Common use of Redemption at Option of Holders Clause in Contracts

Redemption at Option of Holders. (i) Subject to Section 8(a)(ii), if requested by a Holder (an “Electing Holder”), such Holder shall have the right, but not the obligation, to require the Company from time to time to redeem all or any portion of such Holder’s Preferred Stock (a) on or after the Voluntary Redemption Date, at a cash redemption price equal to the then Accreted Value of such Preferred Stock (plus accrued and unpaid dividends) to be redeemed or (b) on or after the seventh anniversary of the Issue Date (but before the Voluntary Redemption Date), in exchange for that number of shares of Common Stock as equals the product of the number of shares of Preferred Stock being so redeemed multiplied by the quotient of (i) the Accreted Value then in effect plus accrued and unpaid dividends as of such date divided by (ii) the Current Market Price on the Redemption Date, with any resulting fractional shares of Common Stock to be rounded up to the next full share (either of such value or the value described in clause (a) being the “Voluntary Redemption Price”). (ii) If the Company is unable to redeem any shares of Preferred Stock then to be redeemed because such redemption would violate the applicable laws of the State of Delaware, then the Company shall redeem the shares of Preferred Stock that it is entitled to redeem pursuant to the laws of the State of Delaware and shall redeem such other shares then subject to redemption as soon thereafter as redemption would not violate such laws. (iii) The Electing Holders shall give the Company written notice of their election to have their Preferred Stock redeemed pursuant to this Section 8(a) at least thirty (30) days prior to any applicable date selected by the Electing Holders (the “Redemption Date”) on which the Electing Holders desire to have shares of Preferred Stock so redeemed (the “Electing Holders Redemption Notice”). On or prior to each Redemption Date, each holder of Preferred Stock to be redeemed shall surrender its certificate or certificates representing such redeemed shares to the Company, in the manner and at the place specified by the Company, and thereupon the applicable Voluntary Redemption Price of such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be canceled. In the event less than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares.

Redemption at Option of Holders. (ia) Subject Each holder of shares of Series B Preferred Stock shall be entitled, at such holder's option, by notice to Section 8(a)(ii), if requested by a Holder (the Corporation given within 20 days after the occurrence of an “Electing Holder”), such Holder shall have the right, but not the obligationOptional Redemption Event, to require the Company from time to time Corporation to redeem all or any a portion of such Holder’s Preferred Stock (a) on or after shares following the Voluntary occurrence of an Optional Redemption Date, at a cash redemption price equal to the then Accreted Value of such Preferred Stock (plus accrued and unpaid dividends) to be redeemed or Event. (b) on or after To exercise the seventh anniversary of the Issue Date (but before the Voluntary Redemption Date)optional redemption right, in exchange for that number a holder of shares of Common Series B Preferred Stock as equals shall deliver to the product Corporation a notice of redemption (an "Optional Redemption Notice"), accompanied by the certificate for the shares of Series B Preferred Stock to be redeemed. Any Optional Redemption Notice shall state (1) that the holder delivering such notice is thereby requiring the Corporation to redeem shares of Series B Preferred Stock pursuant to this Section 9, (2) the Optional Redemption Event giving rise to such redemption, and (3) the number of shares of Series B Preferred Stock being so redeemed multiplied held by such holder which are to be redeemed. In no event later than five business days following receipt of such notice by the quotient Corporation, the Corporation shall make payment in immediately available funds of (i) the Accreted Value then in effect plus accrued and unpaid dividends as Optional Redemption Price applicable on the date of such date divided by (ii) the Current Market Price on the Redemption Date, redemption with any resulting fractional shares of Common Stock respect to be rounded up to the next full share (either of such value or the value described in clause (a) being the “Voluntary Redemption Price”). (ii) If the Company is unable to redeem any shares of Preferred Stock then to be redeemed because such redemption would violate the applicable laws of the State of Delaware, then the Company shall redeem the shares of Preferred Stock that it is entitled to redeem pursuant to the laws of the State of Delaware and shall redeem such other shares then subject to redemption as soon thereafter as redemption would not violate such laws. (iii) The Electing Holders shall give the Company written notice of their election to have their Preferred Stock redeemed pursuant to this Section 8(a) at least thirty (30) days prior to any applicable date selected by the Electing Holders (the “Redemption Date”) on which the Electing Holders desire to have shares of Preferred Stock so redeemed (the “Electing Holders Redemption Notice”). On or prior to each Redemption Date, each holder of Series B Preferred Stock to be redeemed shall surrender its certificate to or certificates representing such redeemed shares to the Company, in the manner and at the place specified by the Company, and thereupon the applicable Voluntary Redemption Price of such shares shall be payable to upon the order of such holder as specified by such holder in the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be canceledOptional Redemption Notice. In the event Upon redemption of less than all of the shares represented of Series B Preferred Stock evidenced by any a particular certificate, promptly, but in no event later than three business days after surrender of such certificate are redeemedto the Corporation, a new certificate shall be issued representing the unredeemed shares.Corporation shall

Redemption at Option of Holders. (ia) Subject If there shall occur a Fundamental Change at any time prior to Section 8(a)(ii)maturity of the Notes, if requested by a Holder (an “Electing Holder”), such Holder then each Noteholder shall have the right, but not the obligationat such holder's option, to require the Company from time to time to redeem all such holder's Notes, in whole but not in part, in integral multiples of E1,000 principal amount, or any portion thereof that is an integral multiple of such Holder’s Preferred Stock (a) on or after the Voluntary Redemption Date$1,000 principal amount, at a cash redemption price equal to the then Accreted Value of such Preferred Stock (plus accrued and unpaid dividends) to be redeemed or (b) on or after the seventh anniversary of the Issue Date (but before the Voluntary Redemption Date), in exchange for that number of shares of Common Stock as equals the product of the number of shares of Preferred Stock being so redeemed multiplied by the quotient of (i) the Accreted Value then in effect plus accrued and unpaid dividends as of such date divided by (ii) the Current Market Price on the Redemption date (the "Repurchase Date, with any resulting fractional shares of Common Stock to be rounded up to the next full share (either of such value or the value described in clause (a") being the “Voluntary Redemption Price”). (ii) If the Company that is unable to redeem any shares of Preferred Stock then to be redeemed because such redemption would violate the applicable laws of the State of Delaware, then the Company shall redeem the shares of Preferred Stock that it is entitled to redeem pursuant to the laws of the State of Delaware and shall redeem such other shares then subject to redemption as soon thereafter as redemption would not violate such laws. (iii) The Electing Holders shall give the Company written notice of their election to have their Preferred Stock redeemed pursuant to this Section 8(a) at least thirty (30) days after the date of the Company Notice (as defined in Section 3.5(b) below) of such Fundamental Change (or, if such 30th day is not a Business Day, the immediately preceding Business Day) at a redemption price equal to 100% of the principal amount thereof, together with accrued interest to (but excluding) the Repurchase Date; provided that, if such Repurchase Date is February 16, then the interest payable on such date shall be paid to the holders of record of the Notes on the next preceding February 1. (b) On or before the tenth day after the occurrence of a Fundamental Change, the Company or at its written request (which must be received by the Trustee at least five (5) Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree in writing to a shorter period), the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed to all holders of record on the date of the Fundamental Change a notice (the "Company Notice") of the occurrence of such Fundamental Change and of the redemption right at the option of the holders arising as a result thereof. Such notice shall be mailed in the manner and with the effect set forth in the first paragraph of Section 3.2 (without regard for the time limits set forth therein). If the Company shall give such notice, the Company shall also deliver a copy of the Company Notice to the Trustee at such time as it is mailed to Noteholders. Each Company Notice shall specify the circumstances constituting the Fundamental Change, the Repurchase Date, the price at which the Company shall be obligated to redeem Notes, that the holder must exercise the redemption right on or prior to the close of business on the Repurchase Date (the "Fundamental Change Expiration Time"), that the holder shall have the right to withdraw any applicable date selected Notes surrendered prior to the Fundamental Change Expiration Time, a description of the procedure which a Noteholder must follow to exercise such redemption right and to withdraw any surrendered Notes, the place or places where the holder is to surrender such holder's Notes, and the amount of interest accrued on each Note to the Repurchase Date. No failure of the Company to give the foregoing notices and no defect therein shall limit the Noteholders' redemption rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.5. (c) For a Note to be so repaid at the option of the holder, the Company must receive at the office or agency of the Company maintained for that purpose or, at the option of such holder, the Corporate Trust Office, such Note with the form entitled "Option to Elect Repayment Upon A Fundamental Change" on the reverse thereof duly completed, together with such Notes duly endorsed for transfer, on or before the Fundamental Change Expiration Time. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Electing Holders Company, whose determination shall be final and binding absent manifest error. (the “Redemption Date”d) on which the Electing Holders desire to have shares of Preferred Stock so redeemed (the “Electing Holders Redemption Notice”). On or prior to each Redemption the Repurchase Date, each holder the Company will deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in (e) In the case of Preferred Stock a reclassification, change, consolidation, merger, combination, sale or conveyance to be redeemed shall surrender its certificate or certificates representing such redeemed shares to the Companywhich Section 15.7 applies, in which the manner Common Stock of the Company is changed or exchanged as a result into the right to receive stock, securities or other property or assets (including cash), which includes shares of Common Stock of the Company or another Person that are, or upon issuance will be, traded on a United States national securities exchange or approved for trading on an established automated over-the-counter trading market in the United States and such shares constitute at the place specified time such change or exchange becomes effective in excess of 50% of the aggregate fair market value of such stock, securities or other property or assets (including cash) (as determined by the Company, which determination shall be conclusive and thereupon binding), then the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture (accompanied by an Opinion of Counsel that such supplemental indenture complies with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) modifying the provisions of this Indenture relating to the right of holders of the Notes to cause the Company to repurchase the Notes following a Fundamental Change, including without limitation the applicable Voluntary Redemption Price provisions of such shares this Section 3.5 and the definitions of Common Stock and Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be payable conclusive and binding), to make such provisions apply to the order common stock and the issuer thereof if different from the Company and Common Stock of the person whose name appears on such certificate or certificates as Company (in lieu of the owner thereof Company and each surrendered certificate shall be canceled. In the Common Stock of the Company). (f) The Company will comply with the provisions of Rule 13e-4 and any other tender offer rules under the Exchange Act to the extent then applicable in connection with the redemption rights of the holders of Notes in the event less than all the shares represented by any such certificate are redeemed, of a new certificate shall be issued representing the unredeemed sharesFundamental Change.

