

Subject to and upon. compliance with the provisions of the Indenture, the Holder of this Note Securities is entitled, at his, her or its such Holder's option, at any time before the close of business on March 14, 2007 to convert the Holder's Securities (or after 9:00 a.m. New York City any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at the principal amount thereof or of such portion, into duly authorized, fully paid and nonassessable shares of Common Stock of the Company at the Conversion Price in effect at the time on July 30of conversion. In the case of a Security (or a portion thereof) is called for redemption, 1996 and before such conversion right in respect of the Security (or such portion thereof) so called, shall expire at the close of business on the Business Day next immediately preceding the Redemption Date, or in case this Note or a portion hereof is called for redemption, then in respect of this Note or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption. In the case of a Change of Control for which the Holder exercises its Repurchase Right in respect of a Security (or a portion thereof), such conversion right in respect of the Security (or portion thereof) not after, shall expire at the close of business on the Business Day next immediately preceding the Redemption Repurchase Date, to convert this Note at the principal amount hereof, or of such portion, in to fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock of the Company at a conversion price . The Conversion Price shall be initially equal to $6.90 80.64 per share of such Common Stock (or in each case at the current Stock. The Conversion Price shall be adjusted conversion price if an adjustment has been made under certain circumstances as provided in the Indenture. To exercise the conversion right, the Holder must surrender the Security (or portion thereof) by surrender of this Note, duly endorsed or assigned to the Company or in blank, to at the Company at its office or agency maintained for that purpose pursuant to of the IndentureConversion Agent, accompanied by written a duly signed conversion notice to the Company in the form provided in this Note (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Note and, in case such surrender shall be made . Any Security surrendered for conversion during the period from between the close of business on any regular Regular Record Date next preceding any to the opening of business on the corresponding Interest Payment Date or the close of business on a record date for the payment of a Reset Penalty (other than any Security whose Maturity is prior to the close of business on such Interest Payment Date or the Reset Penalty Payment Date, as applicable, (unless this Note or the portion thereof being converted has been called for redemption on a Redemption Date within such period), also shall be accompanied by payment in New York Clearing House funds, funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date by the Company on the principal amount of this the Security then being converted and/or surrendered for conversion. Notwithstanding the foregoing, any Reset Penalty due. Subject such Holder which surrenders for conversion any Security which has been called for redemption by the Company in a notice of redemption given by the Company pursuant to Section 10.5 hereof (whether the aforesaid requirement Redemption Date for payment and, in the case of a conversion after the regular Record Date next preceding any such Security is on such Interest Payment Date and on or before such Interest Payment Date, otherwise) need not pay the Company an amount equal to the right of the Holder of this Note (or any Predecessor Security) of record at such regular record date to receive an installment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon principal amount of such Security so converted at the time such Holder surrenders such Security for conversion. No fractional shares or scrip representing fractions of shares Common Stock will be issued on conversion, but instead upon conversion of any Securities. Instead of any fractional share of Common Stock which would otherwise be issued upon conversion of such Securities, the Company shall pay a cash adjustment as provided in the Indenture. On December 1, 1996 (the "Reset Date"), the conversion price will be adjusted (the "Conversion Reset") to equal (x) the product of (i) the average of the high and low prices on the Nasdaq National Market, or the consolidated transaction reporting tape in the event that the Common Stock of the Company is not then traded on the Nasdaq National Market, and (ii) the amount of Common Stock of the Company reported as being traded on that day, for each Trading Day of the 30 calendar days preceding the Reset Date (the "Conversion Reset Period"), divided by the total number of shares of Common Stock of the Company traded over the Conversion Reset Period, then multiplied by (y) 115% (the.

Subject to and upon. compliance with the provisions of the Indenture, the Holder of this Note Security is entitled, at his, her or its his option, at any time on or after 9:00 a.m. New York City time on July 30, 1996 and before the close of business on the Business Day next immediately preceding the Redemption DateMarch 31, 2004, or in case this Note Security or a portion hereof is called for redemption, then in respect of this Note Security or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemptionredemption or repurchase) not after, the close of business on the Business Day next immediately preceding the Redemption Date or Repurchase Date, as the case may be, to convert this Note Security (or any portion of the principal amount hereof which is U.S.$1,000 or an integral multiple thereof), at the principal amount hereof, or of such portion, in to into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock of the Company at a conversion price equal to $6.90 per U.S.$23.70 aggregate principal amount of Securities for each share of such Common Stock (or in each case at the current adjusted conversion price if an adjustment has been made as provided in Article XIII of the Indenture) by surrender of this NoteSecurity, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to in the IndentureBorough of Manhattan, The City of New York or San Francisco, California accompanied by written the conversion notice to the Company in the form provided in this Note (or such other notice as is acceptable to the Company) that hereon executed by the Holder hereof elects evidencing such Holder's election to convert this Note Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, and, in case such surrender shall be made during the period from the close of business on any regular Regular Record Date next preceding any to the opening of business on the corresponding Interest Payment Date or the close of business on a record date for the payment of a Reset Penalty to the close of business on such Interest Payment Date or the Reset Penalty Payment Date, as applicable, (unless this Note Security or the portion thereof hereof being converted has been called for redemption on a Redemption Date within such periodperiod between and including such Regular Record Date and such Interest Payment Date), also accompanied by payment in New York Clearing House funds, or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being converted and/or any Reset Penalty dueconverted. Subject to the aforesaid requirement for payment of interest and, in the case of a conversion after the regular close of business on any Regular Record Date next preceding any Interest Payment Date and on or before such the corresponding Interest Payment Date, to the right of the Holder of this Note Security (or any Predecessor Security) of record at such regular record date Regular