Common use of Mandatory Conversion Clause in Contracts

Mandatory Conversion. The Notes shall be automatically converted into Common Stock on the first date (the "Mandatory Conversion Date") on or after the 15th Trading Day following October 15, 2004, on which: (i) the average of the Closing Price (as defined in Section 14.6(g)) of the Common Stock on 15 consecutive preceding Trading Days is equal to or greater than 110% of the Conversion Price and (ii) the Company has sufficient shares of Common Stock (or other securities into which the Notes are then convertible) authorized to execute the Mandatory Conversion (as defined below). The Notes shall be converted into that number of fully paid and nonassessable shares of Common Stock (or other securities into which the Notes are then convertible) obtained by dividing the aggregate principal amount of the Notes by the Conversion Price in effect at such time rounded to the nearest 1/100,000th of a share (with 0.000005 being rolled upward)(the "Mandatory Conversion"). The Company will monitor the Closing Price of the Common Stock. Upon the occurrence of Mandatory Conversion, the Company shall complete the appropriate instruction form for conversion pursuant to the Depository's book-entry conversion program and follow the other procedures set forth in such program. Any unpaid interest on the Notes accrued as of the Mandatory Conversion Date shall be paid in cash to the former holders of such Notes on the next succeeding interest payment date. After the Mandatory Conversion, the Notes will no longer represent Indebtedness of the Company, will no longer accrue interest or require the Company to make any payment of principal, and the Company's obligations to make any further payments with respect to the Notes will terminate (except for under this Section 14.3). The Company will cause to be issued in book-entry form shares of Common Stock sufficient to effect the Mandatory Conversion. The shares of Common Stock issued as a result of the Mandatory Conversion shall be credited through the Depository's book-entry conversion program to the respective account of each Noteholder as of the Mandatory Conversion Date.

Mandatory Conversion. The Notes shall be automatically converted into Common Stock on the first date (the "“Mandatory Conversion Date"”) on or after the 15th Trading Day following October 15, 20042005, on which: (i) the average of the Closing Price (as defined in Section 14.6(g)) of the Common Stock on 15 consecutive preceding Trading Days is equal to or greater than 110% of the Conversion Price and (ii) the Company has sufficient shares of Common Stock (or other securities into which the Notes are then convertible) authorized to execute the Mandatory Conversion (as defined below). The Notes shall be converted into that number of fully paid and nonassessable shares of Common Stock (or other securities into which the Notes are then convertible) obtained by dividing the aggregate principal amount of the Notes by the Conversion Price in effect at such time rounded to the nearest 1/100,000th of a share (with 0.000005 being rolled upward)(the "upward) (the “Mandatory Conversion"”). The Company will monitor the Closing Price of the Common Stock. Upon As promptly as practicable after the occurrence Mandatory Conversion Date as set forth above, subject to Section 14.1(c) and in compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of Mandatory Conversionthe Noteholder (as if such transfer were a transfer of the Note or Notes (or portion thereof) so converted), the Company shall complete issue and shall deliver to such holder at the appropriate instruction form office or agency maintained by the Company for conversion such purpose pursuant to Section 4.2, a certificate or certificates for the Depository's book-entry number of full shares issuable upon the conversion program of such Note or portion thereof accordance with the provisions of this Article XIV and follow the other procedures set forth shall issue a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such programconversion, as provided in Section 14.4. Any unpaid interest on the Notes accrued as of the Mandatory Conversion Date shall be paid in cash to the former holders of such Notes on the next succeeding interest payment date. After the Mandatory ConversionConversion Date, the Notes will no longer represent Indebtedness of the Company, will no longer accrue interest or require the Company to make any payment of principal, and the Company's ’s obligations to make any further payments with respect to the Notes will terminate (except for under this Section 14.3). The Company will cause to be issued Upon the conversion of an interest in book-entry form shares of Common Stock sufficient to effect a global Note, the Mandatory Conversion. The shares of Common Stock issued as a result Trustee, or the Custodian at the direction of the Mandatory Conversion Trustee, shall be credited through the Depository's book-entry conversion program make a notation on such global Note as to the respective account of each Noteholder as of reduction in the Mandatory Conversion Dateprincipal amount represented thereby.