Redemption at Option of Holders. (i) Subject to Section 8(a)(ii)In the event a Qualifying IPO has not occurred, if requested by a any Holder (an “Electing Holder”)that, such Holder together with its affiliates, owns not less than 20% of the Registrable Securities shall have the right, but not by written notice (the obligation"PRIMARY PUT NOTICE") given during the first 15 Business Days of any quarterly fiscal period of the Issuer occurring after October 25, 2006 and prior to October 25, 2010 to require the Company from time Issuer to time to redeem repurchase ("PUT") all or any portion and not less than all of such Holder’s Preferred Stock 's Registrable Securities (athe "PRIMARY PUT SHARES"). Upon receipt of a Primary Put Notice, the Issuer shall immediately give written notice (the "ISSUER NOTICE OF PUT") on or to each other Holder, if any, of Registrable Securities, which Issuer Notice of Put shall include a copy of the related Primary Put Notice originally delivered to the Issuer and shall state that each other Holder of Registrable Securities shall be entitled to exercise its Put right by delivery to the Issuer, within 15 Business Days after the Voluntary Redemption Datedate of the Issuer Notice of Put, at of a cash redemption price equal put notice (a "TRIGGERED PUT NOTICE" and, together with a Primary Put Notice, a "PUT NOTICE") with respect to all and not less than all of its Registrable Securities (the "TRIGGERED PUT SHARES" and, together with the Primary Put Shares, the "PUT SHARES"). The Issuer shall repurchase all Put Shares with respect to which it has received a Put Notice, upon not less than 10 Business Days' prior written notice to the then Accreted Value electing Holders of Registrable Securities (setting forth the date, time and place of such Preferred Stock (plus accrued repurchase), and unpaid dividends) to be redeemed or (b) on or after the seventh anniversary within 120 days of the Issue Date (but before the Voluntary Redemption Date), in exchange for that number of shares of Common Stock as equals the product date of the number Primary Put Notice (the "PUT DATE"). In the event that Holders of shares of Preferred Stock being so redeemed multiplied by the quotient of (i) the Accreted Value then in effect plus accrued and unpaid dividends as of such date divided by (ii) the Current Market Price on the Redemption Date, with any resulting fractional shares of Common Stock to be rounded up to the next full share (either of such value or the value described in clause (a) being the “Voluntary Redemption Price”). (ii) If the Company is unable to redeem any shares of Preferred Stock then to be redeemed because such redemption would violate the applicable laws more than 75% of the State of DelawareRegistrable Securities exercise the Put, then the Company shall redeem the shares of Preferred Stock that it is entitled to redeem pursuant to the laws of the State of Delaware and shall redeem such other shares then subject to redemption as soon thereafter as redemption would not violate such laws. (iii) The Electing Holders shall Issuer will give the Company prompt written notice of their election such fact to all non-exercising Holders of Registered Securities and any such Holder that does not deliver a Triggered Put Notice within 15 days of such notice will have their Preferred Stock redeemed no further rights under this Section 6. The repurchase by the Issuer of all Put Shares of each Holder that has timely elected to exercise its Put shall occur simultaneously and shall be in accordance with the terms and provisions of this Section 6. Any timely delivered Put Notice given to the Issuer shall be effective and, subject to Section 6.2, the Issuer shall be obligated to repurchase the related Put Shares pursuant to this Section 8(a) at least thirty (30) days prior to any applicable date selected by the Electing Holders (the “Redemption Date”) on which the Electing Holders desire to have shares of Preferred Stock so redeemed (the “Electing Holders Redemption Notice”). On or prior to each Redemption Date, each holder of Preferred Stock to be redeemed shall surrender its certificate or certificates representing such redeemed shares to the Company, in the manner and at the place specified by the Company, and thereupon the applicable Voluntary Redemption Price of such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be canceled. In the event less than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares6.

Redemption at Option of Holders. (ia) Subject If there shall occur a Fundamental Change at any time prior to Section 8(a)(ii)maturity of the Notes, if requested by a Holder (an “Electing Holder”), such Holder then each Noteholder shall have the right, but not the obligationat such holder's option, to require the Company from time to time to redeem all of such holder's Notes, or any portion thereof that is an integral multiple of such Holder’s Preferred Stock (a) on or after the Voluntary Redemption Date$1,000 principal amount, at a cash redemption price equal to the then Accreted Value of such Preferred Stock (plus accrued and unpaid dividends) to be redeemed or (b) on or after the seventh anniversary of the Issue Date (but before the Voluntary Redemption Date), in exchange for that number of shares of Common Stock as equals the product of the number of shares of Preferred Stock being so redeemed multiplied by the quotient of (i) the Accreted Value then in effect plus accrued and unpaid dividends as of such date divided by (ii) the Current Market Price on the Redemption date (the "Repurchase Date, with any resulting fractional shares of Common Stock to be rounded up to the next full share (either of such value or the value described in clause (a") being the “Voluntary Redemption Price”). (ii) If the Company that is unable to redeem any shares of Preferred Stock then to be redeemed because such redemption would violate the applicable laws of the State of Delaware, then the Company shall redeem the shares of Preferred Stock that it is entitled to redeem pursuant to the laws of the State of Delaware and shall redeem such other shares then subject to redemption as soon thereafter as redemption would not violate such laws. (iii) The Electing Holders shall give the Company written notice of their election to have their Preferred Stock redeemed pursuant to this Section 8(a) at least thirty (30) days after the date of the Company Notice (as defined in Section 3.05(b) below) of such Fundamental Change (or, if such 30th day is not a Business Day, the next succeeding Business Day) at a redemption price equal to 100% of the principal amount thereof, together with accrued interest to (but excluding) the Repurchase Date; provided, however, that, if such Repurchase Date is a February 15 or August 15, then the interest payable on such date shall be paid to the holders of record of the Notes on the next preceding February 1 or August 1, respectively. Upon presentation of any Note redeemed in part only, the Company shall execute and, upon the Company's written direction to the Trustee, the Trustee shall authenticate and deliver to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. (b) On or before the tenth day after the occurrence of a Fundamental Change, the Company or at its written request (which must be received by the Trustee at least five (5) Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree in writing to a shorter period), the Trustee, in the name of and at the expense of the Company, shall mail or cause to be mailed to all holders of record on the date of the Fundamental Change a notice (the "Company Notice") of the occurrence of such Fundamental Change and of the redemption right at the option of the holders arising as a result thereof. Such notice shall be mailed in the manner and with the effect set forth in the first paragraph of Section 3.02 (without regard for the time limits set forth therein). If the Company shall give such notice, the Company shall also deliver a copy of the Company Notice to the Trustee at such time as it is mailed to Noteholders. Concurrently with the mailing of any applicable date selected Company Notice, the Company shall issue a press release announcing such Fundamental Change referred to in the Company Notice, the form and content of which press release shall be determined by the Electing Holders Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the Company Notice or any proceedings for the redemption of any Note which any Noteholder may elect to have the Company redeem as provided in this Section 3.05. Each Company Notice shall specify the circumstances constituting the Fundamental Change, the Repurchase Date, the price at which the Company shall be obligated to redeem Notes, that the holder must exercise the redemption right on or prior to the close of business on the Repurchase Date (the “Redemption Date”"Fundamental Change Expiration Time"), that the holder shall have the right to withdraw any Notes surrendered prior to the Fundamental Change Expiration Time, a description of the procedure which a Noteholder must follow to exercise such redemption right and to withdraw any surrendered Notes, the place or places where the holder is to surrender such holder's Notes, the amount of interest accrued on each Note to the Repurchase Date and the "CUSIP" number or numbers of the Notes (if then generally in use). No failure of the Company to give the foregoing notices and no defect therein shall limit the Noteholders' redemption rights or affect the validity of the proceedings for the redemption of the Notes pursuant to this Section 3.05. (c) on which the Electing Holders desire For a Note to have shares of Preferred Stock be so redeemed at the option of the holder, the Company must receive at the office or agency of the Company maintained for that purpose or, at the option of such holder, the Corporate Trust Office, such Note with the form entitled "Option to Elect Repayment Upon A Fundamental Change" on the reverse thereof duly completed, together with such Notes duly endorsed for transfer, on or before the Fundamental Change Expiration Time. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the “Electing Holders Redemption Notice”). Company, whose determination shall be final and binding absent manifest error. (d) On or prior to each Redemption the first Business Day after the Repurchase Date, each holder the Company will deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.04) an amount of Preferred Stock money sufficient to redeem all the Notes to be redeemed shall surrender its certificate on the Repurchase Date at the appropriate redemption price, together with accrued interest to (but excluding) the Repurchase Date; provided, however, that the payment must be received by the Trustee or certificates representing such redeemed shares paying agent, as the case may be, by 10:00 a.m. New York City time, on the first Business Day after the Repurchase Date. Payment for Notes surrendered for redemption (and not withdrawn) prior to the Company, Fundamental Change Expiration Time will be made promptly (but in no event more than five (5) Business Days) following the manner and at Repurchase Date by mailing checks for the place specified by the Company, and thereupon the applicable Voluntary Redemption Price of such shares shall be amount payable to the order holders of such Notes entitled thereto as they shall appear on the registry books of the person whose name appears Company. (e) In the case of a reclassification, change, consolidation, merger, combination, sale or conveyance to which Section 15.06 applies, in which the Common Stock of the Company is changed or exchanged as a result into the right to receive stock, securities or other property or assets (including cash), which includes shares of Common Stock of the Company or shares of common stock of another Person that are, or upon issuance will be, traded on a United States national securities exchange or approved for trading on an established automated over-the-counter trading market in the United States and such certificate shares constitute at the time such change or certificates exchange becomes effective in excess of 50% of the aggregate fair market value of such stock, securities or other property or assets (including cash) (as determined by the Company in good faith, which determination shall be conclusive and binding), then the Person formed by such consolidation or resulting from such merger or which acquires such assets that is the issuer of such common stock, as the owner thereof case may be, shall execute and each surrendered certificate deliver to the Trustee a supplemental indenture (accompanied by an Opinion of Counsel that such supplemental indenture complies with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) modifying the provisions of this Indenture relating to the right of holders of the Notes to cause the Company to repurchase the Notes following a Fundamental Change, including without limitation the applicable provisions of this Section 3.05 and the definitions of Common Stock and Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be canceled. In conclusive and binding), to make such provisions apply to such other Person if different from the Company and the common stock issued by such Person (in lieu of the Company and the Common Stock of the Company). (f) The Company will comply with the provisions of Rule 13e-4 and any other tender offer rules under the Exchange Act to the extent then applicable in connection with the redemption rights of the holders of Notes in the event less than all the shares represented by any such certificate are redeemed, of a new certificate shall be issued representing the unredeemed sharesFundamental Change.