Record Date to receive an installment of interest (with certain exceptions provided in even if the IndentureSecurity has been called for redemption on a Redemption Date within such period), no payment or adjustment is to be made upon on conversion on account of any for interest accrued hereon or on account of any for dividends on the Common Stock issued upon on conversion. No fractional fractions of shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share interest the Company shall pay a cash adjustment or round up to the next higher whole share as provided in Article XIII of the Indenture. On December 1, 1996 (The conversion price is subject to adjustment as provided in Article XIII of the "Reset Date")Indenture. In addition, the conversion price will be adjusted (the "Conversion Reset") Indenture provides that in case of certain reclassifications, consolidations, mergers, sales or transfers of assets or other transactions pursuant to equal (x) the product of (i) the average of the high and low prices on the Nasdaq National Market, or the consolidated transaction reporting tape in the event that which the Common Stock is converted into the right to receive other securities, cash or other property, the Indenture shall be amended, without the consent of any Holders of Securities, so that this Security, if then outstanding, will be convertible thereafter, during the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the transaction by a holder of the Company is not then traded on the Nasdaq National Market, and (ii) the amount of Common Stock of the Company reported as being traded on that day, for each Trading Day of the 30 calendar days preceding the Reset Date (the "Conversion Reset Period"), divided by the total number of shares of Common Stock into which this Security might have been converted immediately prior to such transaction (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares). The Company will furnish to any Holder, upon request and without charge, copies of the Certificate of Incorporation and By-laws of the Company traded over then in effect. Any such request may be addressed to the Conversion Reset PeriodCompany or to the Security Registrar. The Securities are subject to redemption upon not less than 20 days or more than 60 days notice by mail, then multiplied by at any time on or after April 4, 2000, as a whole or in part, at the election of the Company, at the following Redemption Prices (y) 115expressed as percentages of the principal amount), if redeemed during the 12-month period beginning on April 4 of the years indicated, Redemption Year Price ---- ----------- 2000 . . . . . . . . . . . . . . 103.375% (the2001 . . . . . . . . . . . . . . 102.250% 2002 . . . . . . . . . . . . . . 101.125%

Subject to and upon. compliance with the provisions of the Indenture, the Holder of this Note Securities is entitled, at his, her or its such Holder's option, at any time on or after 9:00 a.m. New York City time on July 30, 1996 and before the close of business on March 1, 2007 to convert the Holder's Securities (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at the principal amount thereof or of such portion, into duly authorized, fully paid and nonassessable shares of Common Stock of the Company at the Conversion Price in effect at the time of conversion. In the case of a Security (or a portion thereof) is called for redemption, such conversion right in respect of the Security (or such portion thereof) so called, shall expire at the close of business on the second Business Day next preceding the Redemption Date, or in case this Note or a portion hereof is called for redemption, then in respect of this Note or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption. In the case of a Change of Control for which the Holder exercises its Repurchase Right with respect to a Security (or a portion thereof), such conversion right in respect of the Security (or portion thereof) not after, shall expire at the close of business on the Business Day next preceding the Redemption Repurchase Date, to convert this Note at the principal amount hereof, or of such portion, in to fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock of the Company at a conversion price . The Conversion Price shall be initially equal to $6.90 63.84 per share of such Common Stock (or in each case at the current Stock. The Conversion Price shall be adjusted conversion price if an adjustment has been made under certain circumstances as provided in the Indenture. To exercise the conversion right, the Holder must surrender the Security (or portion thereof) by surrender of this Note, duly endorsed or assigned to the Company or in blank, to at the Company at its office or agency maintained for that purpose pursuant to of the IndentureConversion Agent, accompanied by written a duly signed conversion notice to the Company in the form provided in this Note (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Note and, in case such surrender shall be made . Any Security surrendered for conversion during the period from between the close of business on any regular Regular Record Date next preceding any to the opening of business on the corresponding Interest Payment Date or the close of business on a record date for the payment of a Reset Penalty (other than any Security whose Maturity is prior to the close of business on such Interest Payment Date or the Reset Penalty Payment Date, as applicable, (unless this Note or the portion thereof being converted has been called for redemption on a Redemption Date within such period), also shall be accompanied by payment in New York Clearing House funds, funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date by the Company on the principal amount of this the Security then being converted and/or surrendered for conversion. Notwithstanding the foregoing, any Reset Penalty due. Subject such Holder which surrenders for conversion any Security which has been called for redemption by the Company in a notice of redemption given by the Company pursuant to Section 10.5 hereof (whether the aforesaid requirement Redemption Date for payment and, in the case of a conversion after the regular Record Date next preceding any such Security is on such Interest Payment Date and on or before such Interest Payment Dateotherwise), need not pay the Company an amount equal to the right of the Holder of this Note (or any Predecessor Security) of record at such regular record date to receive an installment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made upon conversion on account principal amount of any interest accrued hereon or on account of any dividends on such Security so converted at the Common Stock issued upon time such Holder surrenders such Security for conversion. No fractional shares or scrip representing fractions of shares Common Stock will be issued on conversion, but instead upon conversion of any Securities. Instead of any fractional share of Common Stock which would otherwise be issued upon conversion of such Securities, the Company shall pay a cash adjustment as provided in the Indenture. On December 1, 1996 (the "Reset Date"), the conversion price will be adjusted (the "Conversion Reset") to equal (x) the product of (i) the average of the high and low prices on the Nasdaq National Market, or the consolidated transaction reporting tape in the event that the Common Stock of the Company is not then traded on the Nasdaq National Market, and (ii) the amount of Common Stock of the Company reported as being traded on that day, for each Trading Day of the 30 calendar days preceding the Reset Date (the "Conversion Reset Period"), divided by the total number of shares of Common Stock of the Company traded over the Conversion Reset Period, then multiplied by (y) 115% (the.

