Common use of Conversion Privilege and Conversion Rate Clause in Contracts

Conversion Privilege and Conversion Rate. (a) Any Security or portion thereof that is an integral multiple of $1,000 principal amount may be converted by the Holder thereof in accordance with the provisions of this Article 4. Upon conversion, Holders shall be entitled to receive the amount of cash and, if applicable, shares of Common Stock determined in the manner provided in Section 4.12. Securities may be converted prior to the close of business on the Business Day immediately preceding the Final Maturity Date at the Conversion Rate in effect at the time of such conversion only under the following circumstances: (1) on any Business Day in any fiscal quarter commencing at any time after October 31, 2007, and only during such fiscal quarter, if, as of the last day of the immediately preceding fiscal quarter, the Closing Price of the Common Stock for at least 20 Trading Days in the period of 30 consecutive Trading Days ending on the last Trading Day of such preceding fiscal quarter was more than 130% of the applicable Conversion Price on the last day of such preceding fiscal quarter; (2) on any Business Day during the five Business Day period after any five consecutive Trading Day period in which the Trading Price per $1,000 principal amount of Securities, as determined by the Trustee following a request by a Holder in accordance with the procedures described in Section 4.01(b), for each Trading Day of that period was less than 95% of the product of the Closing Price of the Common Stock on such day and the then applicable Conversion Rate per $1,000 principal amount of Securities. (3) if the Company distributes to all holders of Common Stock any rights entitling them to purchase, for a period expiring within 45 days of such distribution, Common Stock, or securities convertible into Common Stock, at less than, or having a conversion price per share less than, the Closing Price of the Common Stock on the Trading Day immediately preceding the declaration date for such distribution; (4) if the Company distributes to all holders of Common Stock assets, cash, debt securities or rights to purchase the Company’s securities, which distribution has a per share value as determined by the Board of Directors exceeding 15% of the Closing Price per share of Common Stock on the Trading Day immediately preceding the declaration date for such distribution; (5) if a Fundamental Change occurs; or (6) at any time during the period beginning on June 15, 2016 and ending at the close of business on the Business Day immediately preceding the Final Maturity Date. (b) In connection with clause (1) of Section 4.01(a), the Company shall determine at the beginning of each fiscal quarter commencing at any time after October 31, 2007 whether the Securities are convertible pursuant to such clause (1) and shall notify the Trustee. In addition, in connection with clause (2) of Section 4.01(a), the Trustee shall have no obligation to determine the Trading Price of the Securities and whether the Securities are convertible pursuant to such clause (2) unless the Company has requested such determination and the Company shall have no obligation to make such request unless a Holder of the Securities provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 95% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of Securities. At such time, the Company shall instruct the Trustee to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Securities is greater than 95% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of the Securities. (c) In the case of a distribution contemplated by clause (3) or (4) of Section 4.01(a), the Company shall notify Holders and the Trustee at least 35 days prior to the ex-dividend date (defined below) for such distribution (the “Distribution Notice”). Once the Company has given the Distribution Notice, Holders may surrender their Securities for conversion at any time until the earlier of the close of business on the Business Day prior to the ex-dividend date or the Company’s announcement that such distribution will not take place. In the event of a distribution contemplated by clause (3) or (4) of Section 4.01(a), Holders may not convert the Securities if the Holders will otherwise participate in such distribution on an as converted basis (assuming for this purpose that the Securities were convertible solely into a number of shares of Common Stock equal to the then applicable Conversion Rate). The “ex-dividend date” is the first date upon which a sale of the Common Stock does not automatically transfer the right to receive the relevant distribution from the seller of the Common Stock to its buyer. The Company will provide written notice to the Conversion Agent as soon as reasonably practicable of any anticipated or actual event or transaction that will cause or causes the Securities to become convertible pursuant to clauses (3) or (4) of Section 4.01(a). (d) In the case of a Fundamental Change, the Company shall provide notice thereof (a “Fundamental Change Conversion Notice”) to the Holders of Securities and the Trustee at least 15 days prior to date that is anticipated to be the Fundamental Change Effective Date. Holders may surrender Securities for conversion at any time beginning 15 days before the date that is anticipated to be the Fundamental Change Effective Date until the Trading Day prior to the Fundamental Change Purchase Date. (e) The conversion rights pursuant to this Article 4 shall commence on the Issue Date of the Securities and expire at the close of business on the Business Day immediately preceding the Final Maturity Date, but shall be exercisable only during the time periods specified with respect to each circumstance pursuant to which the Securities become convertible, subject, in the case of conversion of any Global Security, to any Applicable Procedures. (f) Securities in respect of which a Fundamental Change Purchase Notice has been delivered may not be surrendered for conversion pursuant to this Article 4 prior to a valid withdrawal of such Fundamental Change Notice, in accordance with the provisions of Article 3. (g) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. (h) The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(i) and Section 4.06. (i) If a Fundamental Change occurs prior to the Final Maturity Date as a result of a transaction described in clauses (1), (2) or (4) of the definition of the term “Change of Control” and a Holder elects to convert its Securities “in connection with” such transaction, the Company shall pay a “Make Whole Premium” by increasing the applicable Conversion Rate for the Securities surrendered for conversion by a number of additional shares of Common Stock as provided in this Section 4.01(i) (the “Additional Shares”). A conversion of Securities shall be deemed for these purposes to be “in connection with” such a transaction if the notice of conversion is received by the Conversion Agent from and including the Fundamental Change Effective Date and prior to the close of business on the Business Day prior to the Fundamental Change Purchase Date. The number of Additional Shares per $1,000 principal amount of Securities constituting the Make Whole Premium shall be determined by reference to the table below and shall be based on the date on which the Fundamental Change Effective Date occurs and the price (the “Stock Price”) paid, or deemed to be paid, per share of Common Stock in such transaction. If holders of Common Stock receive only cash in the Fundamental Change transaction, the Stock Price shall be the cash amount paid per share of Common Stock. Otherwise, the Stock Price shall be the average of the Closing Prices of the Common Stock for each of the ten consecutive Trading Days prior to but excluding the Fundamental Change Effective Date. The following table sets forth the Additional Share amounts, if any, by which the applicable Conversion Rate shall be increased for each Stock Price and Fundamental Change Effective Date. $ 8.34 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 $10.00 21.8766 21.2897 20.6449 19.8041 18.8469 17.7580 16.4333 14.7856 12.5094 9.5064 $12.50 15.5826 14.8177 13.9660 12.9350 11.7602 10.3984 8.7622 6.7336 3.9962 0.0000 $15.00 12.0868 11.3311 10.4818 9.4946 8.3802 7.1105 5.6342 3.9167 1.9054 0.0000 $17.50 9.9104 9.2110 8.4281 7.5334 6.5477 5.4371 4.1977 2.8207 1.3825 0.0000 $20.00 8.4308 7.7856 7.0887 6.2911 5.4288 4.4651 3.4377 2.3249 1.1744 0.0000 $25.00 6.5854 6.0598 5.4850 4.8526 4.1729 3.4359 2.6467 1.8100 0.9347 0.0000 $30.00 5.4437 4.9992 4.5222 3.9964 3.4373 2.8328 2.1884 1.5032 0.7793 0.0000 $35.00 4.6491 4.2678 3.8594 3.4101 2.9349 2.4213 1.8724 1.2880 0.6680 0.0000 $40.00 4.0637 3.7293 3.3731 2.9793 2.5658 2.1168 1.6380 1.1265 0.5845 0.0000 $45.00 3.6121 3.3143 2.9986 2.6475 2.2810 1.8811 1.4556 1.0009 0.5193 0.0000 $50.00 3.2543 2.9856 2.7000 2.3837 2.0519 1.6928 1.3104 0.9007 0.4675 0.0000 $75.00 2.1801 2.0000 1.8081 1.5949 1.3715 1.1273 0.8705 0.5970 0.3082 0.0000 $ 100.00 1.6449 1.5061 1.3618 1.1995 1.0310 0.8469 0.6498 0.4427 0.2238 0.0000 If the actual Stock Price or Fundamental Change Effective Date is not set forth in the table above, then: (i) if the actual Stock Price on the Fundamental Change Effective Date is between two Stock Price amounts in the table or the actual Fundamental Change Effective Date is between two Fundamental Change Effective Dates in the table, the Additional Share amounts will be determined by a straight-line interpolation between the Additional Share amounts set forth for the higher and lower Stock Prices and the two Fundamental Change Effective Dates on the table based on a 365-day year; (ii) if the actual Stock Price on the Fundamental Change Effective Date exceeds $100.00 per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall be made; and (iii) if the actual Stock Price on the Fundamental Change Effective Date is less than $8.34 per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall be made. The Stock Prices set forth in the first column of the table above will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted pursuant to Section 4.06 hereof. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Share amounts set forth in the table above will be adjusted in the same manner as the Conversion Rate as set forth in Section 4.06 hereof. Notwithstanding the foregoing, in no event shall the Conversion Rate exceed 119.9040 shares per $1,000 principal amount of Securities, subject to adjustment in the same manner as the Conversion Rate as set forth in subsections (a) through (c) of Section 4.06 hereof.