Mandatory Conversion. The Notes shall be automatically converted into Common Stock (a) If at any time during the period commencing on the first date January 1, 2002, and ending on December 31, 2004 (the "Mandatory Conversion DateMANDATORY CONVERSION PERIOD") on or after the 15th Trading Day following October 15), 2004, on which: (i) the average of the Closing Price (as defined in Section 14.6(g)the form of Note) of the Common Stock on 15 consecutive preceding Trading Days is equal to or greater than 110shall exceed 180% of the Conversion Price then in effect for at least thirty (30) trading days in any period of forty-five (45) consecutive trading days, then the Company may, by providing written notice to the holder of any Note (a "MANDATORY CONVERSION NOTICE") within twenty (20) Business Days after the end of such forty-five (45) day period, require that such holder convert such Note, in whole or in part, into fully paid and nonassessable shares (calculated as to each conversion to the nearest one one-hundredth of a share) of Common Stock at the Conversion Price, determined as hereinafter provided, in effect at the close of business on the day of conversion. Each Mandatory Conversion Notice shall (i) specify in reasonable detail the computations of the Closing Price and the Conversion Price on the basis of which the Company is electing to exercise its right to require conversion of the Note pursuant to this SECTION 2.2, and (ii) the principal amount of the Note that the Company has sufficient is requiring the holder to convert pursuant to this SECTION 2.2. Notwithstanding anything to the contrary contained herein, the Company shall not be entitled to require any holder of a Note to convert such Note, in whole or in part, into Common Stock pursuant to this SECTION 2.2 unless a Shelf Registration Statement (as defined in the Registration Rights Agreement) covering resales of the Common Stock issuable upon conversion of such Note is effective and available for use for at least sixty (60) days after the Conversion Shares are issued to such holder upon such conversion. (b) Any Note converted pursuant to SECTION 2.2(a) shall be converted into a number of full shares of Common Stock (or other securities into which the Notes are then convertible) authorized to execute the Mandatory Conversion (as defined below). The Notes shall be converted into that number of fully paid and nonassessable shares of Common Stock (or other securities into which the Notes are then convertible) obtained computed by dividing the aggregate principal amount of the Notes such Note or portion thereof surrendered for conversion by the Conversion Price in effect at such time rounded to the nearest 1/100,000th close of a share (with 0.000005 being rolled upward)(the "Mandatory Conversion")business on the day of conversion. The Company will monitor the Closing Conversion Price of the Common Stock. Upon the occurrence of Mandatory Conversion, the Company shall complete the appropriate instruction form for conversion pursuant to the Depository's book-entry conversion program and follow the other procedures set forth in such program. Any unpaid interest on the Notes accrued as of the Mandatory Conversion Date shall be paid adjusted in cash to the former holders of such Notes on the next succeeding interest payment date. After the Mandatory Conversion, the Notes will no longer represent Indebtedness of the Company, will no longer accrue interest or require the Company to make any payment of principal, and the Company's obligations to make any further payments with respect to the Notes will terminate (except for under certain instances as provided in this Section 14.3). The Company will cause to be issued in book-entry form shares of Common Stock sufficient to effect the Mandatory Conversion. The shares of Common Stock issued as a result of the Mandatory Conversion shall be credited through the Depository's book-entry conversion program to the respective account of each Noteholder as of the Mandatory Conversion DateSECTION 2.

Mandatory Conversion. The Notes shall be automatically converted into Common Stock (a) If at any time during the period commencing on the first date January 1, 2002, and ending on December 31, 2004 (the "Mandatory Conversion DatePeriod") on or after the 15th Trading Day following October 15), 2004, on which: (i) the average of the Closing Price (as defined in Section 14.6(g)) of the Common Stock on 15 consecutive preceding Trading Days is equal to or greater than 110shall exceed 180% of the Conversion Price for any Note then in effect for at least thirty (30) trading days in any period of forty-five (45) consecutive trading days, then the Company may, by providing written notice to the holder of such Note (a "Mandatory Conversion Notice") within twenty (20) Business Days after the end of such forty-five (45) day period, require that such holder convert such Note, in whole or in part, into fully paid and nonassessable shares (calculated as to each conversion to the nearest one one-hundredth of a share) of Common Stock at the Conversion Price of such Note, determined as hereinafter provided, in effect at the close of business on the day of conversion. Each Mandatory Conversion Notice shall (i) specify in reasonable detail the computations of the Closing Price and the Conversion Price on the basis of which the Company is electing to exercise its right to require conversion of the Note pursuant to this Section 2.2, and (ii) the principal amount of the Note that the Company has sufficient is requiring the holder to convert pursuant to this Section 2.2. Notwithstanding anything to the contrary contained herein, the Company shall not be entitled to require any holder of a Note to convert such Note, in whole or in part, into Common Stock pursuant to this Section 2.2 unless a Shelf Registration Statement (as defined in the Second Amended and Restated Registration Rights Agreement) covering resales of the Common Stock issuable upon conversion of such Note is effective and available for use for at least sixty (60) days after the Conversion Shares are issued to such holder upon such conversion. (b) Any Note converted pursuant to Section 2.2(a) shall be converted into a number of full shares of Common Stock (or other securities into which the Notes are then convertible) authorized to execute the Mandatory Conversion (as defined below). The Notes shall be converted into that number of fully paid and nonassessable shares of Common Stock (or other securities into which the Notes are then convertible) obtained computed by dividing the aggregate principal amount of the Notes such Note or portion thereof surrendered for conversion by the Conversion Price in effect at such time rounded to the nearest 1/100,000th close of a share (with 0.000005 being rolled upward)(the "Mandatory Conversion")business on the day of conversion. The Company will monitor the Closing Conversion Price of the Common Stock. Upon the occurrence of Mandatory Conversion, the Company shall complete the appropriate instruction form for conversion pursuant to the Depository's book-entry conversion program and follow the other procedures set forth in such program. Any unpaid interest on the Notes accrued as of the Mandatory Conversion Date shall be paid adjusted in cash to the former holders of such Notes on the next succeeding interest payment date. After the Mandatory Conversion, the Notes will no longer represent Indebtedness of the Company, will no longer accrue interest or require the Company to make any payment of principal, and the Company's obligations to make any further payments with respect to the Notes will terminate (except for under certain instances as provided in this Section 14.3). The Company will cause to be issued in book-entry form shares of Common Stock sufficient to effect the Mandatory Conversion. The shares of Common Stock issued as a result of the Mandatory Conversion shall be credited through the Depository's book-entry conversion program to the respective account of each Noteholder as of the Mandatory Conversion Date2.