Subject to and upon. compliance with the provisions of the Indenture, the Holder of this Note is entitled, at his, her or its option, at any time on or after 9:00 a.m. New York City time on July 30, 1996 and before the close of business on the Business Day next preceding the Redemption Date, or in case this Note or a portion hereof is called for redemption, then in respect of this Note or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption) not after, the close of business on the Business Day next preceding the Redemption Date, to convert this Note at the principal amount hereof, or of such portion, in to fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock of the Company at a conversion price equal to $6.90 per share of such Common Stock (or in each case at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender of this Note, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to the Indenture, accompanied by written notice to the Company in the form provided in this Note (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Note and, in case such surrender shall be made during the period from the close of business on any regular Record Date next preceding any Interest Payment Date or the close of business on a record date for the payment of a Reset Penalty to the close of business on such Interest Payment Date or the Reset Penalty Payment Date, as applicable, (unless this Note or the portion thereof being converted has been called for redemption on a Redemption Date within such period), also accompanied by payment in New York Clearing House funds, or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being converted and/or any Reset Penalty due. Subject to the aforesaid requirement for payment and, in the case of a conversion after the regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Note (or any Predecessor Security) of record at such regular record date to receive an installment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share the Company shall pay a cash adjustment as provided in the Indenture. On December 1, 1996 (the "Reset Date"), the conversion price will be adjusted (the "Conversion Reset") to equal (x) the product of (i) the average of the high and low prices on the Nasdaq National Market, or the consolidated transaction reporting tape in the event that the Common Stock of the Company is not then traded on the Nasdaq National Market, and (ii) the amount of Common Stock of the Company reported as being traded on that day, for each Trading Day of the 30 calendar days preceding the Reset Date (the "Conversion Reset Period"), divided by the total number of shares of Common Stock of the Company traded over the Conversion Reset Period, then multiplied by (y) 115% (thethe "Conversion Reset Price"), if such Conversion Reset Price shall be lower than the conversion price before such calculation, provided that the Conversion Reset Price shall never be adjusted to less than $4.30 per share, but the Company will be required to pay to holders of Notes a quarterly reset penalty ("Reset Penalty") attributable to the Company's inability to adjust the Conversion Reset Price below $4.30 per share. In the event that the conversion price before such calculation shall be equal to or less than the Conversion Reset Price, then no adjustment to the conversion price shall be made. The quarterly Reset Penalty payable to each Holder of Notes shall be an amount equal to $2.50 per Note held by such Holder (which for the purposes of this Paragraph 27 will be determined to be Certificated Notes, each in the denomination of $1,000) unless, but for the proviso in the preceding sentence, the Conversion Reset Price would have been less than $3.80 per share, in which case such quarterly Reset Penalty shall be an amount equal to $5.00 per Note held by such Holder. The Reset Penalty shall be payable on each March 1, June 1, September 1 and December 1 (each such date being referred to herein as a "Reset Penalty Payment Date"), commencing on March 1, 1997, the first such Reset Penalty Payment Date occurring after the Reset Date, and shall be payable to holders of record of Notes on the February 15, May 15, August 15 and November 15 immediately preceding such Reset Penalty Payment Date and shall not accrue. The Reset Penalty will cease to be payable upon an conversion of a Note.

Subject to and upon. compliance with the provisions of the Indenture, the each Holder of this Note Debentures is entitled, at his, her or its such Holder's option, at any time on or after 9:00 a.m. New York City time on July 30, 1996 and before the close of business on , 2010, to convert the Holder's Debentures (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at the principal amount thereof or of such portion, into duly authorized, fully paid and nonassessable shares of Common Stock of the Company at the Conversion Price in effect at the time of conversion. In the case of a Debenture (or a portion thereof) called for redemption, such conversion right in respect of the Debenture (or such portion thereof) so called, shall expire at the close of business on the second Business Day next preceding the Redemption Date, or in case this Note or a portion hereof is called for redemption, then in respect of this Note or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption. In the case of a Change in Control for which the Holder exercises its Repurchase Right with respect to a Debenture (or a portion thereof), such conversion right in respect of the Debenture (or portion thereof) not after, shall expire at the close of business on the Business Day next preceding the Redemption Repurchase Date, to convert this Note at the principal amount hereof, or of such portion, in to fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock of the Company at a conversion price . The Conversion Price shall be initially equal to $6.90 $ per share of such Common Stock (or in each case at the current Stock. The Conversion Price shall be adjusted conversion price if an adjustment has been made under certain circumstances as provided in the Indenture. To exercise the conversion right, the Holder must surrender the Debenture (or portion thereof) by surrender of this Note, duly endorsed or assigned to the Company or in blank, to at the Company at its office or agency maintained for that purpose pursuant to of the IndentureConversion Agent, accompanied by written a duly signed conversion notice to the Company in the form provided in this Note (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Note and, in case such surrender shall be made during the period from the close of business on any regular Record Date next preceding any Interest Payment Date or the close of business on a record date for the payment of a Reset Penalty to the close of business on such Interest Payment Date or the Reset Penalty Payment Date, as applicable, (unless this Note or the portion thereof being converted has been called for redemption on a Redemption Date within such period), also accompanied by payment in New York Clearing House funds, or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being converted and/or any Reset Penalty due. Subject to the aforesaid requirement for payment and, in the case of a conversion after the regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Note (or any Predecessor Security) of record at such regular record date to receive an installment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares Common Stock will be issued on conversion, but instead upon conversion of any Debentures. Instead of any fractional share of Common Stock which would otherwise be issued upon conversion of such Debentures, the Company shall pay a cash adjustment as provided in the Indenture. On December 1, 1996 (the "Reset Date"), the conversion price will be adjusted (the "Conversion Reset") to equal (x) the product of (i) the average of the high and low prices on the Nasdaq National Market, or the consolidated transaction reporting tape in the event that the Common Stock of the Company is not then traded on the Nasdaq National Market, and (ii) the amount of Common Stock of the Company reported as being traded on that day, for each Trading Day of the 30 calendar days preceding the Reset Date (the "Conversion Reset Period"), divided by the total number of shares of Common Stock of the Company traded over the Conversion Reset Period, then multiplied by (y) 115% (the.

Subject to and upon. compliance with the provisions of the Indenture, the Holder of this Note Securities is entitled, at his, her or its such Holder's option, at any time on or after 9:00 a.m. New York City time on July 30, 1996 and before the close of business on October 13, 2006, to convert the Holder's Securities (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at the principal amount thereof or of such portion, into duly authorized, fully paid and nonassessable shares of Common Stock of the Company at the Conversion Price in effect at the time of conversion. In the case of a Security (or a portion thereof) called for redemption, such conversion right in respect of the Security (or such portion thereof) so called, shall expire at the close of business on the second Business Day next preceding the Redemption Date, or in case this Note or a portion hereof is called for redemption, then in respect of this Note or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption. In the case of a Change of Control for which the Holder exercises its Repurchase Right with respect to a Security (or a portion thereof), such conversion right in respect of the Security (or portion thereof) not after, shall expire at the close of business on the Business Day next preceding the Redemption Repurchase Date, to convert this Note at the principal amount hereof, or of such portion, in to fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock of the Company at a conversion price . The Conversion Price shall be initially equal to $6.90 32.0075 per share of such Common Stock (or in each case at the current Stock. The Conversion Price shall be adjusted conversion price if an adjustment has been made under certain circumstances as provided in the Indenture. To exercise the conversion right, the Holder must surrender the Security (or portion thereof) by surrender of this Note, duly endorsed or assigned to the Company or in blank, to at the Company at its office or agency maintained for that purpose pursuant to of the IndentureConversion Agent, accompanied by written a duly signed conversion notice to the Company in the form provided in this Note (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Note and, in case such surrender shall be made . Any Security surrendered for conversion during the period from the close of business on any regular Regular Record Date next preceding any to the opening of business on the corresponding Interest Payment Date or the close of business on a record date for the payment of a Reset Penalty (other than any Security whose Maturity is prior to the close of business on such Interest Payment Date or the Reset Penalty Payment Date, as applicable, (unless this Note or the portion thereof being converted has been called for redemption on a Redemption Date within such period), shall also be accompanied by payment in New York Clearing House funds, funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then the Securities being converted and/or any Reset Penalty due. Subject to the aforesaid requirement surrendered for payment and, in the case of a conversion after the regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Note (or any Predecessor Security) of record at such regular record date to receive an installment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares Common Stock will be issued on conversion, but instead upon conversion of any Securities. Instead of any fractional share of Common Stock which would otherwise be issued upon conversion of such Securities, the Company shall pay a cash adjustment as provided in the Indenture. On December 1, 1996 (the "Reset Date"), the conversion price will be adjusted (the "Conversion Reset") to equal (x) the product of (i) the average of the high and low prices on the Nasdaq National Market, or the consolidated transaction reporting tape in the event that the Common Stock of the Company is not then traded on the Nasdaq National Market, and (ii) the amount of Common Stock of the Company reported as being traded on that day, for each Trading Day of the 30 calendar days preceding the Reset Date (the "Conversion Reset Period"), divided by the total number of shares of Common Stock of the Company traded over the Conversion Reset Period, then multiplied by (y) 115% (the.