Conversion Privilege and Conversion Rate. (a) Any Subject to the obligation and the right of the Company to pay some or all of the conversion consideration in cash in accordance with Section 4.13, and upon compliance with the provisions of this Article 4, at the option of the Holder thereof, any Security or portion thereof that is an integral multiple of $1,000 principal amount may be converted by into fully paid and nonassessable shares (calculated as to each conversion to the Holder thereof in accordance with the provisions nearest 1/10,000th of this Article 4. Upon conversion, Holders shall be entitled to receive the amount of cash and, if applicable, shares a share) of Common Stock determined in the manner provided in Section 4.12. Securities may be converted prior to the close of business on the Business Trading Day immediately preceding the Final Maturity Date or such earlier date set forth in this Article 4, unless previously redeemed or purchased by the Company pursuant to Section 3.01, at the Conversion Rate in effect at such time, determined as hereinafter provided, and subject to the time of such conversion adjustments described below, during specified periods, only under the following circumstances: (1) on during any Business Day in any fiscal calendar quarter commencing at any time after October March 31, 20072010, and only during such fiscal calendar quarter, if, as of the last day of the immediately preceding fiscal calendar quarter, the Closing Price per share of the Common Stock for at least 20 Trading Days in the period of the 30 consecutive Trading Days ending on the last Trading Day of such preceding fiscal calendar quarter was more than 130% of the applicable Conversion Price on the last day of such preceding fiscal quarter; (2) on any Business Day during the five Business Day period after any five consecutive Trading Day period in which the Trading Price per $1,000 principal amount of Securities, as determined by the Trustee following a request by a Holder in accordance with the procedures described in Section 4.01(b), for each Trading Day of that period was less than 95% of the product of the Closing Price of the Common Stock on such day and the then applicable Conversion Rate per $1,000 principal amount of Securities. (3) if the Company distributes to all or substantially all holders of Common Stock any rights entitling them to purchase, for a period expiring within 45 days of such distribution, Common Stock, or securities convertible into Common Stock, at less than, or having a conversion price per share less than, the then current Closing Price per share of the Common Stock on the Trading Day immediately preceding the declaration date for such distributionStock; (43) if the Company distributes to all or substantially all holders of Common Stock assets, cash, debt securities or rights to purchase the Company’s securities, which distribution has a per share value as determined by the Board of Directors exceeding 1515.0% of the Closing Price per share of the Common Stock on the Trading Day immediately preceding the declaration date for such distribution; (4) if the Company is a party to any transaction or event (including, but not limited to, any consolidation, merger or binding share exchange, other than changes resulting from a subdivision or combination) pursuant to which all or substantially all shares of the Common Stock would be converted into cash, securities or other property; (5) if a Fundamental Change occurs; or; (6) with respect to Securities called for redemption pursuant to Section 11.01, until 5:00 p.m., New York City time, on the Trading Day prior to the relevant Redemption Date; (7) at any time during the period beginning on June 15August 31, 2016 2029 and ending at the close of business 5:00 p.m., New York City time, on the Business Trading Day immediately preceding the Final Maturity Date.; or (b) In connection with clause (1) of Section 4.01(a), 8) on any Business Day during the Company shall determine at the beginning of each fiscal quarter commencing at five Business Day period after any time after October 31, 2007 whether the Securities are convertible pursuant to such clause (1) and shall notify the Trustee. In addition, five consecutive Trading Day period in connection with clause (2) of Section 4.01(a), the Trustee shall have no obligation to determine the Trading Price of the Securities and whether the Securities are convertible pursuant to such clause (2) unless the Company has requested such determination and the Company shall have no obligation to make such request unless a Holder of the Securities provides the Company with reasonable evidence that which the Trading Price per $1,000 principal amount of Securities would be Securities, as determined following a request by a Holder in accordance with the procedures described in Section 4.01(e)(ii), for each day of that period was less than 9598% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of Securities. At such time, the Company shall instruct the Trustee to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Securities is greater than 95% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of the Securities. (cb) In the case of a distribution contemplated by clause clauses (2) and (3) or (4) of Section 4.01(a), the Company shall notify Holders and the Trustee at least 35 days 25 Trading Days prior to the ex-dividend date (defined below) for such distribution (the “Distribution Notice”); provided that if the Company distributes rights pursuant to a stockholder rights agreement, it shall give the Distribution Notice on the first Business Day immediately after the Company is required to give notice generally to its stockholders pursuant to such stockholder rights agreement if such date is less than 25 Trading Days prior to the date of such distribution. Once the Company has given the Distribution Notice, Holders may surrender their Securities for conversion at any time until the earlier of the close of business on the last Business Day prior to preceding the ex-dividend date or the Company’s announcement that such distribution will not take place. In the event of a distribution contemplated by clause clauses (2) and (3) or (4) of Section 4.01(a), Holders may not convert the Securities if the Holders will otherwise participate in such distribution on an as converted basis (assuming for this purpose that the Securities were convertible solely into a number of shares of Common Stock equal to the then applicable Conversion Rate)without converting their Securities. The “ex-dividend date” is the first date upon which a sale of the Common Stock does not automatically transfer the right to receive the relevant distribution from the seller of the Common Stock to its buyer. The Company will provide written notice to the Conversion Agent as soon as reasonably practicable of any anticipated or actual event or transaction that will cause or causes the Securities to become convertible pursuant to clauses (2) or (3) or of Section 4.01(a). (c) In the case of a transaction contemplated by clause (4) of Section 4.01(a) (regardless of whether the transaction constitutes a Fundamental Change), the Company will notify Holders and the Trustee as promptly as practicable following the date the Company publicly announces such transaction (but in no event less than 15 days prior to the anticipated effective date of such transaction, or, if such transaction also constitutes a Fundamental Change, no later than the date the Issuer Fundamental Change Notice is provided). Holders may surrender Securities for conversion at any time from and after the date which is 15 days prior to the anticipated effective date of such transaction until the earlier of the date which is 35 days after the actual effective date of such transaction or the date of the Company’s announcement that such transaction will not take place. Notwithstanding anything else contained herein, the Securities shall not become subject to conversion by reason of a merger, consolidation, or other transaction effected with one of the Company’s direct or indirect Subsidiaries for the purpose of changing the Company’s state of incorporation to any other state within the United States or the District of Columbia. (d) In the case of a Fundamental Change, the Company shall provide notice thereof (a “Fundamental Change Conversion Notice”) to notify the Holders of Securities and the Trustee at least 15 days prior to the anticipated effective date of any Fundamental Change that the Company knows or reasonably should know will occur (a “Fundamental Change Conversion Notice”). If the Company does not know, or should not reasonably know, that a Fundamental Change will occur until the date that is within 15 days before the anticipated to be effective date of such Fundamental Change, the Company shall deliver a Fundamental Change Effective DateConversion Notice to the Holders and the Trustee promptly after the Company has knowledge of such Fundamental Change. Holders may surrender Securities for conversion at any time beginning 15 days before the anticipated effective date that is anticipated to be the of a Fundamental Change Effective Date and until the Trading Day prior to immediately preceding the Fundamental Change Purchase DateDate (unless the Company shall fail to make the Fundamental Change Purchase Price payment when due in accordance with Article 3, in which case the conversion right shall terminate at the close of business on the date such failure is cured and such Security is purchased). (ei) For each calendar quarter of the Company, beginning with the calendar quarter ending March 31, 2010, the Conversion Agent, on behalf of the Company, will determine, on the first Business Day following the last Trading Day of such calendar quarter, whether the Securities are convertible pursuant to clause (1) of Section 4.01(a), and, if so, will notify the Trustee (to the extent the Trustee is not also serving as the Conversion Agent) and the Company in writing. (ii) The Trustee shall have no obligation to determine the Trading Price of the Securities and whether the Securities are convertible pursuant to clause (8) of Section 4.01(a) unless the Company has requested such determination; and the Company shall have no obligation to make such request unless a Holder of the Securities provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 98% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of Securities. At such time, the Company shall instruct the Trustee to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Securities is greater than 98% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of the Securities. (f) The conversion rights pursuant to this Article 4 shall commence on the Issue Date of the Securities and expire at the close of business on the Business Day immediately preceding the Final Maturity Date, but shall be exercisable only during the time periods specified with respect to each circumstance pursuant to which the Securities become convertible, subject, in the case of conversion of any Global Security, to any Applicable Procedures. (f) . If a Security is convertible as a result of a Fundamental Change, such conversion right shall commence and terminate as set forth in Section 4.01(d). Securities in respect of which a Fundamental Change Purchase Notice has been delivered may not be surrendered for conversion pursuant to this Article 4 prior to a valid withdrawal of such Fundamental Change Purchase Notice, in accordance with the provisions of Article 3. (g) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. (h) A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities into Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4. (i) The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(i4.01(j) and Section 4.06. (ij) If a Fundamental Change occurs on or prior to the Final Maturity Date as a result of Date, there shall have occurred a transaction described in clauses (1), (2) or (4) of the definition of the term “a Change