CONSECUTIVE TRADING DAY PERIOD IN WHICH THE TRADING PRICE PER $1,000
PRINCIPAL AMOUNT OF SECURITIES, AS DETERMINED FOLLOWING A REQUEST BY A HOLDER IN
ACCORDANCE WITH THE PROCEDURES DESCRIBED BELOW IN SECTION 4.01(E)(II), FOR EACH
DAY OF THAT PERIOD WAS LESS THAN 98% OF THE PRODUCT OF THE CLOSING PRICE OF THE
COMMON STOCK FOR EACH DAY IN THAT PERIOD AND THE CONVERSION RATE PER $1,000
PRINCIPAL AMOUNT OF SECURITIES.
(B)
IN THE CASE OF A DISTRIBUTION CONTEMPLATED
BY CLAUSES (2) AND (3) OF SECTION 4.01(A), THE COMPANY SHALL NOTIFY HOLDERS AT
LEAST 20 DAYS PRIOR TO THE EX-DIVIDEND DATE FOR SUCH DISTRIBUTION (THE
"DISTRIBUTION NOTICE"); PROVIDED THAT IF THE COMPANY DISTRIBUTES RIGHTS PURSUANT
TO A STOCKHOLDER RIGHTS AGREEMENT, IT WILL NOTIFY THE HOLDERS OF THE SECURITIES
ON THE BUSINESS DAY AFTER THE COMPANY IS REQUIRED TO GIVE NOTICE GENERALLY TO
ITS STOCKHOLDERS PURSUANT TO SUCH STOCKHOLDER RIGHTS AGREEMENT IF SUCH DATE IS
LESS THAN 20 DAYS PRIOR TO THE DATE OF SUCH DISTRIBUTION.
ONCE THE COMPANY HAS
GIVEN THE DISTRIBUTION NOTICE, HOLDERS MAY SURRENDER THEIR SECURITIES FOR
CONVERSION AT ANY TIME UNTIL THE EARLIER OF THE CLOSE OF
25
BUSINESS ON THE LAST BUSINESS DAY PRECEDING THE EX-DIVIDEND DATE OR THE
COMPANY'S ANNOUNCEMENT THAT SUCH DISTRIBUTION WILL NOT TAKE PLACE.
IN THE EVENT
OF A DISTRIBUTION CONTEMPLATED BY CLAUSES (2) AND (3) OF SECTION 4.01(A),
HOLDERS MAY NOT CONVERT THE SECURITIES IF THE HOLDERS WILL OTHERWISE PARTICIPATE
IN SUCH DISTRIBUTION WITHOUT CONVERTING THEIR SECURITIES.
THE COMPANY WILL
PROVIDE WRITTEN NOTICE TO THE CONVERSION AGENT AS SOON AS REASONABLY PRACTICABLE
OF ANY ANTICIPATED OR ACTUAL EVENT OR TRANSACTION THAT WILL CAUSE OR CAUSES THE
SECURITIES TO BECOME CONVERTIBLE PURSUANT TO CLAUSES (2) OR (3) OF
SECTION 4.01(A).
(C)
[INTENTIONALLY OMITTED]
(D)
IN THE CASE OF A TRANSACTION CONTEMPLATED BY
CLAUSE (4) OF SECTION 4.01(A), THE COMPANY WILL NOTIFY THE HOLDERS AND TRUSTEE
AT LEAST 10 TRADING DAYS PRIOR TO THE ANTICIPATED FUNDAMENTAL CHANGE EFFECTIVE
DATE OF ANY FUNDAMENTAL CHANGE THAT THE COMPANY KNOWS OR REASONABLY SHOULD KNOW
WILL OCCUR.
IF THE COMPANY DOES NOT KNOW, AND SHOULD NOT REASONABLY KNOW, THAT
A FUNDAMENTAL CHANGE WILL OCCUR UNTIL A DATE THAT IS WITHIN 10 TRADING DAYS
BEFORE THE ANTICIPATED FUNDAMENTAL CHANGE EFFECTIVE DATE, THE COMPANY WILL
NOTIFY THE HOLDERS AND THE TRUSTEE PROMPTLY AFTER THE COMPANY HAS KNOWLEDGE OF
SUCH FUNDAMENTAL CHANGE.
HOLDERS MAY SURRENDER SECURITIES FOR CONVERSION AT ANY
TIME BEGINNING 10 TRADING DAYS BEFORE THE ANTICIPATED FUNDAMENTAL CHANGE
EFFECTIVE DATE OF A FUNDAMENTAL CHANGE AND UNTIL THE LAST TRADING DAY PRECEDING
THE FUNDAMENTAL CHANGE PURCHASE DATE.
(E)
(I)
FOR EACH CALENDAR QUARTER OF THE
COMPANY, BEGINNING WITH THE CALENDAR QUARTER ENDING JUNE 30, 2006, THE
CONVERSION AGENT, ON BEHALF OF THE COMPANY, WILL DETERMINE, ON THE FIRST
BUSINESS DAY FOLLOWING THE LAST TRADING DAY OF SUCH CALENDAR QUARTER, WHETHER
THE SECURITIES ARE CONVERTIBLE PURSUANT TO CLAUSE (1) OF SECTION 4.01(A), AND,
IF SO, WILL NOTIFY THE TRUSTEE AND THE COMPANY IN WRITING.
UPON REQUEST OF THE
CONVERSION AGENT,