Redemption at Option of Holders. If the Charter Amendment has not occurred prior to December 31, 2000, then at any time after December 31, 2000 and prior to the Charter Amendment the Corporation shall, upon the written request (ia "Redemption Request") Subject of the holders of at least 50% of the shares of Series B Preferred issued pursuant to Section 8(a)(ii)the Securities Purchase Agreement, if requested by a Holder (an “Electing Holder”), such Holder shall have the right, but not the obligation, to require the Company from time to time to redeem all or any portion of such Holder’s the then outstanding shares of the Series B Preferred Stock (a) on or after at the Voluntary Redemption Date, at a cash redemption price equal to the then Accreted Value of such Preferred Stock ($10.00 per share, plus all dividends accrued and unpaid dividends) to be redeemed or (bincluding interest, if any) on or after such Series B Preferred up to the seventh anniversary date fixed for redemption, upon giving the notice hereinafter provided. "Charter Amendment" means an amendment to the Corporation's Certificate of Incorporation providing for an increase in the Issue Date (but before the Voluntary Redemption Date), in exchange for that number of shares of Common Stock as equals that the product Corporation is authorized to issue so that the number thereof is at least equal to the sum of (i) the number of shares of Common Stock that were outstanding or reserved for issuance immediately prior to the issuance of any share of Series B Preferred Stock being so redeemed multiplied by pursuant to the quotient of (i) the Accreted Value then in effect Securities Purchase Agreement plus accrued and unpaid dividends as of such date divided by (ii) the Current Market Price on the Redemption Date, with any resulting fractional number of shares of Common Stock that would be required to be rounded up issued immediately after the issuance of all shares of Series B Preferred issued pursuant to the next full share (either of Securities Purchase Agreement if all such value or the value described in clause (a) being the “Voluntary Redemption Price”). (ii) If the Company is unable to redeem any shares of Series B Preferred were converted at such time plus (iii) the number of shares of Common Stock then issuable pursuant to be redeemed because such the terms of all warrants referred to in the Securities Purchase Agreement. Not less than 30 days after receipt of a Redemption Request, a notice specifying the time and place fixed for redemption would violate the applicable laws of the State Series B Preferred shall be given by mail or delivered to the holders of Delaware, then the Company shall redeem record of the shares of Series B Preferred Stock that it is entitled to redeem pursuant to selected for redemption at their respective addresses as shown on the laws books of the State of Delaware and Corporation. The time so fixed for redemption shall redeem such other shares then subject to redemption as soon thereafter as redemption would be not violate such laws. (iii) The Electing Holders shall give less than 30 days after the Company written notice of their election to have their Preferred Stock redeemed pursuant to this Section 8(a) at least thirty (30) days prior to any applicable date selected by the Electing Holders (the “Redemption Date”) on which the Electing Holders desire to have shares of Preferred Stock so redeemed (the “Electing Holders Redemption Notice”). On or prior to each Redemption Date, each holder of Preferred Stock to be redeemed shall surrender its certificate or certificates representing such redeemed shares to the Company, in the manner and at the place specified by the Company, and thereupon the applicable Voluntary Redemption Price of such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be canceled. In the event less than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesnotice.

Redemption at Option of Holders. (a) Upon the earlier to occur of (i) Subject to Section 8(a)(ii)a Qualifying IPO or (ii) [insert date 4 years from Original Issuance Date], if requested and unless prohibited by a Holder (an “Electing Holder”)the terms of the Senior Facilities Agreement, such Holder the holders of the then outstanding shares of Series A Preferred Stock shall have the right, but not the obligation, right (a “Redemption Election”) to require the Company from time to time to redeem any or all or any portion of such Holder’s holders’ shares of Series A Preferred Stock (a) on or after to the Voluntary Redemption Dateextent permitted by applicable law, at a cash redemption price equal to the then Accreted Value Liquidation Preference thereof plus the amount of such Preferred Stock (plus any accrued and unpaid dividends) to be redeemed or Base Dividends as of the Redemption Election Payment Date. (b) on or after the seventh anniversary To exercise a Redemption Election, a holder of the Issue Date (but before the Voluntary Redemption Date), in exchange for that number of then outstanding shares of Common Series A Preferred Stock as equals must deliver a written notice to the product Company (or an agent designated by the Company for such purpose) of such holder’s exercise of the number of Redemption Election, accompanied by each certificate evidencing shares of the Series A Preferred Stock being so redeemed multiplied by the quotient of (i) the Accreted Value then in effect plus accrued and unpaid dividends as of such date divided by (ii) the Current Market Price on with respect to which the Redemption DateElection is being exercised, with any resulting fractional shares of Common Stock to be rounded up duly endorsed for transfer to the next full share (either of such value or the value described in clause (a) being the “Voluntary Redemption Price”). (ii) If the Company is unable to redeem any shares of Preferred Stock then to be redeemed because such redemption would violate the applicable laws of the State of Delaware, then the Company shall redeem the shares of Preferred Stock that it is entitled to redeem pursuant to the laws of the State of Delaware and shall redeem such other shares then subject to redemption as soon thereafter as redemption would not violate such laws. (iii) The Electing Holders shall give the Company written notice of their election to have their Preferred Stock redeemed pursuant to this Section 8(a) at least thirty (30) days prior to any applicable date selected by the Electing Holders (the “Redemption Date”) on which the Electing Holders desire to have shares of Preferred Stock so redeemed (the “Electing Holders Redemption Notice”)Company. On or prior to each the fifth (5th) Business Day (the “Redemption Election Payment Date”) after receipt of delivery of written notice of the Redemption Election, each holder the Company shall redeem all shares of Series A Preferred Stock properly surrendered to the Company (or an agent designated by the Company for such purpose) for redemption and shall cause payment to be redeemed made on such day in cash for such shares of Series A Preferred Stock. If at the time of any Redemption Election, the Company does not have sufficient capital and surplus legally available to redeem all of the outstanding shares of Series A Preferred Stock requested to be redeemed, the Company shall surrender take all measures permitted under the Delaware General Corporation Law to increase the amount of its certificate or certificates representing such redeemed capital and surplus legally available, and the Company shall redeem as many shares of Series A Preferred Stock with respect to which the Redemption Election has been made as it has capital and surplus legally available therefor, ratably from the holders thereof in proportion to the Company, in the manner and at the place specified by the Companytotal number of shares tendered, and thereupon the applicable Voluntary Redemption Price shall thereafter from time to time, as soon as it shall have capital and surplus legally available therefor, redeem as many shares of such shares shall be payable to the order Series A Preferred Stock as it has capital and surplus available therefor until it has redeemed all of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be canceled. outstanding shares of Series A Preferred Stock with respect to which a Redemption Election has been made. (c) In the event less than that a Change of Control shall occur at any time while any shares of Series A Preferred Stock are outstanding, each of the holders of the then outstanding shares of Series A Preferred Stock shall have the right to give notice that they are exercising a Change of Control election (a “Change of Control Election”) with respect to all or any number of such holder’s shares of Series A Preferred Stock, during the shares represented by period (the “Exercise Period”) beginning on the 20th day and ending on the 90th day after the earlier to occur of (i) such holder’s receipt of the notice referred to in Section 5(e) hereof or (ii) the date as of which such holder obtains actual knowledge of such Change of Control. Upon any such certificate are redeemedelection, the Company shall redeem for cash each of such holder’s shares for which such an election is made, to the extent permitted by applicable law, at a new certificate shall be issued representing redemption price equal to the unredeemed sharesLiquidation Preference thereof, as of the Change of Control Payment Date plus the amount of any accrued and unpaid Base Dividends. (d) As used herein, “Change of Control” means the occurrence of any of the following events:

Redemption at Option of Holders. (ia) Subject to Section 8(a)(ii)If there shall occur a Fundamental Change, if requested by a Holder (an “Electing Holder”), such Holder then each Noteholder shall have the right, but not the obligationat such holder's option, to require the Company from time to time to redeem all of such holder's Notes, or any portion thereof that is an integral multiple of $1,000 principal amount, on the date (the "Repurchase Date") that is 30 days after the date of the Company Notice (as defined in Section 3.5(b) below) of such Holder’s Preferred Stock Fundamental Change (aor, if such 30th day is not a Business Day, the next succeeding Business Day) on or after the Voluntary Redemption Date, at a cash redemption price equal to the then Accreted Value of the Notes to, but excluding, the Repurchase Date; provided that if the Applicable Price with respect to the Fundamental Change is less than the Reference Market Price, the Company shall redeem such Preferred Stock (plus Notes at a price equal to the foregoing redemption price multiplied by the fraction obtained by dividing the Applicable Price by the Reference Market Price. In each case, the Company shall also pay to such holders accrued interest to, but excluding, the Repurchase Date on the redeemed Notes; provided that if such Repurchase Date is February 6 or August 6, then the interest payable on such date shall be paid to the holder of record of the Note on the next preceding January 22 or July 22. Upon presentation of any Note redeemed in part only, the Company shall execute and, upon the Company's written direction to the Trustee, the Trustee shall authenticate and unpaid dividends) deliver to be redeemed the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. (b) On or before the tenth day after the occurrence of a Fundamental Change, the Company, or, at its written request (which must be received by the Trustee at least five Business Days prior to the date the Trustee is requested to give notice as described below), the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed to all holders of record on the date of the Fundamental Change a notice (the "Company Notice") of the occurrence of such Fundamental Change and of the redemption right at the option of the holders arising as a result thereof. Such notice shall be mailed in the manner and with the effect set forth in the first paragraph of Section 3.2. The Company shall also deliver a copy of the Company Notice to the Trustee at such time as it is mailed to Noteholders. Each Company Notice shall specify the circumstances constituting the Fundamental Change, the Repurchase Date, the price at which the Company shall be obligated to redeem Notes, the latest time on the Repurchase Date by which the holder must exercise the redemption right (the "Fundamental Change Expiration Time"), that the holder shall have the right to withdraw any Notes surrendered prior to the Fundamental Change Expiration Time, a description of the procedure which a Noteholder must follow to exercise such redemption right and to withdraw any surrendered Notes, the place or places where the holder is to surrender such holder's Notes, and the amount of interest accrued on each Note to the Repurchase Date. No failure of the Company to give the foregoing notices and no defect therein shall limit the Noteholders' redemption rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.5. (c) For a Note to be so repaid at the option of the holder, the Company must receive at the office or agency of the Company maintained for that purpose or, at the option of such holder, the Corporate Trust Office, such Note with the form entitled "Option to Elect Repayment Upon A Fundamental Change" on the reverse thereof duly completed, together with such Notes duly endorsed for transfer, on or after before the seventh anniversary Fundamental Change Expiration Time. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Company, whose determination shall be final and binding absent manifest error. (d) On or prior to the Repurchase Date, the Company will deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.4) an amount of money sufficient to repay on the Repurchase Date all the Notes to be repaid on such date at the appropriate redemption price, together with accrued interest to (but excluding) the Repurchase Date; provided that if such payment is made on the Repurchase Date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such date. Payment for Notes surrendered for redemption (and not withdrawn) prior to the Fundamental Change Expiration Time will be made promptly (but in no event more than five Business Days) following the Repurchase Date by mailing checks for the amount payable to the holders of such Notes entitled thereto as they shall appear on the registry books of the Issue Date Company. (but before e) In the Voluntary Redemption Datecase of a reclassification, change, consolidation, merger, combination, sale or conveyance to which Section 15.6 applies, in which the Common Stock of the Company is changed or exchanged as a result into the right to receive stock, securities or other property or assets (including cash), in exchange for that number of which includes shares of Common Stock as equals the product of the number Company or another person that are, or upon issuance will be, traded on a United States national securities exchange or approved for trading on an established automated over-the-counter trading market in the United States and such shares constitute at the time such change or exchange becomes effective in excess of shares 50% of Preferred Stock being so redeemed multiplied by the quotient of (i) the Accreted Value then in effect plus accrued and unpaid dividends as aggregate fair market value of such date divided by Stock, Securities or other property or assets (iiincluding cash) the Current Market Price on the Redemption Date, with any resulting fractional shares of Common Stock to be rounded up to the next full share (either of such value or the value described in clause (a) being the “Voluntary Redemption Price”). (ii) If the Company is unable to redeem any shares of Preferred Stock then to be redeemed because such redemption would violate the applicable laws of the State of Delaware, then the Company shall redeem the shares of Preferred Stock that it is entitled to redeem pursuant to the laws of the State of Delaware and shall redeem such other shares then subject to redemption as soon thereafter as redemption would not violate such laws. (iii) The Electing Holders shall give the Company written notice of their election to have their Preferred Stock redeemed pursuant to this Section 8(a) at least thirty (30) days prior to any applicable date selected by the Electing Holders (the “Redemption Date”) on which the Electing Holders desire to have shares of Preferred Stock so redeemed (the “Electing Holders Redemption Notice”). On or prior to each Redemption Date, each holder of Preferred Stock to be redeemed shall surrender its certificate or certificates representing such redeemed shares to the Company, in the manner and at the place specified determined by the Company, which determination shall be conclusive and thereupon binding), then the person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture (accompanied by an Opinion of Counsel that such supplemental indenture complies with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) modifying the provisions of this Indenture relating to the right of holders of the Notes to cause the Company to repurchase the Notes following a Fundamental Change, including without limitation the applicable Voluntary Redemption Price provisions of such shares this Section 3.5 and the definitions of the Applicable Price, Common Stock, Fundamental Change and Reference Market Price, as appropriate, as determined in good faith by the Company (which determination shall be payable conclusive and binding), to make such provisions apply to the order common stock and the issuer thereof if different from the Company and Common Stock of the person whose name appears on such certificate or certificates as Company (in lieu of the owner thereof Company and each surrendered certificate shall be canceledthe Common Stock of the Company). In the event less than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesSection 4.