of Control” Control (any such transaction being referred to in this Clause 4.01(j) as a “Make Whole Transaction”), and a Holder elects to convert its Securities “in connection with” such transactionMake Whole Transaction, the Company shall pay a “Make Whole Premium” by increasing the applicable Conversion Rate for the Securities surrendered for conversion by a number of additional shares of Common Stock as provided in this Section 4.01(i) below (the “Additional Shares”). A conversion of Securities shall will be deemed for these purposes to be “in connection with” such a transaction Make Whole Transaction if the notice of conversion is received by the Conversion Agent from and including the date that is 10 Trading Days prior to the Fundamental Change Effective Date of such Make Whole Transaction and prior to and including the close of business on the Business Day business day prior to the Fundamental Change Purchase DateDate of such Make Whole Transaction. The number of Additional Shares per $1,000 principal amount of Securities constituting the Make Whole Premium shall be determined by reference to the table below and shall be below, based on the date on which the Fundamental Change Effective Date occurs of such Make Whole Transaction and the price (the “Stock Price”) paid, or deemed to be paid, per share of Common Stock in such transaction. If holders of Common Stock receive only cash in ; provided that if the Fundamental Change transaction, the Stock Price shall be the cash amount paid per share of Common Stock. Otherwise, the Stock Price shall be the average of the Closing Prices of the Common Stock for each of the ten consecutive Trading Days prior to but excluding the Fundamental Change Effective Date. The following table sets forth the Additional Share amounts, if any, by which the applicable Conversion Rate shall be increased for each Stock Price and Fundamental Change Effective Date. $ 8.34 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 $10.00 21.8766 21.2897 20.6449 19.8041 18.8469 17.7580 16.4333 14.7856 12.5094 9.5064 $12.50 15.5826 14.8177 13.9660 12.9350 11.7602 10.3984 8.7622 6.7336 3.9962 0.0000 $15.00 12.0868 11.3311 10.4818 9.4946 8.3802 7.1105 5.6342 3.9167 1.9054 0.0000 $17.50 9.9104 9.2110 8.4281 7.5334 6.5477 5.4371 4.1977 2.8207 1.3825 0.0000 $20.00 8.4308 7.7856 7.0887 6.2911 5.4288 4.4651 3.4377 2.3249 1.1744 0.0000 $25.00 6.5854 6.0598 5.4850 4.8526 4.1729 3.4359 2.6467 1.8100 0.9347 0.0000 $30.00 5.4437 4.9992 4.5222 3.9964 3.4373 2.8328 2.1884 1.5032 0.7793 0.0000 $35.00 4.6491 4.2678 3.8594 3.4101 2.9349 2.4213 1.8724 1.2880 0.6680 0.0000 $40.00 4.0637 3.7293 3.3731 2.9793 2.5658 2.1168 1.6380 1.1265 0.5845 0.0000 $45.00 3.6121 3.3143 2.9986 2.6475 2.2810 1.8811 1.4556 1.0009 0.5193 0.0000 $50.00 3.2543 2.9856 2.7000 2.3837 2.0519 1.6928 1.3104 0.9007 0.4675 0.0000 $75.00 2.1801 2.0000 1.8081 1.5949 1.3715 1.1273 0.8705 0.5970 0.3082 0.0000 $ 100.00 1.6449 1.5061 1.3618 1.1995 1.0310 0.8469 0.6498 0.4427 0.2238 0.0000 If the actual Stock Price or Fundamental Change Effective Date is are not set forth in on the table above, then: table: (i) if the actual Stock Price on the Fundamental Change Effective Date is between two Stock Price amounts in Prices on the table or the actual Fundamental Change Effective Date is between two Fundamental Change Effective Dates in on the table, the Additional Share amounts Make Whole Premium will be determined by a straight-line interpolation between the Additional Share amounts Make Whole Premiums set forth for the higher and lower Stock Prices and the two Fundamental Change Effective Dates on the table based on a 365360-day year; , as applicable, (ii) if the actual Stock Price on the Fundamental Change Effective Date exceeds $100.00 [ ] per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall Make Whole Premium will be made; and paid, and (iii) if the actual Stock Price on the Fundamental Change Effective Date is less than $8.34 [ ] per share of Common Stock, subject to adjustment as set forth herein, no adjustment Make Whole Premium will be paid. If Holders of Common Stock receive only cash in the Make Whole Transaction, the Stock Price shall be the cash amount paid per share of Common Stock in connection with the Make Whole Transaction. Otherwise, the Stock Price shall be equal to the Conversion Rate shall be madeaverage Closing Price of Common Stock over the 10 consecutive Trading Day period ending on the Trading Day immediately preceding, and excluding, the applicable Fundamental Change Effective Date. November [ ], 2009 November 15, 2010 November 15, 2011 November 15, 2012 November 15, 2013 November 15, 2014 November 15, 2015 November 15, 2016 November 15, 2017 November 15, 2018 November 15, 2019 November 15, 2024 November 15, 2029 The Stock Prices set forth in the first column row of the table above and the dollar amounts set forth in clauses (ii) and (iii) in the first paragraph of this Section 4.01(j) (together, the “Dollar Limitations”) will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted other than an adjustment pursuant to Section 4.06 hereofthe Make Whole Premium described above. The adjusted Stock Prices and the Dollar Limitations will equal the Stock Prices and the Dollar Limitations applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price and Dollar Limitation adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Share amounts Shares set forth in the table above will be adjusted in the same manner as the Conversion Rate as set forth in Section 4.06 hereof, other than as a result of an adjustment to the Conversion Rate by adding the Make Whole Premium as described above. Notwithstanding the foregoing, in no event shall will the Conversion Rate total number of shares of Common Stock issuable upon conversion of a Security exceed 119.9040 [ ] shares per $1,000 principal amount of Securities, subject to proportional adjustment in the same manner as the Conversion Rate as set forth in subsections (aSection 4.06(a) through (c) of Section 4.06 hereof. (k) By delivering the amount of cash and, if applicable, the number of shares of Common Stock issuable on conversion to the Trustee, the Company will be deemed to have satisfied its obligation to pay the principal amount of the Securities so converted and its obligation to pay accrued and unpaid interest (including Contingent Interest and Additional Interest, if any) attributable to the period from the most recent Interest Payment Date through the Conversion Date (which amount will be deemed paid in full rather than cancelled, extinguished or forfeited).

Conversion Privilege and Conversion Rate. (a) Any Security or portion thereof that is an integral multiple of $1,000 principal amount may be converted by the Holder thereof in accordance with the provisions of this Article 4. Upon conversion, Holders shall be entitled to receive the amount of cash and, if applicable, shares of Common Stock determined in the manner provided in Section 4.12. Securities may be converted prior to the close of business on the Business Day immediately preceding the Final Maturity Date at the Conversion Rate in effect at the time of such conversion only under the following circumstances: (1) on any Business Day in any fiscal quarter commencing at any time after October 31, 2007, and only during such fiscal quarter, if, as of the last day of the immediately preceding fiscal quarter, the Closing Price of the Common Stock for at least 20 Trading Days in the period of 30 consecutive Trading Days ending on the last Trading Day of such preceding fiscal quarter was more than 130% of the applicable Conversion Price on the last day of such preceding fiscal quarter; (2) on any Business Day during the five Business Day period after any five consecutive Trading Day period in which the Trading Price per $1,000 principal amount of Securities, as determined by the Trustee following a request by a Holder in accordance with the procedures described in Section 4.01(b), for each Trading Day of that period was less than 95% of the product of the Closing Price of the Common Stock on such day and the then applicable Conversion Rate per $1,000 principal amount of Securities. (3) if the Company distributes to all holders of Common Stock any rights entitling them to purchase, for a period expiring within 45 days of such distribution, Common Stock, or securities convertible into Common Stock, at less than, or having a conversion price per share less than, the Closing Price of the Common Stock on the Trading Day immediately preceding the declaration date for such distribution; (4) if the Company distributes to all holders of Common Stock assets, cash, debt securities or rights to purchase the Company’s securities, which distribution has a per share value as determined by the Board of Directors exceeding 15% of the Closing Price per share of Common Stock on the Trading Day immediately preceding the declaration date for such distribution; (5) if a Fundamental Change occurs; or (6) at any time during the period beginning on June 15, 2016 2014 and ending at the close of business on the Business Day immediately preceding the Final Maturity Date. (b) In connection with clause (1) of Section 4.01(a), the Company shall determine at the beginning of each fiscal quarter commencing at any time after October 31, 2007 whether the Securities are convertible pursuant to such clause (1) and shall notify the Trustee. In addition, in connection with clause (2) of Section 4.01(a), the Trustee shall have no obligation to determine the Trading Price of the Securities and whether the Securities are convertible pursuant to such clause (2) unless the Company has requested such determination and the Company shall have no obligation to make such request unless a Holder of the Securities provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 95% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of Securities. At such time, the Company shall instruct the Trustee to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Securities is greater than 95% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of the Securities. (c) In the case of a distribution contemplated by clause (3) or (4) of Section 4.01(a), the Company shall notify Holders and the Trustee at least 35 days prior to the ex-dividend date (defined below) for such distribution (the “Distribution Notice”). Once the Company has given the Distribution Notice, Holders may surrender their Securities for conversion at any time until the earlier of the close of business on the Business Day prior to the ex-dividend date or the Company’s announcement that such distribution will not take place. In the event of a distribution contemplated by clause (3) or (4) of Section 4.01(a), Holders may not convert the Securities if the Holders will otherwise participate in such distribution on an as converted basis (assuming for this purpose that the Securities were convertible solely into a number of shares of Common Stock equal to the then applicable Conversion Rate). The “ex-dividend date” is the first date upon which a sale of the Common Stock does not automatically transfer the right to receive the relevant distribution from the seller of the Common Stock to its buyer. The Company will provide written notice to the Conversion Agent as soon as reasonably practicable of any anticipated or actual event or transaction that will cause or causes the Securities to become convertible pursuant to clauses (3) or (4) of Section 4.01(a). (d) In the case of a Fundamental Change, the Company shall provide notice thereof (a “Fundamental Change Conversion Notice”) to the Holders of Securities and the Trustee at least 15 days prior to date that is anticipated to be the Fundamental Change Effective Date. Holders may surrender Securities for conversion at any time beginning 15 days before the date that is anticipated to be the Fundamental Change Effective Date until the Trading Day prior to the Fundamental Change Purchase Date. (e) The conversion rights pursuant to this