Subject to and upon. compliance with the provisions of the Indenture, the Holder of this Note Securities is entitled, at his, her or its such Holder's option, at any time before the close of business on September 19, 2007 to convert the Holder's Securities (or after 9:00 a.m. New York City any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at the principal amount thereof or of such portion, into duly authorized, fully paid and nonassessable shares of Common Stock of the Company at the Conversion Price in effect at the time on July 30of conversion. In the case of a Security (or a portion thereof) called for redemption, 1996 and before such conversion right in respect of the Security (or such portion thereof) so called shall expire at the close of business on the Business Day next immediately preceding the Redemption Date, or in case this Note or a portion hereof is called for redemption, then in respect of this Note or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption. In the case of a Change of Control for which the Holder exercises its Repurchase Right in respect of a Security (or a portion thereof), such conversion right in respect of the Security (or portion thereof) not after, shall expire at the close of business on the Business Day next immediately preceding the Redemption Repurchase Date, to convert this Note at the principal amount hereof, or of such portion, in to fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock of the Company at a conversion price . The Conversion Price shall be initially equal to $6.90 92.26 per share of such Common Stock (or in each case at the current Stock. The Conversion Price shall be adjusted conversion price if an adjustment has been made under certain circumstances as provided in the Indenture. To exercise the conversion right, the Holder must surrender the Security (or portion thereof) by surrender of this Note, duly endorsed or assigned to the Company or in blank, to at the Company at its office or agency maintained for that purpose pursuant to of the IndentureConversion Agent, accompanied by written a duly signed conversion notice to the Company in the form provided in this Note (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Note and, in case such surrender shall be made . Any Security surrendered for conversion during the period from between the close of business on any regular Regular Record Date next preceding any and prior to the corresponding Interest Payment Date or the close of business on a record date for the payment of a Reset Penalty (other than any Security whose Maturity is prior to the close of business on such Interest Payment Date or the Reset Penalty Payment Date, as applicable, (unless this Note or the portion thereof being converted has been called for redemption on a Redemption Date within such period), also ) shall be accompanied by payment in New York Clearing House funds, funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date by the Company on the principal amount of this the Security then being converted and/or surrendered for conversion. Notwithstanding the foregoing, any Reset Penalty due. Subject Holder which during such period surrenders for conversion any Security which has been called for redemption by the Company in a notice of redemption given by the Company pursuant to Section 10.5 of the aforesaid requirement Indenture (whether the Redemption Date for payment and, in the case of a conversion after the regular Record Date next preceding any such Security is on such Interest Payment Date and on or before such Interest Payment Date, otherwise) need not pay the Company an amount equal to the right of the Holder of this Note (or any Predecessor Security) of record at such regular record date to receive an installment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon principal amount of such Security so converted at the time such Holder surrenders such Security for conversion. No fractional shares or scrip representing fractions of shares Common Stock will be issued on conversion, but instead upon conversion of any Securities. Instead of any fractional share of Common Stock which would otherwise be issued upon conversion of such Securities, the Company shall pay a cash adjustment as provided in the Indenture. On December 1, 1996 (the "Reset Date"), the conversion price will be adjusted (the "Conversion Reset") to equal (x) the product of (i) the average of the high and low prices on the Nasdaq National Market, or the consolidated transaction reporting tape in the event that the Common Stock of the Company is not then traded on the Nasdaq National Market, and (ii) the amount of Common Stock of the Company reported as being traded on that day, for each Trading Day of the 30 calendar days preceding the Reset Date (the "Conversion Reset Period"), divided by the total number of shares of Common Stock of the Company traded over the Conversion Reset Period, then multiplied by (y) 115% (the.