Mandatory Conversion. (a) Upon the occurrence of Trading Price Conversion Event (as defined below), Parent may require the Lender to convert the entire unpaid principal amount of the Notes, together with any accrued but unpaid interest and Fees thereon (the "Mandatory Conversion Amount"), into Common Stock. The Notes number of shares of Common Stock issuable upon such conversion shall be automatically converted into determined by dividing the Mandatory Conversion Amount by the Conversion Price in effect at the time of the Trading Price Conversion Event. For purposes of this Agreement, a "Trading Price Conversion Event" shall be deemed to occur if (a) the Borrowers are in full compliance with all the terms of the Existing Senior Credit Facility (as in effect at such time), and no event of default has occurred or is continuing thereunder; (b) no Default or Event of Default has occurred and is continuing hereunder; (c) the Parent has maintained and at the time is maintaining the listing of its Common Stock on the first NASDAQ National Market or the New York Stock Exchange; (d) Parent's Common Stock maintains a trading price at or above $4.50 per share for a period of forty-five (45) consecutive trading days; and (e) the trading volume of the Parent's Common Stock on such exchange on any day in such forty-five (45) day period is not less than 40,000 shares. (b) If, upon the occurrence of a Trading Price Conversion Event, Parent elects to effect a mandatory conversion in accordance with the terms of this Section 2.2, Parent shall deliver written notice to the Lender to such effect. The date on which the Lender receives such notice from Parent is the effective date of the conversion (the "Mandatory Conversion Date"). As soon as practicable, but in no event later than five (5) on or business days after the 15th Trading Day following October 15Mandatory Conversion Date, 2004, on which: Parent shall deliver to the Lender (ior such party or parties as Lender shall designate) a certificate for the average number of the Closing Price (as defined in Section 14.6(g)) of the Common Stock on 15 consecutive preceding Trading Days is equal to or greater than 110% of the Conversion Price and (ii) the Company has sufficient full shares of Common Stock (or other securities into which issuable upon the Notes are then convertible) authorized to execute the Mandatory Conversion (as defined below). The Notes shall be converted into that number of fully paid and nonassessable shares of Common Stock (or other securities into which the Notes are then convertible) obtained by dividing the aggregate principal amount conver sion of the Notes by the Conversion Price in effect at such time with any fractional share being rounded up to the nearest 1/100,000th of a share (with 0.000005 being rolled upward)(the "Mandatory Conversion")full share. The Company will monitor person in whose name the Closing Price of the Common Stock. Upon the occurrence of Mandatory Conversion, the Company shall complete the appropriate instruction form for conversion pursuant to the Depository's book-entry conversion program and follow the other procedures set forth in such program. Any unpaid interest on the Notes accrued as of the Mandatory Conversion Date certificate is registered shall be paid in cash to the former holders of such Notes on the next succeeding interest payment date. After the Mandatory Conversion, the Notes will no longer represent Indebtedness of the Company, will no longer accrue interest or require the Company to make any payment of principal, and the Company's obligations to make any further payments with respect to the Notes will terminate (except for under this Section 14.3). The Company will cause to be issued in book-entry form shares of Common Stock sufficient to effect the Mandatory Conversion. The shares of Common Stock issued treated as a result shareholder of the Mandatory Conversion shall be credited through the Depository's book-entry conversion program to the respective account of each Noteholder as of record on and after the Mandatory Conversion Date.