Article 4 shall commence on the Issue Date of the Securities and expire at the close of business on the Business Day immediately preceding the Final Maturity Date, but shall be exercisable only during the time periods specified with respect to each circumstance pursuant to which the Securities become convertible, subject, in the case of conversion of any Global Security, to any Applicable Procedures. (f) Securities in respect of which a Fundamental Change Purchase Notice has been delivered may not be surrendered for conversion pursuant to this Article 4 prior to a valid withdrawal of such Fundamental Change Notice, in accordance with the provisions of Article 3. (g) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. (h) The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(i) and Section 4.06. (i) If a Fundamental Change occurs prior to the Final Maturity Date as a result of a transaction described in clauses (1), (2) or (4) of the definition of the term “Change of Control” and a Holder elects to convert its Securities “in connection with” such transaction, the Company shall pay a “Make Whole Premium” by increasing the applicable Conversion Rate for the Securities surrendered for conversion by a number of additional shares of Common Stock as provided in this Section 4.01(i) (the “Additional Shares”). A conversion of Securities shall be deemed for these purposes to be “in connection with” such a transaction if the notice of conversion is received by the Conversion Agent from and including the Fundamental Change Effective Date and prior to the close of business on the Business Day prior to the Fundamental Change Purchase Date. The number of Additional Shares per $1,000 principal amount of Securities constituting the Make Whole Premium shall be determined by reference to the table below and shall be based on the date on which the Fundamental Change Effective Date occurs and the price (the “Stock Price”) paid, or deemed to be paid, per share of Common Stock in such transaction. If holders of Common Stock receive only cash in the Fundamental Change transaction, the Stock Price shall be the cash amount paid per share of Common Stock. Otherwise, the Stock Price shall be the average of the Closing Prices of the Common Stock for each of the ten consecutive Trading Days prior to but excluding the Fundamental Change Effective Date. The following table sets forth the Additional Share amounts, if any, by which the applicable Conversion Rate shall be increased for each Stock Price and Fundamental Change Effective Date. $ $8.34 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 $10.00 21.8766 21.2897 20.6449 19.8041 18.8469 17.7580 16.4333 14.7856 12.5094 20.9402 20.2611 19.4516 18.4827 17.2430 15.6144 13.2131 9.5064 $12.50 15.5826 14.8177 13.9660 12.9350 11.7602 10.3984 8.7622 6.7336 3.9962 14.0138 13.1105 12.0620 10.8051 9.2485 7.2516 4.4384 0.0000 $15.00 12.0868 11.3311 10.4818 9.4946 8.3802 7.1105 5.6342 3.9167 1.9054 10.3371 9.4421 8.4158 7.2198 5.7917 4.0790 1.9864 0.0000 $17.50 9.9104 9.2110 8.4281 7.5334 6.5477 5.4371 4.1977 2.8207 1.3825 8.1606 7.3391 6.4134 5.3604 4.1521 2.7821 1.3057 0.0000 $20.00 8.4308 7.7856 7.0887 6.2911 5.4288 4.4651 3.4377 2.3249 1.1744 6.7567 6.0193 5.2018 4.2902 3.2706 2.1764 1.0701 0.0000 $25.00 6.5854 6.0598 5.4850 4.8526 4.1729 3.4359 2.6467 1.8100 0.9347 5.0760 4.4909 3.8574 3.1678 2.4239 1.6418 0.8406 0.0000 $30.00 5.4437 4.9992 4.5222 3.9964 3.4373 2.8328 2.1884 1.5032 0.7793 4.1389 3.6504 3.1347 2.5736 1.9792 1.3533 0.7002 0.0000 $35.00 4.6491 4.2678 3.8594 3.4101 2.9349 2.4213 1.8724 1.2880 0.6680 3.5092 3.0954 2.6587 2.1871 1.6867 1.1578 0.6004 0.0000 $40.00 4.0637 3.7293 3.3731 2.9793 2.5658 2.1168 1.6380 1.1265 0.5845 3.0557 2.6951 2.3167 1.9074 1.4735 1.0124 0.5254 0.0000 $45.00 3.6121 3.3143 2.9986 2.6475 2.2810 1.8811 1.4556 1.0009 0.5193 2.7106 2.3909 2.0563 1.6933 1.3089 0.8994 0.4670 0.0000 $50.00 3.2543 2.9856 2.7000 2.3837 2.0519 1.6928 1.3104 0.9007 0.4675 2.4385 2.1514 1.8500 1.5233 1.1767 0.8091 0.4204 0.0000 $75.00 2.1801 2.0000 1.8081 1.5949 1.3715 1.1273 0.8705 0.5970 0.3082 1.6318 1.4382 1.2367 1.0162 0.7824 0.5367 0.2773 0.0000 $ $100.00 1.6449 1.5061 1.3618 1.1995 1.0310 0.8469 0.6498 0.4427 0.2238 1.2305 1.0824 0.9306 0.7636 0.5863 0.3987 0.2048 0.0000 If the actual Stock Price or Fundamental Change Effective Date is not set forth in the table above, then: (i) if the actual Stock Price on the Fundamental Change Effective Date is between two Stock Price amounts in the table or the actual Fundamental Change Effective Date is between two Fundamental Change Effective Dates in the table, the Additional Share amounts will be determined by a straight-line interpolation between the Additional Share amounts set forth for the higher and lower Stock Prices and the two Fundamental Change Effective Dates on the table based on a 365-day year; (ii) if the actual Stock Price on the Fundamental Change Effective Date exceeds $100.00 per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall be made; and (iii) if the actual Stock Price on the Fundamental Change Effective Date is less than $8.34 per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall be made. The Stock Prices set forth in the first column of the table above will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted pursuant to Section 4.06 hereof. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Share amounts set forth in the table above will be adjusted in the same manner as the Conversion Rate as set forth in Section 4.06 hereof. Notwithstanding the foregoing, in no event shall the Conversion Rate exceed 119.9040 shares per $1,000 principal amount of Securities, subject to adjustment in the same manner as the Conversion Rate as set forth in subsections (a) through (c) of Section 4.06 hereof.

Conversion Privilege and Conversion Rate. (a) Any Security Subject to the obligation and the right of the Company to pay some or all of the conversion consideration in cash in accordance with Section 15.13, and upon compliance with the provisions of this Article 15, at the option of the holder thereof, any Debenture or portion thereof that is an integral multiple of $1,000 principal amount may be converted by into fully paid and nonassessable shares (calculated as to each conversion to the Holder thereof in accordance with the provisions nearest 1/100th of this Article 4. Upon conversion, Holders shall be entitled to receive the amount of cash and, if applicable, shares a share) of Common Stock determined in the manner provided in Section 4.12. Securities may be converted prior to the close of business on the Business Day immediately preceding the Final Maturity Date or such earlier date set forth in this Article 15, unless previously redeemed by the Company or purchased by the Company at the Debentureholder’s option, at the Conversion Rate in effect at such time, determined as hereinafter provided and subject to the time of such conversion adjustments described below, only under the following circumstances: (1) on during any Business Day in any fiscal calendar quarter commencing at any time beginning after October 31September 30, 20072010, and only during such fiscal calendar quarter, if, as of the last day of the immediately preceding fiscal calendar quarter, the Closing Price per share of the Common Stock for at least 20 Trading Days in the period of the 30 consecutive Trading Days ending on the last Trading Day of such preceding fiscal calendar quarter was more than 130120% of the applicable Conversion Price on the last day of such preceding fiscal quartercalendar quarter (the “Conversion Trigger Price”); (2) until the close of business on any the second Business Day immediately preceding the Redemption Date if the Company elects to redeem the relevant Debenture pursuant to Article 3; (3) if the Company distributes to all holders of Common Stock certain rights (including rights or rights certificates under a shareholders’ rights agreement) or warrants entitling them to purchase, for a period expiring within 45 days of the date of issuance (or, in the case of rights certificates issued under a shareholder rights agreement, within 45 days of the later of the date of issuance and any scheduled redemption date or similar date under such shareholders’ rights agreement), Common Stock at less than the Closing Price per share of the Common Stock on the day of issuance; (4) if the Company distributes to all holders of Common Stock, assets, debt securities or certain rights to purchase the Company’s securities, which distribution has a per share value exceeding 10% of the Closing Price per share of the Common Stock on the Business Day preceding the declaration date for such distribution; (5) if a Fundamental Change occurs; (6) at any time during the ten (10) consecutive Trading Day period ending at the close of business on the Business Day immediately preceding the Final Maturity Date; or (7) during any five Business Day period after any five consecutive Trading Day period in which the Trading Price per $1,000 principal amount of SecuritiesDebentures, as determined by the Trustee following a request by a Holder Debentureholder in accordance with the procedures described below in Section 4.01(b15.01(d)(ii), for each Trading Day day of that period was less than 95% of the product of the Closing Price of the Common Stock on such day and the then applicable Conversion Rate per $1,000 principal amount of Securities. (3) if the Company distributes to all holders of Common Stock any rights entitling them to purchase, for a period expiring within 45 days of such distribution, Common Stock, or securities convertible into Common Stock, at less than, or having a conversion price per share less than, the Closing Price of the Common Stock on the Trading Day immediately preceding the declaration date for such distribution; (4) if the Company distributes to all holders of Common Stock assets, cash, debt securities or rights to purchase the Company’s securities, which distribution has a per share value as determined by the Board of Directors exceeding 15% of the Closing Price per share of Common Stock on the Trading Day immediately preceding the declaration date for such distribution; (5) if a Fundamental Change occurs; or (6) at any time during the period beginning on June 15, 2016 and ending at the close of business on the Business Day immediately preceding the Final Maturity Date. (b) In connection with clause (1) of Section 4.01(a), the Company shall determine at the beginning of each fiscal quarter commencing at any time after October 31, 2007 whether the Securities are convertible pursuant to such clause (1) and shall notify the Trustee. In addition, in connection with clause (2) of Section 4.01(a), the Trustee shall have no obligation to determine the Trading Price of the Securities and whether the Securities are convertible pursuant to such clause (2) unless the Company has requested such determination and the Company shall have no obligation to make such request unless a Holder of the Securities provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 9598% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of Securities. At such time, the Company shall instruct the Trustee to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Securities is greater than 95% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of the SecuritiesRate. (cb) In the case of a distribution contemplated by clause clauses (3) or and (4) of Section 4.01(a15.01(a), the Company shall notify Holders and the Trustee Debentureholders at least 35 twenty (20) days prior to the ex-dividend date (defined below) for such distribution (the “Distribution Notice”); provided that if the Company distributes rights pursuant to a shareholder rights agreement, it will notify the Debentureholders on the Business Day after the Company is required to give notice generally to its shareholders pursuant to such shareholder rights agreement if such date is less than twenty (20) days prior to the date of such distribution. Once