Subject to and upon. compliance with the provisions of the Indenture, the Holder of this Note Security is entitled, at his, her or its his option, at any time on or and after 9:00 a.m. New York City time on July November 30, 1996 1998, and on or before the close of business on July 31, 2005 (the Business Day next preceding Stated Maturity of the Redemption Dateprincipal amount of this Security), or in case this Note Security or a portion hereof is called for redemptionredemption or the Holder hereof has exercised his right to require the Company to repurchase this Security or a portion thereof, then then, in respect of this Note or such portion hereof Security until and including, but (unless the Company defaults in making the payment due upon redemptionredemption or repurchase, as the case may be) not after, the close of business on the Business Day next preceding Redemption Date or the Redemption Purchase Date, as the case may be, to convert this Note at Security (or any portion of the principal amount hereof, or hereof that is an integral multiple of such portion, in to $1,000) into fully paid and non-assessable nonassessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock of the Company ("Conversion Shares") at a conversion price equal to an initial Conversion Price of $6.90 per share of such Common Stock 14.3125 for each Conversion Share (or in each case at the then current adjusted conversion price Conversion Price, if an adjustment has been made as provided in the Indenture) by surrender of this NoteSecurity, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to the Indenture, accompanied by written notice to the Company in the form provided in this Note (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Note blank and, in case such surrender shall be made during the period from the close of business on of any regular Regular Record Date next preceding any Interest Payment Date or the close of business on a record date for the payment of a Reset Penalty to the close opening of business on such Interest Payment Date or the Reset Penalty Payment Date, as applicable, (unless this Note or the portion thereof being converted has been called for redemption on a Redemption Date within such period"Interest Period"), also accompanied by payment in New York Clearing House funds, or other funds acceptable to the Company United States currency of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being converted and/or converted, and also a conversion notice duly executed, to the Company at Banque International a Luxembourg S.A. in Luxembourg, or at such other office or agency of the Company as may be designated by it for such purpose in the State of New York or Western Europe (each a "Conversion Agent"); except that if this Security or any Reset Penalty dueportion hereof has been called for redemption and, pursuant to Section 10.01 of the Indenture, as a result of such redemption the right to convert this Security or such portion terminates after the Regular Record Date preceding any Interest Payment Date and on or before such Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of this Security on such Regular Record Date. In such event, this Security, when surrendered for conversion, shall be accompanied by payment in United States currency of an amount equal to the difference between (i) the interest on the principal amount of this Security or such portion hereof payable on such Interest Payment Date and (ii) the amount of accrued interest on the principal amount of this Security or portion hereof to but not including the date of conversion. Subject to the aforesaid requirement for payment and, in the case of a conversion after the regular Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Note Security (or any Predecessor Security) of record at such regular record date Regular Record Date to receive an installment of interest (with certain exceptions provided in the Indenture), no payment shall be made on conversion, for interest accrued hereon from the Interest Payment Date preceding the date of conversion to the Conversion Date. No payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any for dividends on the Common Stock issued upon conversionon conversion hereof. The Company shall thereafter deliver to the Holder the fixed number of Conversion Shares of Common Stock (together with any cash adjustment, as provided in the Indenture) into which this Security is convertible and such delivery will be deemed to satisfy the Company's obligation to pay the principal amount of this Security. No fractional fractions of shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share interest (calculated to the nearest 1/100th of a share) the Company shall pay a cash adjustment as provided in the Indenture. On December 1, 1996 (The Conversion Price is subject to adjustment as provided in the "Reset Date")Indenture. In addition, the conversion price will be adjusted (the "Conversion Reset") Indenture provides that in case of certain consolidations or mergers to equal (x) the product of (i) the average of the high and low prices on the Nasdaq National Market, or the consolidated transaction reporting tape in the event that the Common Stock of which the Company is not a party or the transfer of all or substantially all of the property and assets of the Company, the Indenture shall be amended, without the consent of any Holders of Securities, so that this Security, if then traded on Outstanding, will be convertible thereafter, during the Nasdaq National Marketperiod this Security shall be convertible as specified above, only into the kind and (ii) the amount of Common Stock securities, cash and other property receivable upon such consolidation, merger or transfer by a holder of the Company reported as being traded on that day, for each Trading Day of the 30 calendar days preceding the Reset Date (the "Conversion Reset Period"), divided by the total number of shares of Common Stock of the Company traded over the Conversion Reset Periodinto which this Security could have been converted immediately prior to such consolidation, then multiplied by (y) 115% (themerger or transfer.

Subject to and upon. compliance with the provisions of the Indenture, the Holder of this Note Securities is entitled, at his, her or its such Holder's option, at any time on or after 9:00 a.m. New York City time on July 30, 1996 and before the close of business on the Business Day next immediately preceding February 2, 2007, to convert the Holder's Securities (or any portion of the principal amount hereof which is an integral multiple of $1,000), at the principal amount thereof or of such portion, into duly authorized, fully paid and nonassessable shares of Common Stock of the Company at the Conversion Price in effect at the time of conversion. In the case of a Security (or a portion thereof) called for redemption, such conversion right in respect of the Security (or such portion thereof) so called, shall expire at the close of business on the second Business Day preceding the Redemption Date, or in case this Note or a portion hereof is called for redemption, then in respect of this Note or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption. In the case of a Change of Control for which the Holder exercises its Repurchase Right with respect to a Security (or a portion thereof), such conversion right in respect of the Security (or portion thereof) not after, shall expire at the close of business on the Business Day next preceding the Redemption Repurchase Date, to convert this Note at the principal amount hereof, or of such portion, in to fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock of the Company at a conversion price . The Conversion Price shall be initially equal to $6.90 127.6550 per share of such Common Stock (or in each case at the current Stock. The Conversion Price shall be adjusted conversion price if an adjustment has been made under certain circumstances as provided in the Indenture. To exercise the conversion right, the Holder must surrender the Security (or portion thereof) by surrender of this Note, duly endorsed or assigned to the Company or in blank, to at the Company at its office or agency maintained for that purpose pursuant to of the IndentureConversion Agent, accompanied by written a duly signed conversion notice to the Company in the form provided in this Note (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Note and, in case such surrender shall be made . Any Security surrendered for conversion during the period from the close of business on any regular Regular Record Date next preceding any to the opening of business on the corresponding Interest Payment Date or the close of business on a record date for the payment of a Reset Penalty (other than any Security whose Maturity is prior to the close of business on such Interest Payment Date or the Reset Penalty Payment Date, as applicable, (unless this Note or the portion thereof being converted has been called for redemption on a Redemption Date within such period), shall also be accompanied by payment in New York Clearing House funds, funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then the Securities being converted and/or any Reset Penalty due. Subject to the aforesaid requirement surrendered for payment and, in the case of a conversion after the regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Note (or any Predecessor Security) of record at such regular record date to receive an installment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares Common Stock will be issued on conversion, but instead upon conversion of any Securities. Instead of any fractional share of Common Stock which would otherwise be issued upon conversion of such Securities, the Company shall pay a cash adjustment as provided in the Indenture. On December 1, 1996 (the "Reset Date"), the conversion price will be adjusted (the "Conversion Reset") to equal (x) the product of (i) the average of the high and low prices on the Nasdaq National Market, or the consolidated transaction reporting tape in the event that the Common Stock of the Company is not then traded on the Nasdaq National Market, and (ii) the amount of Common Stock of the Company reported as being traded on that day, for each Trading Day of the 30 calendar days preceding the Reset Date (the "Conversion Reset Period"), divided by the total number of shares of Common Stock of the Company traded over the Conversion Reset Period, then multiplied by (y) 115% (the.

