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*
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Less than one percent.
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#
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The selling security holder is a registered broker-dealer.
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+
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The selling security holder is an affiliate of a registered broker-dealer.
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(1)
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Information about other selling security holders, except for any future transferees,
pledgees, donees and successors of the security holders named in the table above, will be
set forth, if required, in additional supplements to the prospectus or in one or more
reports filed with the Securities and Exchange Commission pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934.
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(2)
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The aggregate dollar amount of the notes listed in the table above, together with
information about other selling security holders set forth in additional supplements to the
prospectus or in reports filed with the Securities and Exchange Commission pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, may exceed $125,000,000 because
certain persons listed herein and/or therein as selling security holders may have
transferred their securities in transactions exempt from registration, in which case the
transferees thereof may be listed herein, in another prospectus supplement or in a report
filed with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 with respect to the same securities.
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(3)
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Assumes conversion of all of the holders notes at a conversion rate of 52.4294 shares
of our common stock per $1,000 principal amount of the notes. This conversion rate is
subject to adjustment as described under Description of the Notes Conversion Rights
Conversion Rate Adjustments. As a result, the number of shares of common stock issuable
upon conversion of notes may increase or decrease in the future. Excludes fractional
shares. In addition, if a make-whole fundamental change (as defined herein) occurs prior
to the maturity date of the notes, we will in some cases increase the conversion rate for a
holder that elects to convert its notes in connection with such fundamental change as
described under Description of the Notes Conversion Rights Adjustment to Shares
Delivered upon Conversion upon Make-Whole Fundamental Change.
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(4)
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Calculated based on Rule 13d-3(d)(i) of the Exchange Act. The percentage of shares of
common stock beneficially owned by each holder named above stock is
calculated based on 17,037,368 shares of common stock outstanding as of October 1, 2007. In calculating this amount for
each holder, we treated as outstanding the number of shares of common stock issuable upon
conversion of all of that holders notes, but we did not assume conversion of any other
holders notes.
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(5)
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For purposes of computing the number and percentage of notes and shares of common stock
to be held by the selling security holders after the completion of the offering, we have
assumed for purposes of the table above that the selling security holders named above will
sell all of their notes and all of the common stock issuable upon conversion of their notes
offered by this prospectus, and that any other shares of our common stock beneficially
owned by these selling security holders will continue to be beneficially owned.
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(6)
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The selling security holder has indicated that Basso Capital Management, L.P. (Basso)
is the investment manager to the selling security holder. Howard Fischer is a managing
member of Basso GP LLC, the general partner of Basso. Mr. Fischer has ultimate
responsibility for trading with respect to the securities held by the selling security
holder.
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(7)
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The selling security holder has indicated that Calamos Advisors LLC is the investment
advisor for the selling security holder. Nick Calamos is the Chief Investment Officer of
the selling security holder and has sole investment and voting power over the securities
held by the selling security holder.
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(8)
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The selling security holder has indicated that Citadel Limited Partnership (CLP) is
the trading manager of Citadel Equity Fund Ltd. and consequently has investment discretion
over securities held by the selling security holder. Citadel Investment Group, L.L.C.
(CIG) controls CLP. Kenneth C. Griffin controls CIG and therefore has investment
discretion over securities held by the selling security holder. CLP, CIG, and Mr. Griffin
each disclaim beneficial ownership of the shares held by the selling security holder.
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(9)
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The selling security holder has indicated that Nicholas D. Schoewe and Clayton A.
Struve control the voting and disposition of the securities held by the selling security
holder.
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(10)
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The selling security holder has indicated that D.E. Shaw & Co. L.P. as investment
adviser of the selling security holder, has voting and investment control over any shares
of common stock issuable upon conversion of the notes owned by the selling security holder.
Julius Gaudio, Eric Wepsic, Maximilian Stone and Anne Dinning, or their designees,
exercise voting and investment control over the notes held by the selling security holder.
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(11)
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The selling security holder has indicated that Ellington Management Group, LLC is the
investment adviser of the selling security holder. Michael Vranos, a principal of Ellington
Management Group, LLC, has the power to direct the voting and the disposition of the securities
held by Ellington Overseas Partners, LTD. Mr. Vranos disclaims beneficial ownership of the
securities except to the extent of any indirect ownership interest he may have in such securities
through his economic participation in Ellington Overseas Partners, LTD.