Mandatory Conversion. The Notes shall be automatically converted into Common Stock (a) If at any time during the period commencing on the first date January 1, 2002, and ending on December 31, 2004 (the "Mandatory Conversion DatePeriod") on or after the 15th Trading Day following October 15), 2004, on which: (i) the average of the Closing Price (as defined in Section 14.6(g)the form of Note) of the Common Stock on 15 consecutive preceding Trading Days is equal to or greater than 110shall exceed 180% of the Conversion Price then in effect for at least thirty (30) trading days in any period of forty-five (45) consecutive trading days, then the Company may, by providing written notice to the holder of any Note (a "Mandatory Conversion Notice") within twenty (20) Business Days after the end of such forty-five (45) day period, require that such holder convert such Note, in whole or in part, into fully paid and nonassessable shares (calculated as to each conversion to the nearest one one-hundredth of a share) of Common Stock at the Conversion Price, determined as hereinafter provided, in effect at the close of business on the day of conversion. Each Mandatory Conversion Notice shall (i) specify in reasonable detail the computations of the Closing Price and the Conversion Price on the basis of which the Company is electing to exercise its right to require conversion of the Note pursuant to this Section 2.2, and (ii) the principal amount of the Note that the Company has sufficient is requiring the holder to convert pursuant to this Section 2.2. Notwithstanding anything to the contrary contained herein, the Company shall not be entitled to require any holder of a Note to convert such Note, in whole or in part, into Common Stock pursuant to this Section 2.2 unless a Shelf Registration Statement (as defined in the Registration Rights Agreement) covering resales of the Common Stock issuable upon conversion of such Note is effective and available for use for at least sixty (60) days after the Conversion Shares are issued to such holder upon such conversion. (b) Any Note converted pursuant to Section 2.2(a) shall be converted into a number of full shares of Common Stock (or other securities into which the Notes are then convertible) authorized to execute the Mandatory Conversion (as defined below). The Notes shall be converted into that number of fully paid and nonassessable shares of Common Stock (or other securities into which the Notes are then convertible) obtained computed by dividing the aggregate principal amount of the Notes such Note or portion thereof surrendered for conversion by the Conversion Price in effect at such time rounded to the nearest 1/100,000th close of a share (with 0.000005 being rolled upward)(the "Mandatory Conversion")business on the day of conversion. The Company will monitor the Closing Conversion Price of the Common Stock. Upon the occurrence of Mandatory Conversion, the Company shall complete the appropriate instruction form for conversion pursuant to the Depository's book-entry conversion program and follow the other procedures set forth in such program. Any unpaid interest on the Notes accrued as of the Mandatory Conversion Date shall be paid adjusted in cash to the former holders of such Notes on the next succeeding interest payment date. After the Mandatory Conversion, the Notes will no longer represent Indebtedness of the Company, will no longer accrue interest or require the Company to make any payment of principal, and the Company's obligations to make any further payments with respect to the Notes will terminate (except for under certain instances as provided in this Section 14.3). The Company will cause to be issued in book-entry form shares of Common Stock sufficient to effect the Mandatory Conversion. The shares of Common Stock issued as a result of the Mandatory Conversion shall be credited through the Depository's book-entry conversion program to the respective account of each Noteholder as of the Mandatory Conversion Date2.

Mandatory Conversion. The Notes shall be automatically converted into Common Stock on the first date (the "Mandatory Conversion Date") on or If, at any time after the 15th Trading Day following October 15, 2004, on which: (i) the average six-month anniversary of the Closing Price date hereof (as defined in Section 14.6(g)) or, if earlier, the date that a resale registration statement on Form S-3 covering the resale of all of the Common Stock on 15 consecutive preceding Trading Days is equal to or greater than 110% of the Conversion Price and (ii) the Company has sufficient shares of Common Stock (or other securities into which issuable upon conversion of this Note is effective), provided that the Notes are then convertible) authorized to execute the Mandatory Conversion (as defined below). The Notes shall be converted into that number of fully paid and nonassessable shares of Common Stock is then listed or quoted on a Trading Market and has been so listed or quoted during the preceding thirty (30) Business Days, the Company’s VWAP equals or other securities exceeds $10.00 for twenty (20) Business Days during any thirty (30) Business Day period, this Note, together with accrued interest thereon, may be converted, in whole or in part, into which Conversion Shares at the Notes are then convertible) obtained by dividing the aggregate principal amount option of the Notes by the Conversion Price in effect Company, at such any time rounded and from time to time (subject to the nearest 1/100,000th of a share (with 0.000005 being rolled upward)(the "Mandatory Conversion"conversion limitations set forth in Section 5(g) hereof). The Company will monitor the Closing Price shall effect conversions by delivering to Noteholder a notice of the Common Stock. Upon the occurrence of Mandatory Conversionconversion, the Company shall complete form of which is attached hereto as Exhibit B (each, a “Notice of Conversion (Company)”), specifying therein the appropriate instruction form for conversion pursuant principal amount of this Note, together with accrued interest thereon, and/or any other amounts due under this Note to be converted and the Depository's book-entry conversion program and follow Conversion Date. If no Conversion Date is specified in a Notice of Conversion (Company), the other procedures set forth in such program. Any unpaid interest on the Notes accrued as of the Mandatory Conversion Date shall be paid the date that such Notice of Conversion is deemed delivered hereunder. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in cash an amount equal to the former holders applicable principal amount converted. The Noteholder and the Company shall update the Principal Schedule to show the principal amount(s) converted and the date of such Notes on the next succeeding interest payment date. After the Mandatory Conversion, the Notes will no longer represent Indebtedness of the Company, will no longer accrue interest or require the Company to make any payment of principal, and the Company's obligations to make any further payments with respect to the Notes will terminate (except for under this Section 14.3conversion(s). The Company will cause to be issued in book-entry form shares Noteholder, and any assignee by acceptance of Common Stock sufficient to effect the Mandatory Conversion. The shares of Common Stock issued as a result this Note, acknowledge and agree that, by reason of the Mandatory Conversion shall provisions of this paragraph, following conversion of a portion of this Note, the outstanding principal amount of this Note may be credited through less than the Depository's book-entry conversion program to amount stated on the respective account of each Noteholder as of the Mandatory Conversion Dateface hereof.

Mandatory Conversion. The (a) Subject to and upon compliance with the provisions of this Article 14, the Company shall convert all outstanding Notes shall be automatically converted into Common Stock on at the first date Conversion Rate (a “Mandatory Conversion”) upon the "earliest to occur of the following (each, a “Mandatory Conversion Date") on or after the 15th Trading Day following October 15, 2004, on which: Event”): (i) the average closing or effective date of any bona fide arm’s length issuance by the Company of Common Stock to third parties that are not stockholders of the Closing Price Company (as defined in Section 14.6(g)) or Affiliates of stockholders of the Common Stock on 15 consecutive preceding Trading Days Company) for cash with (x) a total issuance size that is greater than or equal to or $100,000,000 and (y) a per-share price greater than 110% of the Conversion Price and or equal to $34.16, before underwriting commissions, placement fees or similar expenses; (ii) the Company has sufficient shares of Common Stock Business Day immediately succeeding the thirty (or other securities into 30) day period beginning on the date on which the Notes are then convertible) authorized to execute the Mandatory Conversion (as defined below). The Notes shall be converted into that number Holders of fully paid and nonassessable shares of Common Stock (or other securities into which the Notes are then convertible) obtained by dividing the at least a majority in aggregate principal amount of the Notes by the Conversion Price in effect at such time rounded then outstanding deliver written notice to the nearest 1/100,000th Company to convert the Notes; (iii) if the Common Stock is listed on a U.S. national securities exchange, the first Trading Day on which the average of a share (with 0.000005 being rolled upward)(the "Mandatory Conversion"). The Company will monitor the Closing Price Last Reported Sale Prices of the Common Stock. Upon Stock over the occurrence thirty (30) consecutive Trading Day period ending on such Trading Day is 50% greater than $34.16; (iv) the closing or effective date of Mandatory Conversion, any bona fide refinancing of the First Lien Credit Facility after a determination by the Board of Directors in good faith that: (A) such refinancing provides for terms that are materially more favorable to the Company shall complete than the appropriate instruction form for conversion pursuant to the Depository's book-entry conversion program and follow the other procedures set forth in such program. Any unpaid interest on the Notes accrued as terms of the First Lien Credit Facility before such refinancing and (B) the causing of a Mandatory Conversion Date shall be paid in cash to is not the former holders primary purpose of such Notes on refinancing; (v) the next succeeding interest payment date. After closing or effective date of any Change of Control Transaction; or (vi) the Mandatory ConversionMaturity Date. (b) Notwithstanding the foregoing, the Notes will no longer represent Indebtedness of the Company, will no longer accrue interest or require the Company to make any payment of principal, and the Company's obligations to make any further payments with respect to the Notes will terminate (except for under this Section 14.3). The Company will cause to be issued in book-entry form shares of Common Stock sufficient to effect the Mandatory Conversion. The shares of Common Stock issued as a result of the Mandatory Conversion shall be credited through effected if a Default or Event of Default has occurred or is continuing. (c) Neither the Depository's book-entry conversion program Trustee nor the Conversion Agent shall have any duty or responsibility to the respective account of each Noteholder as of the monitor or determine whether a Mandatory Conversion DateEvent has occurred.