Subject to and upon. compliance with the provisions of the Indenture, the Holder of this Note Security is entitled, at his, her or its his option, at any time on or after 9:00 a.m. New York City time on July 30, 1996 and before prior to the close of business on the Business second Scheduled Trading Day next immediately preceding the Redemption Date, or in case this Note or a portion hereof is called for redemption, then in respect of this Note or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption) not after, the close of business on the Business Day next preceding the Redemption Maturity Date, to convert this Note Security (or any portion of the principal amount hereof which is $1,000 or a multiple thereof), at the principal amount hereof, or of such portion, in to into a number of fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th 1/100 of a share) of Common Stock of the Company at a conversion price equal to $6.90 per share the quotient obtained by dividing (i) the principal amount to be converted by (ii) the Conversion Price specified in the Indenture, by surrender of such Common Stock (or this Security together with a Notice of Conversion, a form of which is set forth in each case at the current adjusted conversion price if an adjustment has been made Section 2.05, as provided in the Indenture) by surrender of Indenture and this Notedebenture, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant agency, which shall be initially the principal corporate trust office of The Bank of New York Mellon in New York, New York, and, unless the shares of Common Stock issuable on conversion are to be issued in the Indenturesame name as this debenture, duly endorsed by, or accompanied by written notice instruments of transfer in form satisfactory to the Company in the form provided in this Note (or such other notice as is acceptable to the Company) that its agent duly executed by, the Holder or by his duly authorized attorney, or if less than the entire principal amount hereof elects is to convert this Note andbe converted, in case such surrender shall be made during the period from the close of business on any regular Record Date next preceding any Interest Payment Date or the close of business on a record date for the payment of a Reset Penalty to the close of business on such Interest Payment Date or the Reset Penalty Payment Date, as applicable, (unless this Note or the portion thereof being converted has been called for redemption on a Redemption Date within such period), also accompanied by payment in New York Clearing House funds, or other funds acceptable hereof to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being converted and/or any Reset Penalty duebe converted. Subject to the aforesaid requirement for payment and, in the case of a conversion after the regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Note (or any Predecessor Security) of record at such regular record date to receive an installment of interest (with certain exceptions provided in the Indenture)payment, no payment or adjustment is to be made upon on conversion on account of any interest accrued hereon or on account of any for dividends on the Common Stock issued upon on conversion. No fractional fractions of shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share interest the Company shall pay a cash adjustment as provided in the Indenture. On December 1, 1996 (The Conversion Price is subject to adjustment as provided in the "Reset Date")Indenture. In addition, the conversion price will be adjusted (the "Conversion Reset") Indenture provides that in case of certain consolidations or mergers to equal (x) the product of (i) the average of the high and low prices on the Nasdaq National Market, or the consolidated transaction reporting tape in the event that the Common Stock of which the Company is not then traded on a party or the Nasdaq National Market, and (ii) the amount transfer of Common Stock substantially all of the Company reported as being traded on that day, for each Trading Day assets of the 30 calendar days preceding Company, the Reset Date (Indenture shall be amended, without the "Conversion Reset Period")consent of any Holders of Securities, divided by so that this Security, if then outstanding, will be convertible thereafter, during the total period this Security shall be convertible as specified above, into the same type of consideration that a holder of a number of shares of Common Stock equal to the number of shares of Common Stock obtained by dividing the aggregate principal amount of this Security by the Conversion Price immediately prior to such transaction would have owned or been entitled to receive. In the event of conversion of this Security in part only, a new Security or Securities for the unconverted portion hereof will be issued in the name of the Company traded over Holder hereof upon the Conversion Reset Period, then multiplied by (y) 115% (thecancellation hereof.

Subject to and upon. compliance with the provisions of the Indenture, the Holder of this Note Securities is entitled, at his, her or its such Holder's option, at any time on or after 9:00 a.m. New York City time on July 30, 1996 and before the close of business on the Business Day next immediately preceding June 1, 2007 to convert the Holder's Securities (or any portion of the principal amount hereof which is an integral multiple of $1,000), at the principal amount thereof or of such portion, into duly authorized, fully paid and nonassessable shares of Common Shares of the Company at the Conversion Price in effect at the time of conversion. In the case of a Security (or a portion thereof) called for redemption, such conversion right in respect of the Security (or such portion thereof) so called, shall expire at the close of business on the second Business Day preceding the Redemption Date, or in case this Note or a portion hereof is called for redemption, then in respect of this Note or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption. In the case of a Change of Control for which the Holder exercises its Repurchase Right with respect to a Security (or a portion thereof), such conversion right in respect of the Security (or portion thereof) not after, shall expire at the close of business on the Business Day next preceding the Redemption Repurchase Date, to convert this Note at the principal amount hereof, or of such portion, in to fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock of the Company at a conversion price . The Conversion Price shall be initially equal to $6.90 16.05 per share of such Common Stock (or in each case at the current Shares. The Conversion Price shall be adjusted conversion price if an adjustment has been made under certain circumstances as provided in the Indenture. To exercise the conversion right, the Holder must surrender the Security (or portion thereof) by surrender of this Note, duly endorsed or assigned to the Company or in blank, to at the Company at its office or agency maintained for that purpose pursuant to of the IndentureConversion Agent, accompanied by written a duly signed conversion notice to the Company in the form provided in this Note (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Note and, in case such surrender shall be made . Any Security surrendered for conversion during the period from the close of business on any regular Regular Record Date next preceding any to the opening of business on the corresponding Interest Payment Date or the close of business on a record date for the payment of a Reset Penalty (other than any Security whose Maturity is prior to the close of business on such Interest Payment Date or the Reset Penalty Payment Date, as applicable, (unless this Note or the portion thereof being converted has been called for redemption on a Redemption Date within such period), shall also be accompanied by payment in New York Clearing House funds, funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then the Securities being converted and/or any Reset Penalty due. Subject to the aforesaid requirement surrendered for payment and, in the case of a conversion after the regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Note (or any Predecessor Security) of record at such regular record date to receive an installment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares Common Shares will be issued on conversion, but instead upon conversion of any Securities. Instead of any fractional share shares which would otherwise be issued upon conversion of such Securities, the Company shall pay a cash adjustment as provided in the Indenture. On December 1, 1996 (the "Reset Date"), the conversion price will be adjusted (the "Conversion Reset") to equal (x) the product of (i) the average of the high and low prices on the Nasdaq National Market, or the consolidated transaction reporting tape in the event that the Common Stock of the Company is not then traded on the Nasdaq National Market, and (ii) the amount of Common Stock of the Company reported as being traded on that day, for each Trading Day of the 30 calendar days preceding the Reset Date (the "Conversion Reset Period"), divided by the total number of shares of Common Stock of the Company traded over the Conversion Reset Period, then multiplied by (y) 115% (the.