the Company has given the Distribution Notice, Holders Debentureholders may surrender their Securities Debentures for conversion at any time until the earlier of the close of business on the last Business Day prior to preceding the ex-dividend date or the Company’s announcement that such distribution will not take place. In the event of a distribution contemplated by clause clauses (3) or and (4) of Section 4.01(a15.01(a), Holders Debentureholders may not convert the Securities Debentures if the Holders Debentureholders will otherwise participate in such distribution on an as converted basis (assuming for this purpose that the Securities were convertible solely into a number of shares of Common Stock equal to the then applicable Conversion Rate). The “ex-dividend date” is the first date upon which a sale of the Common Stock does not automatically transfer the right to receive the relevant distribution from the seller of the Common Stock to its buyerwithout converting their Debentures. The Company will provide written notice to the Conversion Agent conversion agent as soon as reasonably practicable of any anticipated or actual event or transaction that will cause or causes the Securities Debentures to become convertible pursuant to clauses (3) or (4) of Section 4.01(a15.01(a). (dc) In the case of a Fundamental Changetransaction contemplated by clause (5) of Section 15.01(a), the Company shall provide notice thereof (a “Fundamental Change Conversion Notice”) to notify the Holders of Securities Debentureholders and the Trustee at least 15 days ten (10) Trading Days prior to date that is the anticipated to be the Fundamental Change Effective Date of any Fundamental Change (“Fundamental Change Effective Date”) or the anticipated effective date of an event that would have been a Change of Control but for the 105% Trading Price Exception that the Company knows or reasonably should know will occur. Holders If the Company does not know, and should not reasonably know, that a Fundamental Change or such other event will occur until a date that is within ten (10) Trading Days before the anticipated Fundamental Change Effective Date or effective date of such other event, the Company shall notify the Debentureholders and the Trustee promptly after the Company has knowledge of such Fundamental Change or such other event. Debentureholders may surrender Securities Debentures for conversion at any time beginning 15 days ten (10) Trading Days before the date that is anticipated to be the Fundamental Change Effective Date until the Trading Day prior to the of a Fundamental Change Purchase Date. (e) The conversion rights pursuant to this Article 4 shall commence on or the Issue Date anticipated effective date of an event that would have been a Change of Control but for the Securities 105% Trading Price Exception and expire at until the close of business on the Business last Trading Day immediately preceding the Final Maturity Fundamental Change Repurchase Date, but shall be exercisable only during the time periods specified with respect to each circumstance pursuant to which the Securities become convertible, subject, in the case of conversion of any Global Security, to any Applicable Procedures. (fd) Securities in respect of which a Fundamental Change Purchase Notice has been delivered may not be surrendered for conversion pursuant to this Article 4 prior to a valid withdrawal of such Fundamental Change Notice, in accordance with the provisions of Article 3. (g) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. (h) The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(i) and Section 4.06. (i) If a Fundamental Change occurs prior For each calendar quarter of the Company, beginning with the calendar quarter ending September 30, 2010, the conversion agent, on behalf of the Company, shall determine, on the first Business Day following the last Trading Day of such calendar quarter, whether the Debentures are convertible pursuant to the Final Maturity Date as a result of a transaction described in clauses clause (1), (2) or (4) of the definition of the term “Change of Control” and a Holder elects to convert its Securities “in connection with” such transaction, the Company shall pay a “Make Whole Premium” by increasing the applicable Conversion Rate for the Securities surrendered for conversion by a number of additional shares of Common Stock as provided in this Section 4.01(i) (the “Additional Shares”). A conversion of Securities shall be deemed for these purposes to be “in connection with” such a transaction if the notice of conversion is received by the Conversion Agent from and including the Fundamental Change Effective Date and prior to the close of business on the Business Day prior to the Fundamental Change Purchase Date. The number of Additional Shares per $1,000 principal amount of Securities constituting the Make Whole Premium shall be determined by reference to the table below and shall be based on the date on which the Fundamental Change Effective Date occurs and the price (the “Stock Price”) paid, or deemed to be paid, per share of Common Stock in such transaction. If holders of Common Stock receive only cash in the Fundamental Change transaction, the Stock Price shall be the cash amount paid per share of Common Stock. Otherwise, the Stock Price shall be the average of the Closing Prices of the Common Stock for each of the ten consecutive Trading Days prior to but excluding the Fundamental Change Effective Date. The following table sets forth the Additional Share amounts, if any, by which the applicable Conversion Rate shall be increased for each Stock Price and Fundamental Change Effective Date. $ 8.34 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 $10.00 21.8766 21.2897 20.6449 19.8041 18.8469 17.7580 16.4333 14.7856 12.5094 9.5064 $12.50 15.5826 14.8177 13.9660 12.9350 11.7602 10.3984 8.7622 6.7336 3.9962 0.0000 $15.00 12.0868 11.3311 10.4818 9.4946 8.3802 7.1105 5.6342 3.9167 1.9054 0.0000 $17.50 9.9104 9.2110 8.4281 7.5334 6.5477 5.4371 4.1977 2.8207 1.3825 0.0000 $20.00 8.4308 7.7856 7.0887 6.2911 5.4288 4.4651 3.4377 2.3249 1.1744 0.0000 $25.00 6.5854 6.0598 5.4850 4.8526 4.1729 3.4359 2.6467 1.8100 0.9347 0.0000 $30.00 5.4437 4.9992 4.5222 3.9964 3.4373 2.8328 2.1884 1.5032 0.7793 0.0000 $35.00 4.6491 4.2678 3.8594 3.4101 2.9349 2.4213 1.8724 1.2880 0.6680 0.0000 $40.00 4.0637 3.7293 3.3731 2.9793 2.5658 2.1168 1.6380 1.1265 0.5845 0.0000 $45.00 3.6121 3.3143 2.9986 2.6475 2.2810 1.8811 1.4556 1.0009 0.5193 0.0000 $50.00 3.2543 2.9856 2.7000 2.3837 2.0519 1.6928 1.3104 0.9007 0.4675 0.0000 $75.00 2.1801 2.0000 1.8081 1.5949 1.3715 1.1273 0.8705 0.5970 0.3082 0.0000 $ 100.00 1.6449 1.5061 1.3618 1.1995 1.0310 0.8469 0.6498 0.4427 0.2238 0.0000 If the actual Stock Price or Fundamental Change Effective Date is not set forth in the table above, then: (i) if the actual Stock Price on the Fundamental Change Effective Date is between two Stock Price amounts in the table or the actual Fundamental Change Effective Date is between two Fundamental Change Effective Dates in the table, the Additional Share amounts will be determined by a straight-line interpolation between the Additional Share amounts set forth for the higher and lower Stock Prices and the two Fundamental Change Effective Dates on the table based on a 365-day year; (ii) if the actual Stock Price on the Fundamental Change Effective Date exceeds $100.00 per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall be made; and (iii) if the actual Stock Price on the Fundamental Change Effective Date is less than $8.34 per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall be made. The Stock Prices set forth in the first column of the table above will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted pursuant to Section 4.06 hereof. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Share amounts set forth in the table above will be adjusted in the same manner as the Conversion Rate as set forth in Section 4.06 hereof. Notwithstanding the foregoing, in no event shall the Conversion Rate exceed 119.9040 shares per $1,000 principal amount of Securities, subject to adjustment in the same manner as the Conversion Rate as set forth in subsections (a) through (c) of Section 4.06 hereof15.01(a), and, if so, will notify the Trustee and the Company in writing.

Conversion Privilege and Conversion Rate. (a) Any Subject to and upon compliance with the provisions of this Article, at the option of the Holder thereof, any Security or portion thereof that is an integral multiple of $1,000 principal amount may be converted by into fully paid and nonassessable shares (calculated as to each conversion to the Holder thereof in accordance with the provisions nearest 1/100th of this Article 4. Upon conversion, Holders shall be entitled to receive the amount of cash and, if applicable, shares a share) of Common Stock determined in of the manner provided in Section 4.12. Securities may be converted prior to the close of business on the Business Day immediately preceding the Final Maturity Date Company at the Conversion Rate Rate, determined as hereinafter provided, in effect at the time of such conversion only under and subject to the following circumstancesadjustments described below, as follows: (1) on any Business Day in any fiscal quarter commencing at any time after October 31, 2007, and only during such fiscal quarter, if, as of the last day of the immediately preceding fiscal quarteron or prior to February 15, 2029, the Closing Sale Price of the Common Stock for at least 20 Trading Days in the period of the 30 consecutive Trading Days ending on the last eleventh Trading Day of such preceding any fiscal quarter was is more than 130120% of the applicable then current Conversion Price on the last day 77 Securities, then the Holder thereof will be entitled to convert such Security until and including the eleventh Trading Day of such preceding the immediately following fiscal quarter; (2) if, on any Business Day during the five Business Day period date after any five consecutive Trading Day period in which the Trading Price per $1,000 principal amount of SecuritiesFebruary 15, as determined by the Trustee following a request by a Holder in accordance with the procedures described in Section 4.01(b)2029, for each Trading Day of that period was less than 95% of the product of the Closing Sale Price of the Common Stock on such day and is more than 120% of the then applicable current Conversion Rate per $1,000 principal amount of Price on the Securities., then the Holder thereof will be entitled to convert such Security at all times thereafter; (3) if the Company distributes elects to all holders of Common Stock any rights entitling them call the Securities for redemption on or after February 20, 2011, then the Holder thereof will be entitled to purchase, for a period expiring within 45 days of convert such distribution, Common Stock, Security (or securities convertible into Common Stock, at less than, or having a conversion price per share less than, the Closing Price portion of the Common Stock Security called for redemption, if less than all), until the close of business on the Trading Business Day immediately preceding prior to the declaration date for such distributionRedemption Date; (4) if the Company distributes to all or substantially all holders of Common Stock rights, options or warrants (other than with respect to a Rights Plan) entitling them to purchase Common Stock at less than the Closing Sale Price of the Common Stock on the last Trading Day preceding the declaration for such distribution, then the Holder thereof will be entitled to convert such Security in the period described below; (5) if the Company distributes to all or substantially all holders of Common Stock cash, assets, cash, debt securities or rights to purchase the Company’s securitiescapital stock, which distribution has a per share value as determined by the Board of Directors exceeding 155% of the Closing Sale Price per share of the