Redemption at Option of Holders. (ia) Subject If there shall occur a Fundamental Change at any time prior to Section 8(a)(ii)maturity of the Notes, if requested by a Holder (an “Electing Holder”), such Holder then each Noteholder shall have the right, but not the obligationat such holder's option, to require the Company from time to time to redeem all of such holder's Notes, or any portion thereof that is an integral multiple of such Holder’s Preferred Stock (a) on or after the Voluntary Redemption Date$1,000 principal amount, at a cash redemption price equal to the then Accreted Value of such Preferred Stock (plus accrued and unpaid dividends) to be redeemed or (b) on or after the seventh anniversary of the Issue Date (but before the Voluntary Redemption Date), in exchange for that number of shares of Common Stock as equals the product of the number of shares of Preferred Stock being so redeemed multiplied by the quotient of (i) the Accreted Value then in effect plus accrued and unpaid dividends as of such date divided by (ii) the Current Market Price on the Redemption date (the "Repurchase Date, with any resulting fractional shares of Common Stock to be rounded up to the next full share (either of such value or the value described in clause (a") being the “Voluntary Redemption Price”). (ii) If the Company that is unable to redeem any shares of Preferred Stock then to be redeemed because such redemption would violate the applicable laws of the State of Delaware, then the Company shall redeem the shares of Preferred Stock that it is entitled to redeem pursuant to the laws of the State of Delaware and shall redeem such other shares then subject to redemption as soon thereafter as redemption would not violate such laws. (iii) The Electing Holders shall give the Company written notice of their election to have their Preferred Stock redeemed pursuant to this Section 8(a) at least thirty (30) days after the date of the Company Notice (as defined in Section 3.05(b) below) of such Fundamental Change (or, if such 30th day is not a ------- Business Day, the next succeeding Business Day) at a redemption price equal to 100% of the principal amount thereof, together with accrued interest to, but excluding, the Repurchase Date; provided that, if such Repurchase Date is an interest payment date, then the interest payable on such interest payment date shall be paid to the holders of record of the Notes on the applicable record date instead of the holders surrendering the Notes for redemption on such date. Upon presentation of any Note redeemed in part only, the Company shall execute and, upon the Company's written direction to the Trustee, the Trustee shall authenticate and deliver to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. (b) On or before the tenth day after the occurrence of a Fundamental Change, the Company or at its written request (which must be received by the Trustee at least five (5) Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree in writing to a shorter period), the Trustee, in the name of and at the expense of the Company, shall mail or cause to be mailed to all holders of record on the date of the Fundamental Change a notice (the "Company Notice") of the occurrence of such Fundamental Change and of the redemption right at the option of the holders arising as a result thereof. Such notice shall be mailed in the manner and with the effect set forth in the first paragraph of Section 3.02 (without ---- regard for the time limits set forth therein). If the Company shall give such notice, the Company shall also deliver a copy of the Company Notice to the Trustee at such time as it is mailed to Noteholders. Concurrently with the mailing of any applicable date selected Company Notice, the Company shall issue a press release announcing such Fundamental Change referred to in the Company Notice, the form and content of which press release shall be determined by the Electing Holders Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the Company Notice or any proceedings for the redemption of any Note which any Noteholder may elect to have the Company redeem as provided in this Section 3.05. ---- Each Company Notice shall specify the circumstances constituting the Fundamental Change, the Repurchase Date, the price at which the Company shall be obligated to redeem Notes, that the holder must exercise the redemption right on or prior to the close of business on the Repurchase Date (the “Redemption Date”"Fundamental Change Expiration Time"), that the holder shall have the right to withdraw any Notes surrendered prior to the Fundamental Change Expiration Time, a description of the procedure which a Noteholder must follow to exercise such redemption right and to withdraw any surrendered Notes, the place or places where the holder is to surrender such holder's Notes, the amount of interest accrued on each $1,000 principal amount of the Notes to the Repurchase Date and the "CUSIP" number or numbers of the Notes (if then generally in use). No failure of the Company to give the foregoing notices and no defect therein shall limit the Noteholders' redemption rights or affect the validity of the proceedings for the redemption of the Notes pursuant to this Section 3.05. ---- (c) on which the Electing Holders desire For a Note to have shares of Preferred Stock be so redeemed at the option of the holder, the Company must receive at the office or agency of the Company maintained for that purpose or, at the option of such holder, the Corporate Trust Office, such Note with the form entitled "Option to Elect Repayment Upon A Fundamental Change" on the reverse thereof duly completed, together with such Notes duly endorsed for transfer, on or before the Fundamental Change Expiration Time. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the “Electing Holders Redemption Notice”). Company, whose determination shall be final and binding absent manifest error. (d) On or prior to each Redemption the Repurchase Date, each holder the Company will deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.04) an amount of Preferred Stock money sufficient to redeem on the Repurchase Date all ---- the Notes to be redeemed shall surrender its certificate on such date at the appropriate redemption price, together with accrued interest to, but excluding, the Repurchase Date; provided that if such payment is made on the Repurchase Date it must be received by the Trustee or certificates representing paying agent, as the case may be, by 10:00 a.m. New York City time, on such redeemed shares date. Payment for Notes surrendered for redemption (and not withdrawn) prior to the Fundamental Change Expiration Time will be made promptly (but in no event more than five (5) Business Days) following the Repurchase Date by mailing checks for the amount payable to the holders of such Notes entitled thereto as they shall appear on the registry books of the Company. (e) In the case of a reclassification, change, consolidation, merger, combination, sale or conveyance to which Section 15.06 applies, in which the manner ----- Common Stock of the Company is changed or exchanged as a result into the right to receive stock, securities or other property or assets (including cash), which includes shares of Common Stock of the Company or shares of common stock of another Person that are, or upon issuance will be, traded on a United States national securities exchange or approved for trading on an established automated over-the-counter trading market in the United States and such shares constitute at the place specified time such change or exchange becomes effective in excess of 50% of the aggregate fair market value of such stock, securities or other property or assets (including cash) (as determined by the Company, which determination shall be conclusive and thereupon binding), then the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture (accompanied by an Opinion of Counsel that such supplemental indenture complies with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) modifying the provisions of this Indenture relating to the right of holders of the Notes to cause the Company to repurchase the Notes following a Fundamental Change, including without limitation the applicable Voluntary Redemption Price provisions of such shares this Section 3.05 and the definitions of Common Stock and Fundamental Change, as ---- appropriate, as determined in good faith by the Company (which determination shall be payable conclusive and binding), to make such provisions apply to such other Person if different from the Company and the common stock issued by such Person (in lieu of the Company and the Common Stock of the Company). (f) The Company will comply with the provisions of Rule 13e-4 and any other tender offer rules under the Exchange Act to the order extent then applicable in connection with the redemption rights of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be canceled. In holders of Notes in the event less than all the shares represented by any such certificate are redeemed, of a new certificate shall be issued representing the unredeemed sharesFundamental Change.

Redemption at Option of Holders. (ia) Subject If there shall occur a Fundamental Change at any time prior to Section 8(a)(ii)October 15, if requested by a Holder (an “Electing Holder”)2007, such Holder then each Noteholder shall have the right, but not the obligationat such holder's option, to require the Company from time to time Issuer to redeem all of such holder's Notes, or any portion thereof that is an integral multiple of such Holder’s Preferred Stock (a) on or after the Voluntary Redemption Date$1,000 principal amount, at a cash redemption price equal to the then Accreted Value of such Preferred Stock (plus accrued and unpaid dividends) to be redeemed or (b) on or after the seventh anniversary of the Issue Date (but before the Voluntary Redemption Date), in exchange for that number of shares of Common Stock as equals the product of the number of shares of Preferred Stock being so redeemed multiplied by the quotient of (i) the Accreted Value then in effect plus accrued and unpaid dividends as of such date divided by (ii) the Current Market Price on the Redemption date (the "Repurchase Date, with any resulting fractional shares of Common Stock to be rounded up to the next full share (either of such value or the value described in clause (a") being the “Voluntary Redemption Price”). (ii) If the Company that is unable to redeem any shares of Preferred Stock then to be redeemed because such redemption would violate the applicable laws of the State of Delaware, then the Company shall redeem the shares of Preferred Stock that it is entitled to redeem pursuant to the laws of the State of Delaware and shall redeem such other shares then subject to redemption as soon thereafter as redemption would not violate such laws. (iii) The Electing Holders shall give the Company written notice of their election to have their Preferred Stock redeemed pursuant to this Section 8(a) at least thirty (30) days after the date of the Issuer Notice (as defined in Section 3.05(b) below) of such Fundamental Change (or, if such 30th day is not a Business Day, the next succeeding Business Day) at a redemption price equal to 100% of the principal amount thereof, together with accrued interest to (but excluding) the date of redemption; provided, however, that, if such Repurchase Date is a April 15 or October 15, then the interest payable on such date shall be paid on such date to the holders of record of the Notes on the next preceding April 1 or October 1, respectively. Upon presentation of any Note redeemed in part only, the Issuer shall execute and, upon the Issuer's written direction to the Trustee, the Trustee shall authenticate and deliver to the holder thereof, at the expense of the Issuer, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. (b) On or before the tenth day after the occurrence of a Fundamental Change, the Issuer or at its written request (which must be received by the Trustee at least five (5) Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree in writing to a shorter period), the Trustee, in the name of and at the expense of the Issuer, shall mail or cause to be mailed to all holders of record on the date of the Fundamental Change a notice (the "Issuer Notice") of the occurrence of such Fundamental Change and of the redemption right at the option of the holders arising as a result thereof. Such notice shall be mailed in the manner and with the effect set forth in the first paragraph of Section 3.02 (without regard for the time limits set forth therein). If the Issuer shall give such notice, the Issuer shall also deliver a copy of the Issuer Notice to the Trustee at such time as it is mailed to Noteholders. Concurrently with the mailing of any applicable date selected Issuer Notice, the Issuer shall issue a press release announcing such Fundamental Change referred to in the Issuer Notice, the form and content of which press release shall be determined by the Electing Holders Issuer in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the Issuer Notice or any proceedings for the redemption of any Note which any Noteholder may elect to have the Issuer redeem as provided in this Section 3.05. Each Issuer Notice shall specify the circumstances constituting the Fundamental Change, the Repurchase Date, the price at which the Issuer shall be obligated to redeem Notes, that the holder must exercise the redemption right on or prior to the close of business on the Repurchase Date (the “Redemption Date”"Fundamental Change Expiration Time"), that the holder shall have the right to withdraw any Notes surrendered prior to the Fundamental Change Expiration Time, a description of the procedure which a Noteholder must follow to exercise such redemption right and to withdraw any surrendered Notes, the place or places where the holder is to surrender such holder's Notes, the amount of interest accrued on each Note to the Repurchase Date and the "CUSIP" number or numbers of the Notes (if then generally in use). No failure of the Issuer to give the foregoing notices and no defect therein shall limit the Noteholders' redemption rights or affect the validity of the proceedings for the redemption of the Notes pursuant to this Section 3.05. (c) on which the Electing Holders desire For a Note to have shares of Preferred Stock be so redeemed at the option of the holder, the Issuer must receive at the office or agency of the Issuer maintained for that purpose or, at the option of such holder, the Corporate Trust Office, such Note with the form entitled "Option to Elect Repayment Upon A Fundamental Change" on the reverse thereof duly completed, together with such Notes duly endorsed for transfer, on or before the Fundamental Change Expiration Time. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the “Electing Holders Redemption Notice”). Issuer, whose determination shall be final and binding absent manifest error. (d) On or prior to each Redemption the Repurchase Date, each holder the Issuer will deposit with the Trustee or with one or more paying agents (or, if the Issuer is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 3.04 of Preferred Stock the Indenture) an amount of money sufficient to redeem on the Repurchase Date all the Notes to be redeemed shall surrender its certificate on such date at the appropriate redemption price, together with accrued interest to (but excluding) the Repurchase Date; provided, however, that if such payment is made on the Repurchase Date it must be received by the Trustee or certificates representing paying agent, as the case may be, by close of business on such redeemed shares date. Payment for Notes surrendered for redemption (and not withdrawn) prior to the Company, Fundamental Change Expiration Time will be made promptly (but in no event more than five (5) Business Days) following the manner and at Repurchase Date by mailing checks for the place specified by the Company, and thereupon the applicable Voluntary Redemption Price of such shares shall be amount payable to the order holders of such Notes entitled thereto as they shall appear on the registry books of the person whose name appears Issuer. (e) In the case of a reclassification, change, consolidation, merger, combination, sale or conveyance to which Section 4.06 hereof applies, in which the Common Stock of the Issuer is changed or exchanged as a result into the right to receive stock, securities or other property or assets (including cash), which includes shares of Common Stock of the Issuer or shares of common stock of another Person that are, or upon issuance will be, traded on a United States national securities exchange or approved for trading on an established automated over-the-counter trading market in the United States and such certificate shares constitute at the time such change or certificates exchange becomes effective in excess of 50% of the aggregate fair market value of such stock, securities or other property or assets (including cash) (as determined by the Issuer, which determination shall be conclusive and binding), then the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the owner thereof case may be, shall execute and each surrendered certificate deliver to the Trustee a supplemental indenture (accompanied by an Opinion of Counsel that such supplemental indenture complies with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) modifying the provisions of the Indenture and this First Supplemental Indenture relating to the right of holders of the Notes to cause the Issuer to repurchase the Notes following a Fundamental Change, including without limitation the applicable provisions of this Section 3.05 and the definitions of Common Stock and Fundamental Change, as appropriate, as determined in good faith by the Issuer (which determination shall be canceled. In conclusive and binding), to make such provisions apply to such other Person if different from the Issuer and the common stock issued by such Person (in 1ieu of the Issuer and the Common Stock of the Issuer). (f) The Issuer will comply with the provisions of Rule 13e-4 and any other tender offer rules under the Securities Exchange Act of 1934, as amended, to the extent then applicable in connection with the redemption rights of the holders of Notes in the event less than all the shares represented by any such certificate are redeemed, of a new certificate shall be issued representing the unredeemed sharesFundamental Change.