Subject to and upon. compliance with the provisions of the Indenture, the Holder of this Note Security is entitled, at his, her or its option, at any time on or after 9:00 a.m. New York City time on July 30March 5, 1996 1997 and before the close of business on the Business Day next preceding the Redemption DateStated Maturity of principal, or in case this Note Security or a portion hereof is called for redemption, then in respect of this Note Security or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption) not after, the close of business on the Business Day next preceding the Redemption Date, to convert this Note Security (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at the principal amount hereof, or of such portion, in to into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock of the Company at a conversion price equal to the lower of (i) $6.90 9.50 per share of such Common Stock and (ii) the weighted average price per share of Common Stock for the ten Trading Day period immediately following the 90th day after the Issue Date, as calculated by Bloomberg Financial Markets through its "Volume at Price" function; provided, however, that in no event shall the conversion price be less than $8.25 per share of such Common Stock (or in each case at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender of this NoteSecurity, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to Section 4.02 of the Indenture, accompanied by written notice to the Company in the form provided in this Note Security (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Note Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, and, in case such surrender shall be made during the period from the close of business on any regular Record Date record date next preceding any Interest Payment Date or the close of business on a record date for the payment of a Reset Penalty to the close of business on such Interest Payment Date or the Reset Penalty Payment Date, as applicable, (unless this Note Security or the portion thereof being converted has been called for redemption on a Redemption Date within such period), also accompanied by payment in New York Clearing House funds, or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being converted and/or any Reset Penalty dueconverted. Subject to the aforesaid requirement for payment and, in the case of a conversion after the regular Record Date record date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Note Security (or any Predecessor Security) of record at such regular record date to receive an installment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share the Company shall pay a cash adjustment as provided in the Indenture. On December 1, 1996 (The conversion price is subject to adjustment as provided in the "Reset Date")Indenture. In addition, the conversion price will be adjusted (the "Conversion Reset") Indenture provides that in case of certain consolidations or mergers to equal (x) the product of (i) the average of the high and low prices on the Nasdaq National Market, or the consolidated transaction reporting tape in the event that the Common Stock of which the Company is not a party or the sale or transfer of all or substantially all of the assets of the Company, the Indenture shall be amended, without the consent of any Holders of Securities, so thatthis Security, if then traded on outstanding, will be convertible thereafter, during the Nasdaq National Marketperiod this Security shall be convertible as specified above, only into the kind and (ii) the amount of Common Stock securities, cash and other property receivable upon the consolidation, merger, sale or transfer by a holder of the Company reported as being traded on that day, for each Trading Day of the 30 calendar days preceding the Reset Date (the "Conversion Reset Period"), divided by the total number of shares of Common Stock into which this Security was convertible immediately prior to such consolidation, merger, sale or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share the Company traded over the Conversion Reset Period, then multiplied kind and amount received per share by (y) 115% (thea plurality of nonelecting shares).

Subject to and upon. compliance with the provisions of the Indenture, the Holder of this Note Security is entitled, at his, her or its his option, at any time on or after 9:00 a.m. New York City time on July 30, 1996 and before the close of business on the Business Day next immediately preceding the Redemption DateNovember 15, 2006, or in case this Note Security or a portion hereof is called for redemption, then in respect of this Note Security or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption) not after, the close of business on the Business Day next immediately preceding the corresponding Redemption Date, to convert this Note Security (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at the principal amount hereof, or of such portion, in to into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock of the Company (in the form of a Domestic Share Certificate or a Foreign Share Certificate, as applicable) at a conversion price equal to $6.90 per 66 aggregate principal amount of Securities for each share of such Common Stock (or in each case at the current adjusted conversion price if an adjustment has been made as provided in Article XIII of the Indenture) by surrender of this NoteSecurity, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant in the Borough of Manhattan, The City of New York or to the Indenture, Corporate Trust Agency accompanied by written notice to the Company in the form provided in this Note (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Note Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, and, in case such surrender shall be made during the period from the close of business on any regular Regular Record Date next preceding any to the opening of business on the corresponding Interest Payment Date or the close of business on a record date for the payment of a Reset Penalty to the close of business on such Interest Payment Date or the Reset Penalty Payment Date, as applicable, (unless this Note Security or the portion thereof hereof being converted has been called for redemption on a Redemption Date within such periodperiod between and including such Regular Record Date and such Interest Payment Date), also accompanied by payment in New York Clearing House funds, or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being converted and/or any Reset Penalty dueconverted. Subject to the aforesaid requirement for payment of interest and, in the case of a conversion after the regular close of business on any Regular Record Date next preceding any Interest Payment Date and on or before such the corresponding Interest Payment Date, to the right of the Holder of this Note Security (or any Predecessor Security) of record at such regular record date Regular Record Date to receive an installment instalment of interest (with certain exceptions provided in even if the IndentureSecurity has been called for redemption on a Redemption Date within such period), no payment or adjustment is to be made upon on conversion on account of any for interest accrued hereon or on account of any for dividends on the Common Stock issued upon on conversion. No fractional fractions of shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share interest the Company shall pay a cash adjustment as provided in Article XIII of the Indenture. On December 1The conversion price is subject to adjustment as provided in Article XIII of the Indenture. In addition, 1996 the Indenture provides that in case of certain reclassifications, consolidations, mergers, sales or transfers of assets or other transactions pursuant to which the Common Stock is converted into the right to receive other securities, cash or other property, the Indenture shall be amended, without the consent of any Holders of Securities, so that this Security, if then outstanding, will be convertible thereafter, during the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the transaction by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such transaction (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares). Because the Company's vessels operate in the United States coastwise trade, the Shipping Act, 1916, as amended, requires that not more than twenty five percent (25%) of the Company's capital stock be owned or controlled by "Foreigners," as defined in the Indenture. The Holder of this Security is entitled to receive, upon conversion, a Domestic Share Certificate only if the shares of Common Stock represented by the Domestic Share Certificate are not to be held by or for the account of a Foreigner. Otherwise, the Holder of this Security is entitled