Common Stock on the last Trading Day immediately preceding the declaration date for such distribution; (5) if a Fundamental Change occurs, then the Holder thereof will be entitled to convert such Security in the period described below; or (6) at any time during the period beginning on June 15, 2016 and ending at the close of business on the Business Day immediately preceding the Final Maturity Date. (b) In connection with clause (1) of Section 4.01(a), if the Company shall determine at becomes a party to a consolidation, merger or sale of all or substantially all of the beginning Company's assets where such consolidation, merger or sale of each fiscal quarter commencing at any time after October 31, 2007 whether all or substantially all of the Securities are convertible pursuant to Company's assets constitutes a Change in Control or such clause an event occurs that would have been a Change in Control but for the occurrence of one or more of the exceptions (1I) and shall notify the Trustee. In addition, in connection with clause (2) of Section 4.01(a), the Trustee shall have no obligation to determine the Trading Price of the Securities and whether the Securities are convertible pursuant to such clause (2) unless the Company has requested such determination and the Company shall have no obligation to make such request unless a Holder of the Securities provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 95% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of Securities. At such time, the Company shall instruct the Trustee to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Securities is greater than 95% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of the Securities. (c) In the case of a distribution contemplated by clause (3) or (4) of Section 4.01(a), the Company shall notify Holders and the Trustee at least 35 days prior to the ex-dividend date (defined below) for such distribution (the “Distribution Notice”). Once the Company has given the Distribution Notice, Holders may surrender their Securities for conversion at any time until the earlier of the close of business on the Business Day prior to the ex-dividend date or the Company’s announcement that such distribution will not take place. In the event of a distribution contemplated by clause (3) or (4) of Section 4.01(a), Holders may not convert the Securities if the Holders will otherwise participate in such distribution on an as converted basis (assuming for this purpose that the Securities were convertible solely into a number of shares of Common Stock equal to the then applicable Conversion Rate). The “ex-dividend date” is the first date upon which a sale of the Common Stock does not automatically transfer the right to receive the relevant distribution from the seller of the Common Stock to its buyer. The Company will provide written notice to the Conversion Agent as soon as reasonably practicable of any anticipated or actual event or transaction that will cause or causes the Securities to become convertible pursuant to clauses (3) or (4) of Section 4.01(a). (d) In the case of a Fundamental Change, the Company shall provide notice thereof (a “Fundamental Change Conversion Notice”II) to the Holders definition of Securities and the Trustee at least 15 days prior to date that is anticipated to be the Fundamental a Change Effective Date. Holders may surrender Securities for conversion at any time beginning 15 days before the date that is anticipated to be the Fundamental Change Effective Date until the Trading Day prior to the Fundamental Change Purchase Date. (e) The conversion rights pursuant to this Article 4 shall commence on the Issue Date of the Securities and expire at the close of business on the Business Day immediately preceding the Final Maturity Date, but shall be exercisable only during the time periods specified with respect to each circumstance pursuant to which the Securities become convertible, subject, in Control contained in the case of conversion of any Global Security, to any Applicable Procedures. (f) Securities in respect of which a Fundamental Change Purchase Notice has been delivered may not be surrendered for conversion pursuant to this Article 4 prior to a valid withdrawal of such Fundamental Change Notice, in accordance with the provisions of Article 3. (g) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. (h) The Conversion Rate shall be adjusted in certain instances as provided in proviso immediately following Section 4.01(i) and Section 4.06. (i) If a Fundamental Change occurs prior to the Final Maturity Date as a result of a transaction described in clauses (113.4(2)(iii), (2) or (4) of then the definition of the term “Change of Control” and a Holder elects thereof will be entitled to convert its Securities “in connection with” such transaction, the Company shall pay a “Make Whole Premium” by increasing the applicable Conversion Rate for the Securities surrendered for conversion by a number of additional shares of Common Stock as provided in this Section 4.01(i) (the “Additional Shares”). A conversion of Securities shall be deemed for these purposes to be “in connection with” such a transaction if the notice of conversion is received by the Conversion Agent from and including the Fundamental Change Effective Date and prior to the close of business on the Business Day prior to the Fundamental Change Purchase Date. The number of Additional Shares per $1,000 principal amount of Securities constituting the Make Whole Premium shall be determined by reference to the table below and shall be based on the date on which the Fundamental Change Effective Date occurs and the price (the “Stock Price”) paid, or deemed to be paid, per share of Common Stock in such transaction. If holders of Common Stock receive only cash Security in the Fundamental Change transaction, the Stock Price shall be the cash amount paid per share of Common Stock. Otherwise, the Stock Price shall be the average of the Closing Prices of the Common Stock for each of the ten consecutive Trading Days prior to but excluding the Fundamental Change Effective Date. The following table sets forth the Additional Share amounts, if any, by which the applicable Conversion Rate shall be increased for each Stock Price and Fundamental Change Effective Date. $ 8.34 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 $10.00 21.8766 21.2897 20.6449 19.8041 18.8469 17.7580 16.4333 14.7856 12.5094 9.5064 $12.50 15.5826 14.8177 13.9660 12.9350 11.7602 10.3984 8.7622 6.7336 3.9962 0.0000 $15.00 12.0868 11.3311 10.4818 9.4946 8.3802 7.1105 5.6342 3.9167 1.9054 0.0000 $17.50 9.9104 9.2110 8.4281 7.5334 6.5477 5.4371 4.1977 2.8207 1.3825 0.0000 $20.00 8.4308 7.7856 7.0887 6.2911 5.4288 4.4651 3.4377 2.3249 1.1744 0.0000 $25.00 6.5854 6.0598 5.4850 4.8526 4.1729 3.4359 2.6467 1.8100 0.9347 0.0000 $30.00 5.4437 4.9992 4.5222 3.9964 3.4373 2.8328 2.1884 1.5032 0.7793 0.0000 $35.00 4.6491 4.2678 3.8594 3.4101 2.9349 2.4213 1.8724 1.2880 0.6680 0.0000 $40.00 4.0637 3.7293 3.3731 2.9793 2.5658 2.1168 1.6380 1.1265 0.5845 0.0000 $45.00 3.6121 3.3143 2.9986 2.6475 2.2810 1.8811 1.4556 1.0009 0.5193 0.0000 $50.00 3.2543 2.9856 2.7000 2.3837 2.0519 1.6928 1.3104 0.9007 0.4675 0.0000 $75.00 2.1801 2.0000 1.8081 1.5949 1.3715 1.1273 0.8705 0.5970 0.3082 0.0000 $ 100.00 1.6449 1.5061 1.3618 1.1995 1.0310 0.8469 0.6498 0.4427 0.2238 0.0000 If the actual Stock Price or Fundamental Change Effective Date is not set forth in the table above, then: (i) if the actual Stock Price on the Fundamental Change Effective Date is between two Stock Price amounts in the table or the actual Fundamental Change Effective Date is between two Fundamental Change Effective Dates in the table, the Additional Share amounts will be determined by a straight-line interpolation between the Additional Share amounts set forth for the higher and lower Stock Prices and the two Fundamental Change Effective Dates on the table based on a 365-day year; (ii) if the actual Stock Price on the Fundamental Change Effective Date exceeds $100.00 per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall be made; and (iii) if the actual Stock Price on the Fundamental Change Effective Date is less than $8.34 per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall be made. The Stock Prices set forth in the first column of the table above will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted pursuant to Section 4.06 hereof. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Share amounts set forth in the table above will be adjusted in the same manner as the Conversion Rate as set forth in Section 4.06 hereof. Notwithstanding the foregoing, in no event shall the Conversion Rate exceed 119.9040 shares per $1,000 principal amount of Securities, subject to adjustment in the same manner as the Conversion Rate as set forth in subsections (a) through (c) of Section 4.06 hereofperiod described below.

Conversion Privilege and Conversion Rate. (a) Any Subject to the obligation and the right of the Company to pay some or all of the conversion consideration in cash in accordance with Section 4.13, and upon compliance with the provisions of this Article 4, at the option of the Holder thereof, any Security or portion thereof that is an integral multiple of $1,000 principal amount may be converted by into fully paid and nonassessable shares (calculated as to each conversion to the Holder thereof in accordance with the provisions nearest 1/10,000th of this Article 4. Upon conversion, Holders shall be entitled to receive the amount of cash and, if applicable, shares a share) of Common Stock determined in the manner provided in Section 4.12. Securities may be converted prior to the close of business on the Business Trading Day immediately preceding the Final Maturity Date or such earlier date set forth in this Article 4, unless previously redeemed or purchased by the Company pursuant to Section 3.01, at the Conversion Rate in effect at such time, determined as hereinafter provided, and subject to the time of such conversion adjustments described below, during specified periods, only under the following circumstances: (1) on during any Business Day in any fiscal calendar quarter commencing at any time after October March 31, 20072010, and only during such fiscal calendar quarter, if, as of the last day of the immediately preceding fiscal calendar quarter, the Closing Price per share of the Common Stock for at least 20 Trading Days in the period of the 30 consecutive Trading Days ending on the last Trading Day of such preceding fiscal calendar quarter was more than 130% of the applicable Conversion Price on the last day of such preceding fiscal quarter; (2) on any Business Day during the five Business Day period after any five consecutive Trading Day period in which the Trading Price per $1,000 principal amount of Securities, as determined by the Trustee following a request by a Holder in accordance with the procedures described in Section 4.01(b), for each Trading Day of that period was less than 95% of the product of the Closing Price of the Common Stock on such day and the then applicable Conversion Rate per $1,000 principal amount of Securities. (3) if the Company distributes to all or substantially all holders of Common Stock any rights entitling them to purchase, for a period expiring within 45 days of such distribution, Common Stock, or securities convertible into Common Stock, at less than, or having a conversion price per share less than, the then current Closing Price per share of the Common Stock on the Trading Day immediately preceding the declaration date for such distributionStock; (43) if the Company distributes to all or substantially all holders of Common Stock assets, cash, debt securities or rights to purchase the Company’s securities, which distribution has a per share value as determined by the Board of Directors exceeding 1515.0% of the Closing Price per share of the Common Stock on the Trading Day immediately preceding the declaration date for such distribution; (4) if