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(12)
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The selling security holder is a majority owned subsidiary of
the Goldman Sachs Group Inc.
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(13)
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The selling security holder has indicated that Highbridge Capital Management, LLC is the
trading manager of Highbridge Convertible Arbitrage Master Fund, L.P. and Highbridge International
LLC. Glenn Dubin and Henry Swieca control Highbridge Capital Management, LLC and thus have the
power to direct the voting and disposition of the securities held by Highbridge Convertible
Arbitrage Master Fund, L.P. and Highbridge International LLC. Each of Highbridge Capital
Management, LLC, Glenn Dubin and Henry Swieca disclaims beneficial ownership of the securities held by Highbridge
Convertible Arbitrage Master Fund, L.P. and Highbridge International LLC.
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(14)
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The selling security holder has indicated that Ionic Capital Partners LP (ICP) is the
investment advisor of the selling security holder and consequently has voting and
investment control over securities held by the selling security holder. Ionic Capital
Management LLC (ICM) controls ICP. Bart Baum, Adam Radosti and Daniel Stone collectively
control ICM and therefore have voting and investment control over securities held by the
selling security holder. ICP, ICM, and Messrs. Baum, Radosti and Stone each disclaim beneficial ownership of
the securities held by the selling security holder except to the extent of its or his
pecuniary interest therein.
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(15)
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The selling security holder has indicated that JMG Triton Offshore Fund, Ltd.
(Triton) is an international business company organized under the laws of the British
Virgin Islands. Tritons investment manager is Pacific Assets Management, LLC, a Delaware
limited liability company that has voting and dispositive power over Tritons investments,
including the registered securities. The equity interests of Pacific Assets Management, LLC
are owned by Pacific Capital Management, Inc., a California corporation and Asset Alliance
Holding Corp., a Delaware corporation. The equity interests of Pacifica Capital Management,
Inc. are owned by Messrs. Roger Richter, Jonathon M. Glaser and Daniel A. David. Messrs.
Glaser and Richter have sole investment discretion over Tritons portfolio holdings.
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(16)
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The selling security holder has indicated that Northwestern Investment Management Company, LLC
(NIMC), a wholly-owned company of The Northwestern Mutual Life Insurance Company (Northwestern
Mutual), is one of the investment advisers to Northwestern Mutual with respect to the securities
held by the selling security holder. NIMC therefore may be deemed to be an indirect beneficial
owner with shared voting power/investment power with respect to such securities. Jerome R. Baier is
a portfolio manager for NIMC and manages the portfolio that holds the securities and therefore may
be deemed to be an indirect beneficial owner with shared voting power/investment power with respect
to such securities. However, pursuant to Rule 13d-4 under the Exchange Act, the immediately
preceding sentence shall not be construed as an admission that Mr. Baier is, for the purposes of
Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by the
statement.
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(17)
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The selling security holder has indicated that Polygon Investment Partners LP, and
Polygon Investment Partners HK Limited (the Investment Managers), Polygon Investments
Ltd. (the Manager), Alexander Jackson, Reade Griffith and Paddy Dear share voting and
dispositive power of the securities held by the security holder. The Investment Managers,
the Manager, Alexander Jackson, Reade Griffith and Paddy Dear disclaim beneficial ownership
of the securities held by the security holder.
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(18)
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Pursuant to an investment management agreement, RG Capital Management, L.P. (RG Capital)
serves as the investment manager of Radcliffe SPC, Ltd.s Class A Segregated Portfolio. RGC
Management Company, LLC (Management) is the general partner of RG Capital. Steve Katznelson and
Gerald Stahlecker serve as the managing members of Management. Each of RG Capital, Management and
Messrs, Katznelson and Stahlecker disclaims beneficial ownership of the securities owned by
Radcliffe SPC, Ltd. for and on behalf of the Class A Segregated Portfolio.
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(19)
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The selling security holder has indicated that Wachovia Securities International LTD is
a wholly-owned subsidiary of Wachovia Corporation, which shares voting and dispositive
power for the securities held by Wachovia Securities International LTD.
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