Mandatory Conversion. The (a) Subject to and upon compliance with the provisions of this Article 14, the Company shall convert all outstanding Notes shall be automatically converted into Common Stock on at the first date Conversion Rate (a “Mandatory Conversion”) upon the "earliest to occur of the following (each, a “Mandatory Conversion Date") on or after the 15th Trading Day following October 15, 2004, on which: Event”): (i) the average closing or effective date of any bona fide arm’s length issuance by the Company of Common Stock to third parties that are not stockholders of the Closing Price Company (as defined in Section 14.6(g)) or Affiliates of stockholders of the Common Stock on 15 consecutive preceding Trading Days Company) for cash with (x) a total issuance size that is greater than or equal to or $100,000,000 and (y) a per-share price greater than 110% of the Conversion Price and or equal to $[ ], before underwriting commissions, placement fees or similar expenses; (ii) the Company has sufficient shares of Common Stock Business Day immediately succeeding the thirty (or other securities into 30) day period beginning on the date on which the Notes are then convertible) authorized to execute the Mandatory Conversion (as defined below). The Notes shall be converted into that number Holders of fully paid and nonassessable shares of Common Stock (or other securities into which the Notes are then convertible) obtained by dividing the at least a majority in aggregate principal amount of the Notes by the Conversion Price in effect at such time rounded then outstanding deliver written notice to the nearest 1/100,000th Company to convert the Notes; (iii) if the Common Stock is listed on a U.S. national securities exchange, the first Trading Day on which the average of a share (with 0.000005 being rolled upward)(the "Mandatory Conversion"). The Company will monitor the Closing Price Last Reported Sale Prices of the Common Stock. Upon Stock over the occurrence thirty (30) consecutive Trading Day period ending on such Trading Day is 50% greater than $[ ]; (iv) the closing or effective date of Mandatory Conversion, any bona fide refinancing of the First Lien Credit Facility after a determination by the Board of Directors in good faith that: (A) such refinancing provides for terms that are materially more favorable to the Company shall complete than the appropriate instruction form for conversion pursuant to the Depository's book-entry conversion program and follow the other procedures set forth in such program. Any unpaid interest on the Notes accrued as terms of the First Lien Credit Facility before such refinancing and (B) the causing of a Mandatory Conversion Date shall be paid in cash to is not the former holders primary purpose of such Notes on refinancing; (v) the next succeeding interest payment date. After closing or effective date of any Change of Control Transaction; or (vi) the Mandatory ConversionMaturity Date. (b) Notwithstanding the foregoing, the Notes will no longer represent Indebtedness of the Company, will no longer accrue interest or require the Company to make any payment of principal, and the Company's obligations to make any further payments with respect to the Notes will terminate (except for under this Section 14.3). The Company will cause to be issued in book-entry form shares of Common Stock sufficient to effect the Mandatory Conversion. The shares of Common Stock issued as a result of the Mandatory Conversion shall be credited through effected if a Default or Event of Default has occurred or is continuing. (c) Neither the Depository's book-entry conversion program Trustee nor the Conversion Agent shall have any duty or responsibility to the respective account of each Noteholder as of the monitor or determine whether a Mandatory Conversion DateEvent has occurred.

Mandatory Conversion. The Notes shall be automatically converted into Common Stock on the first date (the "“Mandatory Conversion Date"”) on or after the 15th Trading Day following October 15, 20042005, on which: (i) the average of the Closing Price (as defined in Section 14.6(g)) of the Common Stock on 15 consecutive preceding Trading Days is equal to or greater than 110% of the Conversion Price and (ii) the Company has sufficient shares of Common Stock (or other securities into which the Notes are then convertible) authorized to execute the Mandatory Conversion (as defined below). The Notes shall be converted into that number of fully paid and nonassessable shares of Common Stock (or other securities into which the Notes are then convertible) obtained by dividing the aggregate principal amount of the Notes by the Conversion Price in effect at such time rounded to the nearest 1/100,000th of a share (with 0.000005 being rolled upward)(the "upward) (the “Mandatory Conversion"”). The Company will monitor the Closing Price of the Common Stock. Upon As promptly as practicable after the occurrence Mandatory Conversion Date as set forth above, subject to Section 14.1(b) and in compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of Mandatory Conversionthe Noteholder (as if such transfer were a transfer of the Note or Notes (or portion thereof) so converted), the Company shall complete issue and shall deliver to such holder at the appropriate instruction form office or agency maintained by the Company for conversion such purpose pursuant to Section 4.2, a certificate or certificates for the Depository's book-entry number of full shares issuable upon the conversion program of such Note or portion thereof accordance with the provisions of this Article XIV and follow the other procedures set forth shall issue a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such programconversion, as provided in Section 14.4. Any unpaid interest on the Notes accrued as of the Mandatory Conversion Date shall be paid in cash to the former holders of such Notes on the next succeeding interest payment date. After the Mandatory ConversionConversion Date, the Notes will no longer represent Indebtedness of the Company, will no longer accrue interest or require the Company to make any payment of principal, and the Company's ’s obligations to make any further payments with respect to the Notes will terminate (except for under this Section 14.3). The Company will cause to be issued Upon the conversion of an interest in book-entry form shares of Common Stock sufficient to effect a global Note, the Mandatory Conversion. The shares of Common Stock issued as a result Trustee, or the Custodian at the direction of the Mandatory Conversion Trustee, shall be credited through the Depository's book-entry conversion program make a notation on such global Note as to the respective account of each Noteholder as of reduction in the Mandatory Conversion Dateprincipal amount represented thereby.

