SECURITIES.
TEMPORARY SECURITIES
SHALL BE SUBSTANTIALLY IN THE FORM OF DEFINITIVE SECURITIES BUT MAY HAVE
VARIATIONS THAT THE COMPANY CONSIDERS APPROPRIATE FOR TEMPORARY SECURITIES.
WITHOUT UNREASONABLE DELAY, THE COMPANY SHALL PREPARE AND THE TRUSTEE SHALL
AUTHENTICATE DEFINITIVE SECURITIES IN EXCHANGE FOR TEMPORARY SECURITIES.
SECTION 2.13. CANCELLATION
.
THE COMPANY AT ANY TIME MAY DELIVER SECURITIES TO THE TRUSTEE FOR
CANCELLATION.
THE REGISTRAR, PAYING AGENT AND CONVERSION AGENT SHALL FORWARD TO
THE TRUSTEE ANY SECURITIES SURRENDERED TO THEM FOR TRANSFER, EXCHANGE, PAYMENT
OR CONVERSION.
THE TRUSTEE AND NO ONE ELSE SHALL CANCEL AND DESTROY ALL
SECURITIES SURRENDERED FOR TRANSFER, EXCHANGE, PAYMENT, CONVERSION OR
CANCELLATION AND DELIVER A CERTIFICATE OF SUCH DESTRUCTION TO THE COMPANY UNLESS
THE COMPANY INSTRUCTS THE TRUSTEE IN WRITING TO DELIVER THE SECURITIES TO THE
COMPANY.
THE COMPANY MAY NOT ISSUE NEW SECURITIES TO REPLACE SECURITIES THAT IT
HAS PAID OR DELIVERED TO THE TRUSTEE FOR CANCELLATION OR WHICH HAVE BEEN
CONVERTED.
IF THE COMPANY SHALL ACQUIRE ANY OF THE SECURITIES, SUCH ACQUISITION
SHALL NOT OPERATE AS A REDEMPTION, REPURCHASE OR SATISFACTION OF THE
INDEBTEDNESS REPRESENTED BY SUCH SECURITIES UNLESS AND UNTIL THE SAME ARE
DELIVERED TO THE TRUSTEE FOR CANCELLATION.
SECTION 2.10. CUSIP NUMBERS
.
THE COMPANY IN ISSUING THE SECURITIES MAY USE "CUSIP" NUMBERS (IF THEN
GENERALLY IN USE), AND, IF SO, THE TRUSTEE SHALL USE "CUSIP" NUMBERS IN NOTICES
OF REDEMPTION AS A CONVENIENCE TO SECURITYHOLDERS; PROVIDED THAT ANY SUCH NOTICE
MAY STATE THAT NO REPRESENTATION IS MADE AS TO THE CORRECTNESS OF SUCH NUMBERS
EITHER AS PRINTED ON THE SECURITIES OR AS CONTAINED IN ANY NOTICE OF A
REDEMPTION AND THAT RELIANCE MAY BE PLACED ONLY ON THE OTHER IDENTIFICATION
NUMBERS PRINTED ON THE SECURITIES, AND ANY SUCH REDEMPTION SHALL NOT BE AFFECTED
BY ANY DEFECT IN OR OMISSION OF SUCH NUMBERS.
THE COMPANY WILL PROMPTLY NOTIFY
THE TRUSTEE OF ANY CHANGE IN THE "CUSIP" NUMBERS.
ARTICLE THREE
REDEMPTION
SECTION 3.01. COMPANY'S RIGHT TO REDEEM
.
THE SECURITIES WILL NOT BE REDEEMABLE AT THE COMPANY'S OPTION PRIOR TO
DECEMBER 19, 2006.
AT ANY TIME ON OR AFTER DECEMBER 19, 2006 AND PRIOR TO
DECEMBER 19, 2007, THE COMPANY, AT ITS OPTION, MAY REDEEM THE SECURITIES, IN
WHOLE OR IN PART, IN ACCORDANCE WITH THE PROVISIONS OF SECTIONS 3.02, 3.03 AND
3.04 ON THE REDEMPTION DATE FOR A REDEMPTION PRICE (THE "REDEMPTION PRICE") IN
CASH EQUAL TO 100% OF THE PRINCIPAL AMOUNT OF THE SECURITIES TO BE REDEEMED
TOGETHER IN EACH CASE WITH ACCRUED AND UNPAID INTEREST ON THE SECURITIES
REDEEMED TO BUT EXCLUDING THE REDEMPTION DATE, PROVIDED THAT AT ANY TIME PRIOR
TO THE DATE OF MAILING THE REDEMPTION NOTICE THE LAST REPORTED SALE PRICE OF THE
COMMON STOCK HAS BEEN AT LEAST 125% OF THE CONVERSION PRICE FOR AT LEAST TWENTY
(20) TRADING DAYS DURING ANY THIRTY (30) TRADING DAY PERIOD.
AT ANY TIME ON OR
AFTER DECEMBER 19, 2007, AND PRIOR TO THE MATURITY DATE, THE COMPANY, AT ITS
OPTION, MAY REDEEM THE SECURITIES, IN WHOLE OR IN PART, IN ACCORDANCE WITH