to receive, upon conversion, only a Foreign Share Certificate. If the holder of a Domestic Share Certificate is a Foreigner, or holds shares for the account of a Foreigner, such certificate must be exchanged immediately for a Foreign Share Certificate, subject to the limitations set forth below. If the holder of a Foreign Share Certificate is a U.S. citizen, or should shares of Common Stock which are represented by a Foreign Share Certificate be sold or transferred to a U.S. citizen, such holder or transferee may exchange his or its certificate for a Domestic Share Certificate. The Company's Certificate of Incorporation contains provisions limiting the aggregate percentage ownership by Foreigners of any class of the Company's capital stock (including the Common Stock) to twenty-two and one-half percent (22.5%) of the outstanding shares of such class (the "Reset Date"), the conversion price will be adjusted (the "Conversion ResetPermitted Percentage") to equal (x) ensure that such Foreign ownership will not exceed the product of (i) the average of the high and low prices on the Nasdaq National Market, or the consolidated transaction reporting tape in the event that the Common Stock of the Company is not then traded on the Nasdaq National Marketmaximum percentage permitted by applicable law, and authorizes the Board of Directors, under certain circumstances, to increase the foregoing percentage to twenty-four percent (ii) the amount 24%). Any purported transfer to Foreigners of shares of Common Stock or of the Company reported as being traded on that day, for each Trading Day of the 30 calendar days preceding the Reset Date (the "Conversion Reset Period"), divided by the total number of an interest in shares of Common Stock of the Company traded over represented by a Domestic Share Certificate which increases the Conversion Reset Periodaggregate ownership by Foreigners above the then Permitted Percentage (the "Excess Shares") will be ineffective as against the Company for all purposes (including for purposes of voting and dividends), and such transfer shall not be recognized or recorded on the books of the Company, except that a subsequent transfer of such Excess Shares to a U.S. citizen would be recognized by the Company as valid and recorded as such. The Holder of this Security will not be entitled to convert this Security, or a portion hereof, if such Holder is a Foreigner or holding for the account of a Foreigner and the conversion will, in the good faith judgment of the Company, increase the aggregate ownership by Foreigners above the then multiplied Permitted Percentage. If the Permitted Percentage is exceeded, the Company is authorized pursuant to the Certificate of Incorporation to temporarily withhold dividends and other distributions on the Excess Shares, pending the transfer of such shares to a U.S. citizen or a reduction in the aggregate percentage of shares owned by Foreigners to or below the Permitted Percentage, and to deny voting rights with respect to the Excess Shares. In addition, the Company is authorized, in its discretion, to redeem (yupon written notice) 115the Excess Shares in order to reduce the aggregate Foreign ownership thereof to the Permitted Percentage. The Foreign-owned shares to be redeemed would be selected solely by reference to the date or dates on which such shares were acquired, starting with the most recently acquired shares and including, in reverse chronological order, all other acquisitions of shares by Foreigners from and after the acquisition which first caused the Permitted Percentage to be exceeded; provided that if more than one such acquisition by Foreigners is made on a particular day which results in the Permitted Percentage being exceeded, the selection of shares to be redeemed would be made on a pro rata basis in proportion to the respective number of shares acquired by each such Foreign acquiror on such date. The Company will furnish to any Holder, upon request and without charge, copies of the Certificate of Incorporation and By-laws of the Company then in effect. Any such request may be addressed to the Company or to the Security Registrar. The Securities are subject to redemption upon not less than 30 days or more than 60 days, notice by mail, at any time on or after November 24, 1999, as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount), if redeemed during the 12-month period beginning on November 24 of the years indicated, Year Percentage Year Percentage ---- ---------- ---- ---------- 1999 103.58% 2002 101.79% 2000 102.99% 2003 101.19% 2001 102.39% 2004 100.60% ; and thereafter at a Redemption Price equal to 100% of the principal amount, together in the case of any such redemption with accrued interest to (thebut not including) the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture. In certain circumstances involving a Change in Control, each Holder shall have the right to require the Company to redeem all or part of its Securities at a repurchase price equal to 100% of the principal amount thereof, together with accrued and unpaid interest through the Repurchase Date. The Securities do not have the benefit of any sinking fund. In the event of redemption, conversion or repurchase of this Security in part only, a new Security or Securities for the unredeemed, unconverted or unrepurchased portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

Subject to and upon. compliance with the provisions of the Indenture, the Holder of this Note Security is entitled, at his, her or its his option, at any time on or after 9:00 a.m. New York City time on July 30, 1996 and before the close of business on the Business Day next preceding the Redemption Date__________, 2003 or in case this Note Security or a portion hereof is called for redemption, then in respect of this Note Security or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption) not after, the close of business on the Business Day next preceding date prior to the Redemption Datedate fixed for redemption, to convert this Note Security (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at the principal amount hereof, or of such portion, in to into that number of fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th 1/100 of a share) of Common Stock of the Company at obtained by dividing the principal amount of the Securities or portion thereof surrendered for conversion by a conversion price equal to $6.90 per share of such Common Stock ________ (or in each case at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) (the "Conversion Price") by surrender of this NoteSecurity, duly endorsed or assigned to the Company or in blank, to the Company at its the Corporate Trust Office or at another office or agency maintained for that purpose pursuant to in the IndentureBorough of Manhattan, City of New York, New York accompanied by written notice to the Company in the form provided in this Note (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Note Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, and, in case such surrender shall be made during the period from the close of business on any regular Record Date record date next preceding any Interest Payment Date or the close of business on a record date for the payment of a Reset Penalty to the close opening of business on such Interest Payment Date or the Reset Penalty Payment Date, as applicable, (unless this Note Security or the portion thereof being converted has been called for redemption on a Redemption Date redemption date within such period), also accompanied by payment in New York Clearing House fundsHouse, or other funds acceptable to the Company Company, of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being converted and/or any Reset Penalty due. Subject to the aforesaid requirement for payment and, in the case of a conversion after the regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Note (or any Predecessor Security) of record at such regular record date to receive an installment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share the Company shall pay a cash adjustment as provided in the Indenture. On December 1, 1996 (the "Reset Date"), the conversion price will be adjusted (the "Conversion Reset") to equal (x) the product of (i) the average of the high and low prices on the Nasdaq National Market, or the consolidated transaction reporting tape in the event that the Common Stock of the Company is not then traded on the Nasdaq National Market, and (ii) the amount of Common Stock of the Company reported as being traded on that day, for each Trading Day of the 30 calendar days preceding the Reset Date (the "Conversion Reset Period"), divided by the total number of shares of Common Stock of the Company traded over the Conversion Reset Period, then multiplied by (y) 115% (thethis