Mandatory Conversion. The Notes (i) If at any time after the Issuance Date, the closing per share price of the Common Stock exceeds $8.00 (as such price may be proportionally adjusted for stock splits, reverse splits, stock dividends and recapitalizations) for 30 consecutive Trading Days (the "PRICING EVENT"), and further provided that there has been Effective Registration for at least such 30 Trading Day period and including the Mandatory Conversion Date (as defined below) the Company shall have the option, exercisable by delivering an irrevocable notice to the Holder (the "MANDATORY CONVERSION NOTICE") to provide that the Note shall be automatically converted into Common Stock at the Conversion Price on the first a date (the "MANDATORY CONVERSION DATE") at least 30 but no more than 60 days from the date of the Mandatory Conversion Notice. The foregoing shall not affect the right of the Holder to convert this Note pursuant to Section 3(a) above at all times up to and including the Mandatory Conversion Date". (ii) Notwithstanding the preceding subsection (m)(i), the Holder of the Note shall not be obligated to convert this Note on or after a Mandatory Conversion Date unless and until each of the 15th Trading Day following October 15conditions has been satisfied at all times from the date of the Mandatory Conversion Notice up to and including the Mandatory Conversion Date: A. There is Effective Registration; B. No Event of Default has occurred and is continuing; and C. The Holder has received unlegended certificates representing Common Shares (as defined in the Purchase Agreement) with respect to all conversions for which Conversion Notices have been given. (iii) In the event that the number of shares of Common Stock that would be issued to the Holder would result in the Holder exceeding the limitation set fort in Section 3(l) above, 2004then the Company shall issue to the Holder upon conversion of the Holder's Note, on which: only the number of shares as would not cause the Holder to exceed such amount and with respect to the balance of the Note, an amount in cash equal to the greater of (i) the average Principal Amount of such balance of the Closing Price (as defined in Section 14.6(g)) of the Common Stock on 15 consecutive preceding Trading Days is equal to or greater than 110% of the Conversion Price Note and (ii) the Company has sufficient shares of Common Stock (or other securities into which the Notes are then convertible) authorized to execute the Mandatory Conversion (as defined below). The Notes shall be converted into that number of fully paid and nonassessable shares of Common Stock (or other securities into which the Notes are then convertible) obtained by dividing the aggregate principal amount of the Notes by the Conversion Price in effect at such time rounded to the nearest 1/100,000th of a share (with 0.000005 being rolled upward)(the "Mandatory Conversion"). The Company will monitor the Closing Market Price of the Common Stock. Upon Underlying Shares of such balance of the occurrence of Mandatory Conversion, the Company shall complete the appropriate instruction form for conversion pursuant to the Depository's book-entry conversion program and follow the other procedures set forth in such program. Any unpaid interest on the Notes accrued Note as of the Mandatory Conversion Date shall be paid in cash to the former holders of such Notes on the next succeeding interest payment date. After the Mandatory Conversion, the Notes will no longer represent Indebtedness of the Company, will no longer accrue interest or require the Company to make any payment of principal, and the Company's obligations to make any further payments with respect to the Notes will terminate (except for under this Section 14.3). The Company will cause to be issued in book-entry form shares of Common Stock sufficient to effect the Mandatory Conversion. The shares of Common Stock issued as a result of the Mandatory Conversion shall be credited through the Depository's book-entry conversion program to the respective account of each Noteholder as date of the Mandatory Conversion Date. (iv) Such forced conversion shall be subject to and governed by all the provisions relating to voluntary conversion of the Note contained herein.

