HOLDERS OF THE SECURITIES A WRITTEN NOTICE, IN FORM AND CONTENT DETERMINED
BY THE COMPANY IN ITS SOLE DISCRETION, OF SUCH REDEMPTION.
EACH SUCH NOTICE OF REDEMPTION SHALL IDENTIFY THE SECURITIES TO BE REDEEMED AND
SHALL STATE:
(1) THE AGGREGATE PRINCIPAL AMOUNT OF SECURITIES TO BE REDEEMED;
(2) THE CUSIP NUMBER OR NUMBERS;
(3) THE REDEMPTION DATE;
(4) THE REDEMPTION PRICE;
(5) THE THEN CURRENT CONVERSION PRICE;
(6) THE NAME AND ADDRESS OF THE PAYING AGENT AND THE CONVERSION AGENT;
(7) THAT THE RIGHT TO CONVERT SECURITIES CALLED FOR REDEMPTION SHALL TERMINATE
AT THE CLOSE OF BUSINESS ON THE REDEMPTION DATE;
(8) THAT HOLDERS WHO WANT TO CONVERT SECURITIES MUST SATISFY THE REQUIREMENTS OF
PARAGRAPH 8 OF THE SECURITIES;
(9) THAT SECURITIES CALLED FOR REDEMPTION MUST BE SURRENDERED TO THE PAYING
AGENT TO COLLECT THE REDEMPTION PRICE;
(10) THAT INTEREST ON SECURITIES CALLED FOR REDEMPTION CEASES TO ACCRUE ON AND
AFTER THE REDEMPTION DATE; AND
(11) THE PARAGRAPH OF THE SECURITIES PURSUANT TO WHICH THE SECURITIES ARE TO BE
REDEEMED.
SECTION 3.04. EFFECT OF NOTICE OF REDEMPTION
.
ONCE NOTICE OF REDEMPTION IS MAILED, SECURITIES CALLED FOR REDEMPTION BECOME
DUE AND PAYABLE ON THE REDEMPTION DATE AT THE APPLICABLE REDEMPTION PRICE
TOGETHER WITH ACCRUED AND UNPAID INTEREST THEREON TO BUT EXCLUDING THE
REDEMPTION DATE.
UPON SURRENDER TO THE PAYING AGENT, SUCH SECURITIES SHALL BE
PAID AT THE APPLICABLE REDEMPTION PRICE, PLUS ACCRUED INTEREST TO THE REDEMPTION
DATE.
SECTION 3.05. DEPOSIT OF REDEMPTION PRICE
.
BEFORE THE REDEMPTION DATE, THE COMPANY SHALL DEPOSIT WITH THE PAYING AGENT
MONEY SUFFICIENT TO PAY THE REDEMPTION PRICE OF, AND ACCRUED INTEREST ON, ALL
SECURITIES TO BE REDEEMED ON THAT DATE.
THE PAYING AGENT SHALL RETURN TO THE
COMPANY ANY MONEY NOT REQUIRED FOR THAT PURPOSE BECAUSE OF CONVERSION OF
SECURITIES.
IF NOTICE OF REDEMPTION HAS BEEN GIVEN AS PROVIDED IN SECTION 3.03,
THE SECURITIES OR PORTION OF SECURITIES WITH RESPECT TO WHICH SUCH NOTICE HAS
BEEN GIVEN SHALL, UNLESS CONVERTED INTO COMMON STOCK PURSUANT TO THE TERMS
HEREOF, BECOME DUE AND PAYABLE ON THE DATE FIXED FOR REDEMPTION AND AT THE PLACE
OR PLACES STATED IN SUCH NOTICE AT THE APPLICABLE REDEMPTION PRICE, AND ON AND
AFTER SAID DATE (UNLESS THE COMPANY SHALL DEFAULT IN THE PAYMENT OF SUCH
SECURITIES AT THE REDEMPTION PRICE) INTEREST ON THE SECURITIES OR PORTION OF
SECURITIES SO CALLED FOR REDEMPTION SHALL CEASE TO ACCRUE AND, AFTER THE CLOSE
OF BUSINESS ON THE REDEMPTION DATE (UNLESS THE COMPANY SHALL DEFAULT IN THE
PAYMENT OF SUCH SECURITIES AT THE REDEMPTION PRICE) SUCH SECURITIES SHALL CEASE
TO BE CONVERTIBLE INTO COMMON STOCK AND TO BE ENTITLED TO ANY BENEFIT OR
SECURITY UNDER THIS INDENTURE, AND THE HOLDERS THEREOF SHALL HAVE NO RIGHT IN
RESPECT OF SUCH SECURITIES EXCEPT THE RIGHT TO RECEIVE THE REDEMPTION PRICE
THEREOF.
ON PRESENTATION AND SURRENDER OF SUCH SECURITIES AT A PLACE OF PAYMENT
IN SAID NOTICE SPECIFIED, THE SAID SECURITIES OR THE SPECIFIED PORTIONS THEREOF
SHALL BE PAID AND REDEEMED BY THE COMPANY AT THE APPLICABLE