Redemption at Option of Holders. (ia) Subject If there shall occur a Fundamental Change at any time prior to Section 8(a)(ii)maturity of the Notes, if requested by a Holder (an “Electing Holder”), such Holder then each Noteholder shall have the right, but not the obligationat such Holder's option, to require the Company from time to time to redeem all of such Holder's Notes, or any portion thereof that is an integral multiple of $1,000 principal amount, on the date (the "Repurchase Date") that is thirty-five (35) days after the date of the Company Notice (as defined in Section 3.5(b) below) of such Holder’s Preferred Stock Fundamental Change (aor, if such 35th day is not a Business Day, the next succeeding Business Day) on or after the Voluntary Redemption Date, at a cash redemption price equal to 100% of the principal amount thereof, together with accrued interest to (but excluding) the Repurchase Date; provided, however, that, if such Repurchase Date is a May 15 or May 15, then Accreted Value the interest payable on such date shall be paid to the Holders of such Preferred Stock (plus accrued record of the Notes on the next preceding May 1 or November 1, respectively. Upon presentation of any Note redeemed in part only, the Company shall execute and, upon the Company's written direction to the Trustee, the Trustee shall authenticate and unpaid dividends) deliver to be redeemed the Holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. (b) on On or before the tenth (10th) day after the seventh anniversary occurrence of a Fundamental Change, the Company or at its written request (which must be received by the Trustee at least five (5) Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree to a shorter period), the Trustee, in the name of and at the expense of the Issue Date (but before Company, shall mail or cause to be mailed to all Holders of record on the Voluntary Redemption Date), in exchange for that number of shares of Common Stock as equals the product date of the number Fundamental Change a notice (the "Company Notice") of shares of Preferred Stock being so redeemed multiplied by the quotient of (i) the Accreted Value then in effect plus accrued and unpaid dividends as occurrence of such date divided by Fundamental Change and of the redemption right at the option of the Holders arising as a result thereof. Such notice shall be mailed in the manner and with the effect set forth in the first paragraph of Section 3.2 (ii) without regard for the Current Market Price on the Redemption Date, with any resulting fractional shares of Common Stock to be rounded up to the next full share (either of such value or the value described in clause (a) being the “Voluntary Redemption Price”time limits set forth therein). (ii) . If the Company is unable to redeem any shares of Preferred Stock then to be redeemed because shall give such redemption would violate the applicable laws of the State of Delawarenotice, then the Company shall redeem also deliver a copy of the shares of Preferred Stock that Company Notice to the Trustee at such time as it is entitled mailed to Noteholders. Each Company Notice shall specify the circumstances constituting the Fundamental Change, the Repurchase Date, the price at which the Company shall be obligated to redeem pursuant Notes, that the Holder must exercise the redemption right on or prior to the laws close of business on the State of Delaware and shall redeem such other shares then subject to redemption as soon thereafter as redemption would not violate such laws. (iii) The Electing Holders shall give the Company written notice of their election to have their Preferred Stock redeemed pursuant to this Section 8(a) at least date that is thirty (30) days after the date of the Company Notice (the "Fundamental Change Exercise Time"), that the Holder shall have the right to withdraw any Notes surrendered prior to the close of business on the Fundamental Change Exercise Time, a description of the procedure which a Noteholder must follow to exercise such redemption right and to withdraw any applicable date selected by surrendered Notes, the Electing Holders place or places where the Holder is to surrender such Holder's Notes, the amount of interest accrued on each Note to the Repurchase Date and the "CUSIP" number or numbers of the Notes (if then generally in use). No failure of the “Redemption Date”Company to give the foregoing notices and no defect therein shall limit the Noteholders' redemption rights or affect the validity of the proceedings for the redemption of the Notes pursuant to this Section 3.5. (c) on which the Electing Holders desire For a Note to have shares of Preferred Stock be so redeemed (at the “Electing Holders Redemption Notice”)option of the Holder, the Company must receive at the office or agency of the Company maintained for that purpose or, at the option of such Holder, the Corporate Trust Office, such Note with the form entitled "Option to Elect Repayment Upon A Fundamental Change" on the reverse thereof duly completed, together with such Notes duly endorsed for transfer, on or before the Fundamental Change Exercise Time. On or prior to each Redemption Date, each holder of Preferred Stock to be redeemed shall surrender its certificate or certificates representing such redeemed shares All questions as to the Companyvalidity, in the manner eligibility (including time of receipt) and at the place specified acceptance of any Note for repayment shall be determined by the Company, and thereupon the applicable Voluntary Redemption Price of such shares whose determination shall be final and binding absent manifest error. (d) On or before the Repurchase Date, the Company will deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.4) an amount of money sufficient to redeem all the Notes to be redeemed on the Repurchase Date at the appropriate redemption price, together with accrued interest to (but excluding) the Repurchase Date; provided, however, that the payment must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on or before the Repurchase Date. Payment for Notes surrendered for redemption (and not withdrawn) prior to the Fundamental Change Exercise Time will be made promptly after the Fundamental Change Exercise Time but in no event later than the Repurchase Date by mailing checks for the amount payable to the order Holders of such Notes entitled thereto as they shall appear on the Note Register. (e) In the case of a reclassification, change, consolidation, merger, combination, sale or conveyance to which Section 15.6 applies, in which the Common Stock of the person whose name appears Company is changed or exchanged as a result into the right to receive stock, securities or other property or assets (including cash), which includes shares of Common Stock of the Company or shares of common stock of another Person that are, or upon issuance will be, traded on a United States national securities exchange or approved for trading on an established automated over-the-counter trading market in the United States and such certificate shares constitute at the time such change or certificates exchange becomes effective in excess of 50% of the aggregate fair market value of such stock, securities or other property or assets (including cash) (as determined by the Company, which determination shall be conclusive and binding), then the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the owner thereof case may be, shall execute and each surrendered certificate deliver to the Trustee a supplemental indenture (accompanied by an Opinion of Counsel that such supplemental indenture complies with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) modifying the provisions of this Indenture relating to the right of Holders of the Notes to cause the Company to repurchase the Notes following a Fundamental Change, including without limitation the applicable provisions of this Section 3.5 and the definitions of Common Stock and Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be canceled. In conclusive and binding), to make such provisions apply to such other Person if different from the Company and the common stock issued by such Person (in lieu of the Company and the Common Stock of the Company). (f) The Company will comply with the provisions of Rule 13e-4 and any other tender offer rules under the Exchange Act to the extent then applicable in connection with the redemption rights of the Holders of Notes in the event less than all the shares represented by any such certificate are redeemed, of a new certificate shall be issued representing the unredeemed shares.Fundamental Change. Article Four [INTENTIONALLY OMITTED] Article Five