Mandatory Conversion. The Notes shall be automatically converted into Common Stock on the first date (the "“Mandatory Conversion Date"”) on or after the 15th Trading Day following October 15, 20042005, on which: (i) the average of the Closing Price (as defined in Section 14.6(g)) of the Common Stock on 15 consecutive preceding Trading Days is equal to or greater than 110% of the Conversion Price and (ii) the Company has sufficient shares of Common Stock (or other securities into which the Notes are then convertible) authorized to execute the Mandatory Conversion (as defined below). The Notes shall be converted into that number of fully paid and nonassessable shares of Common Stock (or other securities into which the Notes are then convertible) obtained by dividing the aggregate principal amount of the Notes by the Conversion Price in effect at such time rounded to the nearest 1/100,000th of a share (with 0.000005 being rolled upward)(the "upward) (the “Mandatory Conversion"”). The Company will monitor the Closing Price of the Common Stock. Upon the occurrence of Mandatory Conversion, the Company shall complete the appropriate instruction form for conversion pursuant to the Depository's ’s book-entry conversion program and follow the other procedures set forth in such program. Any unpaid interest on the Notes accrued as of the Mandatory Conversion Date shall be paid in cash to the former holders of such Notes on the next succeeding interest payment date. After the Mandatory Conversion, the Notes will no longer represent Indebtedness of the Company, will no longer accrue interest or require the Company to make any payment of principal, and the Company's ’s obligations to make any further payments with respect to the Notes will terminate (except for under this Section 14.3). The Company will cause to be issued in book-entry form shares of Common Stock sufficient to effect the Mandatory ConversionConversion and shall issue a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion, as provided in Section 14.4. The shares of Common Stock issued as a result of the Mandatory Conversion shall be credited through the Depository's ’s book-entry conversion program to the respective account of each Noteholder as of the Mandatory Conversion Date.

Mandatory Conversion. The Notes Upon the closing of a financing (a "Qualified Offering") by the Company during the term of the Note (the "Conversion Date") involving the sale of at least $15,000,000 in equity securities by the Company (and/or securities convertible into equity securities of the Company (the "Equity Financing Securities)), all of the outstanding principal amount of this Note, together with accrued and unpaid interest due thereon, shall be automatically converted automatically, without the necessity of any action by the Holder or the Company, convert (the "Mandatory Conversion") into Common Stock on units of the first date Company (the "Units") at a conversion price per Unit equal to the lesser of 80% of (a) the price per share of the Equity Financing Securities sold in the Qualified Offering, or (b) $7.00 (the "Mandatory Conversion DatePrice"). Each Unit shall consists of one share (the "Unit Shares") on or after of the 15th Trading Day following October 15Company's common stock, 2004$0.0001 par value per share (the "Common Stock"), on which: and one five-year warrant (the "Unit Warrants") to purchase one additional share (the "Unit Warrant Shares") of Common Stock at an exercise price equal to 125% of the price per share of the Equity Financing Securities sold in the Qualified Offering. The number of Units issuable upon a Mandatory Conversion of this Note shall be determined by the quotient obtained by dividing (i) the average outstanding principal amount of the Closing Price (as defined in Section 14.6(g)) of the Common Stock this Note being converted plus accrued but unpaid interest thereon on 15 consecutive preceding Trading Days is equal to or greater than 110% of the Conversion Price and Date by (ii) the Company has sufficient shares of Common Stock (or other securities into which the Notes are then convertible) authorized to execute the Mandatory Conversion (as defined below)Price. The Notes calculation by the Company of the number of Units to be received by the Holder upon conversion hereof, shall be converted into that conclusive absent manifest error. No fraction of Units will be issued on conversion, but the number of fully paid and nonassessable shares of Common Stock (or other securities into which the Notes are then convertible) obtained by dividing the aggregate principal amount of the Notes by the Conversion Price in effect at such time Units shall be rounded to the nearest 1/100,000th whole number of a share (with 0.000005 being rolled upward)(the "Units. On the Conversion Date, as the result of the Mandatory Conversion", the Note shall be of no further force or effect and shall be terminated. The Holder shall thereafter return this Note to the Company via a nationally recognized overnight delivery service (or provide an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). The Company will monitor On or before the Closing Price of fifth trading day for the Common Stock. Upon Stock following the occurrence of Mandatory Conversion, the Company shall complete the appropriate instruction form for conversion pursuant cause its transfer agent to issue and deliver to the Depository's book-entry conversion program and follow Holder at the address specified in this Note or such other procedures set forth address as directed by the Holder, a certificate, registered in such program. Any unpaid interest on the Notes accrued as name of the Mandatory Conversion Date shall be paid in cash Holder, for the number of Units to which the former holders of such Notes on the next succeeding interest payment date. After the Mandatory Conversion, the Notes will no longer represent Indebtedness of the Company, will no longer accrue interest or require the Company to make any payment of principal, and the Company's obligations to make any further payments with respect to the Notes will terminate (except for under this Section 14.3). The Company will cause to be issued in book-entry form shares of Common Stock sufficient to effect the Mandatory Conversion. The shares of Common Stock issued as a result of the Mandatory Conversion shall be credited through the Depository's book-entry conversion program to the respective account of each Noteholder as of the Mandatory Conversion DateHolder is entitled."