the Company is a party to any transaction or event (including, but not limited to, any consolidation, merger or binding share exchange, other than changes resulting from a subdivision or combination) pursuant to which all or substantially all shares of the Common Stock would be converted into cash, securities or other property; (5) if a Fundamental Change occurs; or; (6) with respect to Securities called for redemption pursuant to Section 11.01, until 5:00 p.m., New York City time, on the Trading Day prior to the relevant Redemption Date; (7) at any time during the period beginning on June 15August 31, 2016 2029 and ending at the close of business 5:00 p.m., New York City time, on the Business Trading Day immediately preceding the Final Maturity Date.; or (b) In connection with clause (1) of Section 4.01(a), 8) on any Business Day during the Company shall determine at the beginning of each fiscal quarter commencing at five Business Day period after any time after October 31, 2007 whether the Securities are convertible pursuant to such clause (1) and shall notify the Trustee. In addition, five consecutive Trading Day period in connection with clause (2) of Section 4.01(a), the Trustee shall have no obligation to determine the Trading Price of the Securities and whether the Securities are convertible pursuant to such clause (2) unless the Company has requested such determination and the Company shall have no obligation to make such request unless a Holder of the Securities provides the Company with reasonable evidence that which the Trading Price per $1,000 principal amount of Securities would be Securities, as determined following a request by a Holder in accordance with the procedures described in Section 4.01(e)(ii), for each day of that period was less than 9598% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of Securities. At such time, the Company shall instruct the Trustee to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Securities is greater than 95% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of the Securities. (cb) In the case of a distribution contemplated by clause clauses (2) and (3) or (4) of Section 4.01(a), the Company shall notify Holders and the Trustee at least 35 days 25 Trading Days prior to the ex-dividend date (defined below) for such distribution (the “Distribution Notice”); provided that if the Company distributes rights pursuant to a stockholder rights agreement, it shall give the Distribution Notice on the first Business Day immediately after the Company is required to give notice generally to its stockholders pursuant to such stockholder rights agreement if such date is less than 25 Trading Days prior to the date of such distribution. Once the Company has given the Distribution Notice, Holders may surrender their Securities for conversion at any time until the earlier of the close of business on the last Business Day prior to preceding the ex-dividend date or the Company’s announcement that such distribution will not take place. In the event of a distribution contemplated by clause clauses (2) and (3) or (4) of Section 4.01(a), Holders may not convert the Securities if the Holders will otherwise participate in such distribution on an as converted basis (assuming for this purpose that the Securities were convertible solely into a number of shares of Common Stock equal to the then applicable Conversion Rate)without converting their Securities. The “ex-dividend date” is the first date upon which a sale of the Common Stock does not automatically transfer the right to receive the relevant distribution from the seller of the Common Stock to its buyer. The Company will provide written notice to the Conversion Agent as soon as reasonably practicable of any anticipated or actual event or transaction that will cause or causes the Securities to become convertible pursuant to clauses (2) or (3) or of Section 4.01(a). (c) In the case of a transaction contemplated by clause (4) of Section 4.01(a) (regardless of whether the transaction constitutes a Fundamental Change), the Company will notify Holders and the Trustee as promptly as practicable following the date the Company publicly announces such transaction (but in no event less than 15 days prior to the anticipated effective date of such transaction, or, if such transaction also constitutes a Fundamental Change, no later than the date the Issuer Fundamental Change Notice is provided). Holders may surrender Securities for conversion at any time from and after the date which is 15 days prior to the anticipated effective date of such transaction until the earlier of the date which is 35 days after the actual effective date of such transaction or the date of the Company’s announcement that such transaction will not take place. Notwithstanding anything else contained herein, the Securities shall not become subject to conversion by reason of a merger, consolidation, or other transaction effected with one of the Company’s direct or indirect Subsidiaries for the purpose of changing the Company’s state of incorporation to any other state within the United States or the District of Columbia. (d) In the case of a Fundamental Change, the Company shall provide notice thereof (a “Fundamental Change Conversion Notice”) to notify the Holders of Securities and the Trustee at least 15 days prior to the anticipated effective date of any Fundamental Change that the Company knows or reasonably should know will occur (a “Fundamental Change Conversion Notice”). If the Company does not know, or should not reasonably know, that a Fundamental Change will occur until the date that is within 15 days before the anticipated to be effective date of such Fundamental Change, the Company shall deliver a Fundamental Change Effective DateConversion Notice to the Holders and the Trustee promptly after the Company has knowledge of such Fundamental Change. Holders may surrender Securities for conversion at any time beginning 15 days before the anticipated effective date that is anticipated to be the of a Fundamental Change Effective Date and until the Trading Day prior to immediately preceding the Fundamental Change Purchase DateDate (unless the Company shall fail to make the Fundamental Change Purchase Price payment when due in accordance with Article 3, in which case the conversion right shall terminate at the close of business on the date such failure is cured and such Security is purchased). (ei) For each calendar quarter of the Company, beginning with the calendar quarter ending March 31, 2010, the Conversion Agent, on behalf of the Company, will determine, on the first Business Day following the last Trading Day of such calendar quarter, whether the Securities are convertible pursuant to clause (1) of Section 4.01(a), and, if so, will notify the Trustee (to the extent the Trustee is not also serving as the Conversion Agent) and the Company in writing. (ii) The Trustee shall have no obligation to determine the Trading Price of the Securities and whether the Securities are convertible pursuant to clause (8) of Section 4.01(a) unless the Company has requested such determination; and the Company shall have no obligation to make such request unless a Holder of the Securities provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 98% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of Securities. At such time, the Company shall instruct the Trustee to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Securities is greater than 98% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of the Securities. (f) The conversion rights pursuant to this Article 4 shall commence on the Issue Date of the Securities and expire at the close of business on the Business Day immediately preceding the Final Maturity Date, but shall be exercisable only during the time periods specified with respect to each circumstance pursuant to which the Securities become convertible, subject, in the case of conversion of any Global Security, to any Applicable Procedures. (f) . If a Security is convertible as a result of a Fundamental Change, such conversion right shall commence and terminate as set forth in Section 4.01(d). Securities in respect of which a Fundamental Change Purchase Notice has been delivered may not be surrendered for conversion pursuant to this Article 4 prior to a valid withdrawal of such Fundamental Change Purchase Notice, in accordance with the provisions of Article 3. (g) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. (h) A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities into Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4. (i) The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(i4.01(j) and Section 4.06. (ij) If a Fundamental Change occurs on or prior to the Final Maturity Date as a result of Date, there shall have occurred a transaction described in clauses (1), (2) or (4) of the definition of the term “a Change of Control” Control (any such transaction being referred to in this Clause 4.01(j) as a “Make Whole Transaction”), and a Holder elects to convert its Securities “in connection with” such transactionMake Whole Transaction, the Company shall pay a “Make Whole Premium” by increasing the applicable Conversion Rate for the Securities surrendered for conversion by a number of additional shares of Common Stock as provided in this Section 4.01(i) below (the “Additional Shares”). A conversion of Securities shall will be deemed for these purposes to be “in connection with” such a transaction Make Whole Transaction if the notice of conversion is received by the Conversion Agent from and including the date that is 10 Trading Days prior to the Fundamental Change Effective Date of such Make Whole Transaction and prior to and including the close of business on the Business Day business day prior to the Fundamental Change Purchase DateDate of such Make Whole Transaction. The number of Additional Shares per $1,000 principal amount of Securities constituting the Make Whole Premium shall be determined by reference to the table below and shall be below, based on the date on which the Fundamental Change Effective Date occurs of such Make Whole Transaction and the price (the “Stock Price”) paid, or deemed to be paid, per share of Common Stock in such transaction. If holders of Common Stock receive only cash in ; provided that if the Fundamental Change transaction, the Stock Price shall be the cash amount paid per share of Common Stock. Otherwise, the Stock Price shall be the average of the Closing Prices of the Common Stock for each of the ten consecutive Trading Days prior to but excluding the Fundamental Change Effective Date. The following table sets forth the Additional Share amounts, if any, by which the applicable Conversion Rate shall be increased for each Stock Price and Fundamental Change Effective Date. $ 8.34 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 $10.00 21.8766 21.2897 20.6449 19.8041 18.8469 17.7580 16.4333 14.7856 12.5094 9.5064 $12.50 15.5826 14.8177 13.9660 12.9350 11.7602 10.3984 8.7622 6.7336 3.9962 0.0000 $15.00 12.0868 11.3311 10.4818 9.4946 8.3802 7.1105 5.6342 3.9167 1.9054 0.0000 $17.50 9.9104 9.2110 8.4281 7.5334 6.5477 5.4371 4.1977 2.8207 1.3825 0.0000 $20.00 8.4308 7.7856 7.0887 6.2911 5.4288 4.4651 3.4377 2.3249 1.1744 0.0000 $25.00 6.5854 6.0598 5.4850 4.8526 4.1729 3.4359 2.6467 1.8100 0.9347 0.0000 $30.00 5.4437 4.9992 4.5222 3.9964 3.4373 2.8328 2.1884 1.5032 0.7793 0.0000 $35.00 4.6491 4.2678 3.8594 3.4101 2.9349 2.4213 1.8724 1.2880 0.6680 0.0000 $40.00 4.0637 3.7293 3.3731 2.9793 2.5658 2.1168 1.6380 1.1265 0.5845 0.0000 $45.00 3.6121 3.3143 2.9986 2.6475 2.2810 1.8811 1.4556 1.0009 0.5193 0.0000 $50.00 3.2543 2.9856 2.7000 2.3837 2.0519 1.6928 1.3104 0.9007 0.4675 0.0000 $75.00 2.1801 2.0000 1.8081 1.5949 1.3715 1.1273 0.8705 0.5970 0.3082 0.0000 $ 100.00 1.6449 1.5061 1.3618 1.1995 1.0310 0.8469 0.6498 0.4427 0.2238 0.0000 If the actual Stock Price or Fundamental Change Effective Date is are not set forth in on the table above, then: table: (i) if