Redemption at Option of Holders. (i) Subject to Section 8(a)(ii)If there shall occur a Change in Control, if requested by a Holder (an “Electing Holder”), such Holder then each Noteholder shall have the right, but not at such Holder's option in accordance with the obligationprovisions of the Indenture, to require the Company from time to time to redeem repurchase all of such Holder's Notes, or any portion thereof that is an integral multiple of such Holder’s Preferred Stock (a) on or after the Voluntary Redemption Date$1,000 principal amount at maturity, for cash at a Repurchase Price equal to 100% of the principal amount thereof plus interest accrued to the Repurchase Date. At the option of the Company, the Repurchase Price may be paid in cash redemption price or, except as otherwise provided in the Indenture, by delivery of Common Stock having a fair market value equal to the then Accreted Value Repurchase Price; PROVIDED, that payment may not be made in Common Stock unless at the time of payment such Preferred Stock (plus accrued and unpaid dividends) to be redeemed stock is listed on a national securities exchange or (b) quoted on or after the seventh anniversary NASDAQ National Market. For purposes of this paragraph, the Issue Date (but before the Voluntary Redemption Date), in exchange for that number fair market value of shares of Common Stock as equals shall be determined by the product Company and shall be equal to 95% of the number average of shares the Closing Price of Preferred the Common Stock being so redeemed multiplied by for the quotient five consecutive Trading Days ending on and including the third Trading Day immediately preceding the Repurchase Date. Whenever in this Note there is a reference, in any context, to the principal of (i) the Accreted Value then in effect plus accrued and unpaid dividends any Note as of any time, such date divided by (ii) reference shall be deemed to include reference to the Current Market Repurchase Price payable in respect of such Note to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Note shall not be construed as excluding the Repurchase Price in those provisions of this Note when such express mention is not made. For a Note to be so repaid at the option of the holder, the Company must receive at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, such Note with the form entitled "Option to Elect Repayment Upon a Change in Control" on the Redemption Datereverse hereof duly completed, together with any resulting fractional shares of Common Stock to be rounded up to such Notes duly endorsed for transfer, on or before the next full share (either 30th day after the date of such value notice (or if such 30th day is not a Business Day, the value described in clause (a) being the “Voluntary Redemption Price”immediately preceding Business Day). (ii) If the Company is unable to redeem any shares of Preferred Stock then to be redeemed because such redemption would violate the applicable laws of the State of Delaware, then the Company shall redeem the shares of Preferred Stock that it is entitled to redeem pursuant to the laws of the State of Delaware and shall redeem such other shares then subject to redemption as soon thereafter as redemption would not violate such laws. (iii) The Electing Holders shall give the Company written notice of their election to have their Preferred Stock redeemed pursuant to this Section 8(a) at least thirty (30) days prior to any applicable date selected by the Electing Holders (the “Redemption Date”) on which the Electing Holders desire to have shares of Preferred Stock so redeemed (the “Electing Holders Redemption Notice”). On or prior to each Redemption Date, each holder of Preferred Stock to be redeemed shall surrender its certificate or certificates representing such redeemed shares to the Company, in the manner and at the place specified by the Company, and thereupon the applicable Voluntary Redemption Price of such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be canceled. In the event less than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares.

Redemption at Option of Holders. (ia) Subject to Section 8(a)(ii)If a Fundamental Change occurs at any time while Notes are outstanding, if requested by a Holder (an “Electing Holder”), such Holder each holder of Notes shall have the right, but not the obligationat such holder's option, to require the Company from time to time to redeem all of such holder's Notes, or any portion thereof that is an integral multiple of $1,000 principal amount on the date (the "Repurchase Date") that is 30 days (or if such 30th day is not a Business Day, the next succeeding Business Day) after the date of the Company Notice of such Holder’s Preferred Stock (a) on or after the Voluntary Redemption Date, Fundamental Change. The Company shall redeem such Notes at a cash redemption price equal to 100% of the principal amount thereof; provided in each case that if the Applicable Price is less than the Reference Market Price, the Company shall redeem such Notes at a price equal to the foregoing redemption price multiplied by the fraction obtained by dividing the Applicable Price by the Reference Market Price; provided that if such repayment date is March 15 or September 15, then Accreted Value the interest payable on such date shall be paid to the holder of record of the Note on the next preceding March 1 or September 1. In each case, the Company shall also pay to such Preferred Stock (plus holders accrued interest to, but excluding, the Repurchase Date on the redeemed Notes. Upon presentation of any Note redeemed in part only, the Company shall execute, and, upon the Company's written direction to the Trustee, the Trustee shall authenticate and unpaid dividends) deliver to be redeemed the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. (b) on On or before the tenth day after the seventh anniversary occurrence of the Issue Date (but before the Voluntary Redemption Date)a Fundamental Change, in exchange for that number of shares of Common Stock as equals the product of the number of shares of Preferred Stock being so redeemed multiplied by the quotient of (i) the Accreted Value then in effect plus accrued and unpaid dividends as of such date divided by (ii) the Current Market Price on the Redemption Date, with any resulting fractional shares of Common Stock to be rounded up to the next full share (either of such value or the value described in clause (a) being the “Voluntary Redemption Price”). (ii) If the Company is unable to redeem any shares of Preferred Stock then to be redeemed because such redemption would violate the applicable laws of the State of Delaware, then the Company shall redeem the shares of Preferred Stock that it is entitled to redeem pursuant to the laws of the State of Delaware and shall redeem such other shares then subject to redemption as soon thereafter as redemption would not violate such laws. (iii) The Electing Holders shall give the Company written notice of their election to have their Preferred Stock redeemed pursuant to this Section 8(a) at least thirty (30) days prior to any applicable date selected by the Electing Holders (the “Redemption Date”) on which the Electing Holders desire to have shares of Preferred Stock so redeemed (the “Electing Holders Redemption Notice”). On or prior to each Redemption Date, each holder of Preferred Stock to be redeemed shall surrender its certificate or certificates representing such redeemed shares to the Company, or, at its written request (which must be received by the Trustee at least five Business Days prior to the date the Trustee is requested to give notice as described below), the Trustee in the manner name of and at the place specified by expense of the Company, and thereupon shall mail or cause to be mailed to all holders of record on the applicable Voluntary Redemption Price date of the Fundamental Change a notice (the "Company Notice") of the occurrence of such shares shall be payable to the order Fundamental Change and of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be canceled. In the event less than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares.redemption

Redemption at Option of Holders. (ia) Subject If a Liquidation Event occurs at any time prior to Section 8(a)(ii)the Maturity Date, if requested by a Holder (an “Electing Holder”), such then each Holder shall have the right, but not the obligationat such Holder’s option, to require the Company from time to time Parent to redeem all or any portion of such Holder’s Preferred Stock Parent Notes, or any portion thereof that is an integral multiple of $1,000 principal amount, on the date (athe “Repurchase Date”) on or that is thirty (30) days after the Voluntary Redemption Datedate of the Parent Notice (as defined in Section 6.1(b) below) of such Liquidation Event (or, if such 30th day is not a Business Day, the next succeeding Business Day) at a cash redemption price equal to 100% of the then Accreted Value principal amount thereof, together with accrued interest to (but excluding) the Repurchase Date. Upon presentation of any Parent Note redeemed in part only, Parent shall execute and deliver to the Holder thereof, at the expense of Parent, a new Parent Note or Parent Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Parent Notes so presented. Parent shall deliver to each Holder all notices regarding a Liquidation Event that are delivered to the shareholders of Parent at the same time as they are delivered to such Preferred Stock (plus accrued and unpaid dividends) to be redeemed or shareholders. (b) on On or before the tenth day after the seventh anniversary occurrence of a Liquidation Event, Parent shall mail or cause to be mailed to all Holders of record on the date of the Issue Date Liquidation Event a notice (but before the Voluntary Redemption Date), in exchange for that number of shares of Common Stock as equals the product “Parent Notice”) of the number occurrence of shares such Liquidation Event and of Preferred Stock being so redeemed multiplied the redemption right at the option of the Holders arising as a result thereof; provided, that if Parent issues a Parent Redemption Notice pursuant to Section 6.2, Parent shall not be obligated to mail a Parent Notice. Such mailing shall be by first class mail. The notice, if mailed in the quotient manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Parent Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Parent Note. (i) Each Parent Notice shall specify the Accreted Value then in effect plus accrued and unpaid dividends as circumstances constituting the Liquidation Event, the Repurchase Date, that the Holder must exercise the redemption right on or prior to the close of such date divided by (ii) the Current Market Price business on the Redemption DateRepurchase Date (the “Liquidation Event Expiration Time”), with that the Holder shall have the right to withdraw any resulting fractional shares of Common Stock to be rounded up Parent Notes surrendered prior to the next full share (either Liquidation Event Expiration Time, a description of the procedure which a Holder must follow to exercise such value redemption right and to withdraw any surrendered Parent Notes, the place or places where the value described in clause (a) being Holder is to surrender such Holder’s Parent Notes, the “Voluntary Redemption Price”)amount of interest accrued on each Parent Note to the Repurchase Date. (ii) If No failure of Parent to give the Company is unable to redeem any shares of Preferred Stock then to be redeemed because such foregoing notices and no defect therein shall limit the Holders’ redemption would violate rights or affect the applicable laws validity of the State of Delaware, then proceedings for the Company shall redeem the shares of Preferred Stock that it is entitled to redeem pursuant to the laws redemption of the State of Delaware and shall redeem such other shares then subject to redemption as soon thereafter as redemption would not violate such laws. (iii) The Electing Holders shall give the Company written notice of their election to have their Preferred Stock redeemed Parent Notes pursuant to this Section 8(a6.1. (c) at least thirty (30) days prior For a Parent Note to any applicable date selected by the Electing Holders (the “Redemption Date”) on which the Electing Holders desire to have shares of Preferred Stock be so redeemed at the option of the Holder, Parent must receive at its principal executive office such Parent Note with the form entitled “Option to Elect Repayment Upon A Liquidation Event” on the reverse thereof duly completed, together with such Parent Notes duly endorsed for transfer, on or before the Liquidation Event Expiration Time. (the “Electing Holders Redemption Notice”). d) On or prior to each Redemption the Repurchase Date, each holder Parent will set aside, segregate and hold in trust an amount of Preferred Stock money sufficient to redeem on the Repurchase Date all the Parent Notes to be redeemed shall surrender its certificate or certificates representing on such redeemed shares date at the appropriate redemption price, together with accrued interest to (but excluding) the Repurchase Date. Payment for Parent Notes surrendered for redemption (and not withdrawn) prior to the Company, Liquidation Event Expiration Time will be made promptly (but in no event more than five (5) Business Days) following the manner and at Repurchase Date either (i) by mailing checks for the place specified by the Company, and thereupon the applicable Voluntary Redemption Price of such shares shall be amount payable to the order Holders of such Parent Notes entitled thereto as they shall appear on the registry books of Parent or (ii) by wire transfer to an account maintained by such Holders located in the United States. (e) Parent will comply with the provisions of Rule 13e-4 and any other tender offer rules under the Exchange Act to the extent then applicable in connection with the redemption rights of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be canceled. In Holders in the event less than all the shares represented by any such certificate are redeemed, of a new certificate shall be issued representing the unredeemed sharesLiquidation Event.

