(I) IN THE EVENT THAT, AND FOR SO
LONG AS, AN EVENT OF DEFAULT (AS DEFINED IN SECTION 4(A)) SHALL HAVE OCCURRED
AND BE CONTINUING ON THE MATURITY DATE (AS MAY BE EXTENDED PURSUANT TO THIS
SECTION 1) OR ANY EVENT SHALL HAVE OCCURRED AND BE CONTINUING ON THE MATURITY
DATE (AS MAY BE EXTENDED PURSUANT TO THIS SECTION 1) THAT WITH THE PASSAGE OF
TIME AND THE FAILURE TO CURE WOULD RESULT IN AN EVENT OF DEFAULT AND (II)
THROUGH THE DATE THAT IS TEN (10) BUSINESS DAYS AFTER THE CONSUMMATION OF A
CHANGE OF CONTROL IN THE EVENT THAT A CHANGE OF CONTROL IS PUBLICLY ANNOUNCED OR
A CHANGE OF CONTROL NOTICE (AS DEFINED IN SECTION 5(B)) IS DELIVERED PRIOR TO
THE MATURITY DATE.
OTHER THAN AS SPECIFICALLY PERMITTED BY THIS NOTE, THE
COMPANY MAY NOT PREPAY ANY PORTION OF THE OUTSTANDING PRINCIPAL, ACCRUED AND
UNPAID INTEREST OR ACCRUED AND UNPAID LATE CHARGES ON PRINCIPAL AND INTEREST, IF
ANY.
(2)
INTEREST; INTEREST RATE.
(A) INTEREST ON THIS NOTE SHALL COMMENCE
ACCRUING ON THE ISSUANCE DATE AND SHALL BE COMPUTED ON THE BASIS OF A 360-DAY
YEAR AND TWELVE 30-DAY MONTHS AND THE ACTUAL NUMBER OF DAYS ELAPSED AND SHALL BE
PAYABLE IN ARREARS FOR EACH CALENDAR QUARTER ON THE FIRST DAY OF THE SUCCEEDING
CALENDAR QUARTER DURING THE PERIOD BEGINNING ON THE ISSUANCE DATE AND ENDING ON,
AND INCLUDING, THE MATURITY DATE (EACH, AN "INTEREST DATE") WITH THE FIRST
INTEREST DATE BEING APRIL 1, 2007.
INTEREST SHALL BE PAYABLE ON EACH INTEREST
DATE, TO THE RECORD HOLDER OF THIS NOTE ON THE APPLICABLE INTEREST DATE, IN
SHARES OF COMMON STOCK ("INTEREST SHARES") SO LONG AS THERE IS NO EQUITY
CONDITIONS FAILURE; PROVIDED HOWEVER, THAT THE COMPANY MAY, AT ITS OPTION
FOLLOWING NOTICE TO THE HOLDER, PAY INTEREST ON ANY INTEREST DATE IN CASH ("CASH
INTEREST") OR IN A COMBINATION OF CASH INTEREST AND INTEREST SHARES.
THE
COMPANY SHALL DELIVER A WRITTEN NOTICE (EACH, AN "INTEREST ELECTION NOTICE") TO
EACH HOLDER OF THE NOTES ON OR PRIOR TO THE INTEREST NOTICE DUE DATE (THE DATE
SUCH NOTICE IS DELIVERED TO ALL OF THE HOLDER, THE "INTEREST NOTICE DATE") WHICH
NOTICE (I) EITHER (A) CONFIRMS THAT INTEREST TO BE PAID ON SUCH INTEREST DATE
SHALL BE PAID ENTIRELY IN INTEREST SHARES OR (B) ELECTS TO PAY INTEREST AS CASH
INTEREST OR A COMBINATION OF CASH INTEREST AND INTEREST SHARES AND SPECIFIES THE
AMOUNT OF INTEREST THAT SHALL BE PAID AS CASH INTEREST AND THE AMOUNT OF
INTEREST, IF ANY, THAT SHALL BE PAID IN INTEREST SHARES AND (II) CERTIFIES THAT
THERE IS NO EQUITY CONDITIONS FAILURE.
IF THE EQUITY CONDITIONS ARE NOT
SATISFIED AS OF THE INTEREST NOTICE DATE, THEN UNLESS THE COMPANY HAS ELECTED TO
PAY SUCH INTEREST AS CASH INTEREST, THE INTEREST ELECTION NOTICE SHALL INDICATE
THAT UNLESS THE HOLDER WAIVES THE EQUITY CONDITIONS, THE INTEREST SHALL BE PAID
AS CASH INTEREST.
IF THE EQUITY CONDITIONS WERE SATISFIED AS OF THE INTEREST
NOTICE DATE BUT THE EQUITY CONDITIONS