Redemption at Option of Holders. (ia) Subject If there shall occur a Fundamental Change at any time prior to Section 8(a)(ii)., if requested by a Holder (an “Electing Holder”)2007, such Holder then each Noteholder shall have the right, but not the obligationat such holder's option, to require the Company from time to time Issuer to redeem all of such holder's Notes, or any portion thereof that is an integral multiple of such Holder’s Preferred Stock (a) on or after the Voluntary Redemption Date$1,000 principal amount, at a cash redemption price equal to the then Accreted Value of such Preferred Stock (plus accrued and unpaid dividends) to be redeemed or (b) on or after the seventh anniversary of the Issue Date (but before the Voluntary Redemption Date), in exchange for that number of shares of Common Stock as equals the product of the number of shares of Preferred Stock being so redeemed multiplied by the quotient of (i) the Accreted Value then in effect plus accrued and unpaid dividends as of such date divided by (ii) the Current Market Price on the Redemption date (the "Repurchase Date, with any resulting fractional shares of Common Stock to be rounded up to the next full share (either of such value or the value described in clause (a") being the “Voluntary Redemption Price”). (ii) If the Company that is unable to redeem any shares of Preferred Stock then to be redeemed because such redemption would violate the applicable laws of the State of Delaware, then the Company shall redeem the shares of Preferred Stock that it is entitled to redeem pursuant to the laws of the State of Delaware and shall redeem such other shares then subject to redemption as soon thereafter as redemption would not violate such laws. (iii) The Electing Holders shall give the Company written notice of their election to have their Preferred Stock redeemed pursuant to this Section 8(a) at least thirty (30) days after the date of the Issuer Notice (as defined in Section 3.05(b) below) of such Fundamental Change (or, if such 30th day is not a Business Day, the next succeeding Business Day) at a redemption price equal to 100% of the principal amount thereof, together with accrued interest to (but excluding) the date of redemption; provided, however, that, if such Repurchase Date is a . or ., then the interest payable on such date shall be paid on such date to the holders of record of the Notes on the next preceding . or ., respectively. Upon presentation of any Note redeemed in part only, the Issuer shall execute and, upon the Issuer's written direction to the Trustee, the Trustee shall authenticate and deliver to the holder thereof, at the expense of the Issuer, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. (b) On or before the tenth day after the occurrence of a Fundamental Change, the Issuer or at its written request (which must be received by the Trustee at least five (5) Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree in writing to a shorter period), the Trustee, in the name of and at the expense of the Issuer, shall mail or cause to be mailed to all holders of record on the date of the Fundamental Change a notice (the "Issuer Notice") of the occurrence of such Fundamental Change and of the redemption right at the option of the holders arising as a result thereof. Such notice shall be mailed in the manner and with the effect set forth in the first paragraph of Section 3.02 (without regard for the time limits set forth therein). If the Issuer shall give such notice, the Issuer shall also deliver a copy of the Issuer Notice to the Trustee at such time as it is mailed to Noteholders. Concurrently with the mailing of any applicable date selected Issuer Notice, the Issuer shall issue a press release announcing such Fundamental Change referred to in the Issuer Notice, the form and content of which press release shall be determined by the Electing Holders Issuer in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the Issuer Notice or any proceedings for the redemption of any Note which any Noteholder may elect to have the Issuer redeem as provided in this Section 3.05. Each Issuer Notice shall specify the circumstances constituting the Fundamental Change, the Repurchase Date, the price at which the Issuer shall be obligated to redeem Notes, that the holder must exercise the redemption right on or prior to the close of business on the Repurchase Date (the “Redemption Date”"Fundamental Change Expiration Time"), that the holder shall have the right to withdraw any Notes surrendered prior to the Fundamental Change Expiration Time, a description of the procedure which a Noteholder must follow to exercise such redemption right and to withdraw any surrendered Notes, the place or places where the holder is to surrender such holder's Notes, the amount of interest accrued on each Note to the Repurchase Date and the "CUSIP" number or numbers of the Notes (if then generally in use). No failure of the Issuer to give the foregoing notices and no defect therein shall limit the Noteholders' redemption rights or affect the validity of the proceedings for the redemption of the Notes pursuant to this Section 3.05. (c) on which the Electing Holders desire For a Note to have shares of Preferred Stock be so redeemed at the option of the holder, the Issuer must receive at the office or agency of the Issuer maintained for that purpose or, at the option of such holder, the Corporate Trust Office, such Note with the form entitled "Option to Elect Repayment Upon A Fundamental Change" on the reverse thereof duly completed, together with such Notes duly endorsed for transfer, on or before the Fundamental Change Expiration Time. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the “Electing Holders Redemption Notice”). Issuer, whose determination shall be final and binding absent manifest error. (d) On or prior to each Redemption the Repurchase Date, each holder the Issuer will deposit with the Trustee or with one or more paying agents (or, if the Issuer is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 3.04 of Preferred Stock the Indenture) an amount of money sufficient to redeem on the Repurchase Date all the Notes to be redeemed shall surrender its certificate on such date at the appropriate redemption price, together with accrued interest to (but excluding) the Repurchase Date; provided, however, that if such payment is made on the Repurchase Date it must be received by the Trustee or certificates representing paying agent, as the case may be, by close of business on such redeemed shares date. Payment for Notes surrendered for redemption (and not withdrawn) prior to the Company, Fundamental Change Expiration Time will be made promptly (but in no event more than five (5) Business Days) following the manner and at Repurchase Date by mailing checks for the place specified by the Company, and thereupon the applicable Voluntary Redemption Price of such shares shall be amount payable to the order holders of such Notes entitled thereto as they shall appear on the registry books of the person whose name appears Issuer. (e) In the case of a reclassification, change, consolidation, merger, combination, sale or conveyance to which Section 4.06 hereof applies, in which the Common Stock of the Issuer is changed or exchanged as a result into the right to receive stock, securities or other property or assets (including cash), which includes shares of Common Stock of the Issuer or shares of common stock of another Person that are, or upon issuance will be, traded on a United States national securities exchange or approved for trading on an established automated over-the-counter trading market in the United States and such certificate shares constitute at the time such change or certificates exchange becomes effective in excess of 50% of the aggregate fair market value of such stock, securities or other property or assets (including cash) (as determined by the Issuer, which determination shall be conclusive and binding), then the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the owner thereof case may be, shall execute and each surrendered certificate deliver to the Trustee a supplemental indenture (accompanied by an Opinion of Counsel that such supplemental indenture complies with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) modifying the provisions of the Indenture and this First Supplemental Indenture relating to the right of holders of the Notes to cause the Issuer to repurchase the Notes following a Fundamental Change, including without limitation the applicable provisions of this Section 3.05 and the definitions of Common Stock and Fundamental Change, as appropriate, as determined in good faith by the Issuer (which determination shall be canceled. In conclusive and binding), to make such provisions apply to such other Person if different from the Issuer and the common stock issued by such Person (in 1ieu of the Issuer and the Common Stock of the Issuer). (f) The Issuer will comply with the provisions of Rule 13e-4 and any other tender offer rules under the Securities Exchange Act of 1934, as amended, to the extent then applicable in connection with the redemption rights of the holders of Notes in the event less than all the shares represented by any such certificate are redeemed, of a new certificate shall be issued representing the unredeemed sharesFundamental Change.