the actual Stock Price on the Fundamental Change Effective Date is between two Stock Price amounts in Prices on the table or the actual Fundamental Change Effective Date is between two Fundamental Change Effective Dates in on the table, the Additional Share amounts Make Whole Premium will be determined by a straight-line interpolation between the Additional Share amounts Make Whole Premiums set forth for the higher and lower Stock Prices and the two Fundamental Change Effective Dates on the table based on a 365360-day year; , as applicable, (ii) if the actual Stock Price on the Fundamental Change Effective Date exceeds $100.00 210.00 per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall Make Whole Premium will be made; and paid, and (iii) if the actual Stock Price on the Fundamental Change Effective Date is less than $8.34 30.00 per share of Common Stock, subject to adjustment as set forth herein, no adjustment Make Whole Premium will be paid. If Holders of Common Stock receive only cash in the Make Whole Transaction, the Stock Price shall be the cash amount paid per share of Common Stock in connection with the Make Whole Transaction. Otherwise, the Stock Price shall be equal to the Conversion Rate shall be madeaverage Closing Price of Common Stock over the 10 consecutive Trading Day period ending on the Trading Day immediately preceding, and excluding, the applicable Fundamental Change Effective Date. Make Whole Premium Upon a Make Whole Transaction (Number of Additional Shares) Settlement Date 6.1224 6.1224 6.1224 6.1224 5.4769 4.8898 4.4061 3.7672 3.2723 2.8788 2.2930 1.8777 1.5688 1.3303 1.1413 0.8618 0.6667 Nov. 15, 2010 6.1224 6.1224 5.9988 5.7344 5.0568 4.5131 4.0647 3.4737 3.0171 2.6540 2.1138 1.7309 1.4458 1.2257 1.0510 0.7925 0.6117 Nov. 15, 2011 6.1224 6.1144 5.5522 5.3078 4.6748 4.1695 3.7527 3.2053 2.7835 2.4481 1.9500 1.5970 1.3340 1.1308 0.9693 0.7298 0.5619 Nov. 15, 2012 6.1224 5.6589 5.1305 4.9000 4.3091 3.8377 3.4520 2.9471 2.5566 2.2486 1.7912 1.4674 1.2261 1.0395 0.8910 0.6704 0.5153 Nov. 15, 2013 6.1224 5.1995 4.7020 4.4941 3.9402 3.5025 3.1470 2.6828 2.3270 2.0471 1.6326 1.3398 1.1217 0.9529 0.8185 0.6184 0.4774 Nov. 15, 2014 6.1224 4.7133 4.2434 4.0511 3.5392 3.1368 2.8131 2.3926 2.0737 1.8241 1.4567 1.1980 1.0055 0.8566 0.7378 0.5606 0.4351 Nov 15, 2015 6.1224 4.1654 3.7304 3.5479 3.0796 2.7144 2.4259 2.0537 1.7747 1.5592 1.2445 1.0243 0.8610 0.7346 0.6338 0.4831 0.3760 Nov. 15, 2016 6.1224 3.5856 3.1684 2.9889 2.5602 2.2319 1.9804 1.6611 1.4276 1.2503 0.9958 0.8197 0.6896 0.5890 0.5087 0.3884 0.3027 Nov. 15, 2017 6.1224 2.9411 2.5441 2.3618 1.9729 1.6786 1.4634 1.2059 1.0247 0.8918 0.7073 0.5822 0.4901 0.4189 0.3620 0.2768 0.2160 Nov. 15, 2018 6.1224 2.2461 1.8531 1.6667 1.2996 1.0292 0.8423 0.6585 0.5445 0.4671 0.3690 0.3033 0.2546 0.2168 0.1865 0.1412 0.1088 Nov. 15, 2019 6.1224 1.6714 1.2799 1.1111 0.6591 0.3264 0.0938 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 Nov. 15, 2024 6.1224 2.0690 1.5454 1.3217 0.7675 0.3740 0.1090 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 Nov. 15, 2029 6.1224 1.7746 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The Stock Prices set forth in the first column row of the table above and the dollar amounts set forth in clauses (ii) and (iii) in the first paragraph of this Section 4.01(j) (together, the “Dollar Limitations”) will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted other than an adjustment pursuant to Section 4.06 hereofthe Make Whole Premium described above. The adjusted Stock Prices and the Dollar Limitations will equal the Stock Prices and the Dollar Limitations applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price and Dollar Limitation adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Share amounts Shares set forth in the table above will be adjusted in the same manner as the Conversion Rate as set forth in Section 4.06 hereof, other than as a result of an adjustment to the Conversion Rate by adding the Make Whole Premium as described above. Notwithstanding the foregoing, in no event shall will the Conversion Rate total number of shares of Common Stock issuable upon conversion of a Security exceed 119.9040 33.3333 shares per $1,000 principal amount of Securities, subject to proportional adjustment in the same manner as the Conversion Rate as set forth in subsections (aSection 4.06(a) through (c) of Section 4.06 hereof. (k) By delivering the amount of cash and, if applicable, the number of shares of Common Stock issuable on conversion to the Trustee, the Company will be deemed to have satisfied its obligation to pay the principal amount of the Securities so converted and its obligation to pay accrued and unpaid in

Conversion Privilege and Conversion Rate. (a) Any Subject to and upon compliance with the provisions of this Article, at the option of the Holder thereof, any portion of a Security or portion thereof that is an integral multiple of $1,000 principal amount may be converted by into fully paid and nonassessable shares (calculated as to each conversion to the Holder thereof in accordance with the provisions nearest 1/100th of this Article 4. Upon conversion, Holders shall be entitled to receive the amount of cash and, if applicable, shares a share) of Common Stock determined in of the manner provided in Section 4.12. Securities may be converted prior to the close of business on the Business Day immediately preceding the Final Maturity Date Company at the Conversion Rate Rate, determined as hereinafter provided, in effect at the time of such conversion only under the following circumstancesand subject to adjustment as described below, as follows: (1) on any Business Day in any fiscal quarter commencing at any time after October 31, 2007, and only during such fiscal quarter, if, as of the last day of the immediately preceding fiscal quarteron or prior to June 15, 2019, the Closing Sale Price of the Common Stock Stock, for at least 20 Trading Days in the period of the 30 consecutive Trading Days ending on the last eleventh Trading Day of such preceding any fiscal quarter was quarter, is more than 130120% of the applicable then current Conversion Price on of the last day Securities, then the Holder thereof will be entitled to convert such Security until and including the eleventh Trading Day of such preceding the immediately following fiscal quarter; (2) if, on any Business Day during the five Business Day period date after any five consecutive Trading Day period in which the Trading Price per $1,000 principal amount of SecuritiesJune 15, as determined by the Trustee following a request by a Holder in accordance with the procedures described in Section 4.01(b)2019, for each Trading Day of that period was less than 95% of the product of the Closing Sale Price of the Common Stock on such day and is more than 120% of the then applicable current Conversion Rate per $1,000 principal amount Price of the Securities., then the Holder thereof will be entitled to convert such Security at all times thereafter; (3) if the Company distributes elects to all holders of Common Stock any rights entitling them call the Securities for redemption, then the Holder thereof will be entitled to purchase, for a period expiring within 45 days of convert such distribution, Common Stock, Security (or securities convertible into Common Stock, at less than, or having a conversion price per share less than, the Closing Price portion of the Common Stock Security called for redemption, if less than all), until the close of business on the Trading Business Day immediately preceding prior to the declaration date for such distributionRedemption Date; (4) if the Company distributes to all or substantially all holders of Common Stock, rights, options or warrants (other than with respect to a Rights Plan) entitling them to purchase Common Stock assetsat less than the Closing Sale Price of the Common Stock on the last Trading Day preceding the declaration for such distribution, then the Holder thereof will be entitled to convert such Security in the period described below; (5) if the Company distributes to all or substantially all holders of Common Stock, cash, assets, debt securities or rights to purchase the Company’s securitiesCapital Stock of any Subsidiary, which distribution has a per share value as determined by the Board of Directors exceeding 155% of the Closing Sale Price per share of the Common Stock on the last Trading Day immediately preceding the declaration date for such distribution; (5) if a Fundamental Change occurs, then the Holder thereof will be entitled to convert such Security in the period described below; or (6) at any time during if the Company becomes a party to a consolidation, merger or sale of all or substantially all of the Company’s assets where such consolidation, merger or sale of all or substantially all of the Company’s assets constitutes a Change in Control or such event occurs that would have been a Change in Control but for the occurrence of one or both of the exceptions to the definition of a Change in Control contained in the proviso immediately following Section 13.4(2)(iii), then the Holder thereof will be entitled to convert such Security in the period beginning on June 15, 2016 and ending at the close of business on the Business Day immediately preceding the Final Maturity Date. (b) In connection with clause (1) of Section 4.01(a), the Company shall determine at the beginning of each fiscal quarter commencing at any time after October 31, 2007 whether the Securities are convertible described below. A Security for which a Holder has delivered a Repurchase Notice pursuant to Section 13.3 may be surrendered for conversion only if such clause (1) and shall notify Repurchase Notice is withdrawn under the Trusteeterms of this Indenture. In addition, in connection with clause (2) of Section 4.01(a), the Trustee shall have no obligation to determine the Trading Price of the Securities and whether the Securities are convertible pursuant to such clause (2) unless the Company has requested such determination and the Company shall have no obligation to make such request unless a Holder of the Securities provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 95% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of Securities. At such time, the Company shall instruct the Trustee to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Securities is greater than 95% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of the Securities. (c) In the case of a distribution contemplated by clause (3) or in clauses (4) and (5) of this Section 4.01(a12.1(a), the Company shall will notify Holders (and the Trustee Trustee) at least 35 20 days prior to the ex-dividend date (defined below) for such distribution (the “Distribution Notice”). Once the Company has given the Distribution Notice, Holders may surrender their Securities for conversion at any time until the earlier of the close of business on the last Business Day prior to preceding the ex-dividend date or the Company’s announcement that such distribution will not take place, in which event the conversion request shall be deemed withdrawn automatically. In If in the future the Company adopts a Rights Plan, Holders will not have any conversion right pursuant to clause (4) above or otherwise, solely as a result of the issuance of Rights pursuant to the Rights Plan. Notwithstanding the foregoing, in the event of a distribution contemplated by clause (3) or in clauses (4) and (5) of this Section 4.01(a12.1(a), Holders may not convert the Securities if the Holders will otherwise may participate in such distribution on an as converted basis (assuming for this purpose that without converting their Securities. In the Securities were convertible solely into event of a number of shares of Common Stock equal to the then applicable Conversion Rate). The “ex-dividend date” is the first date upon which a consolidation, merger or sale of the Common Stock does not automatically transfer the right to receive the relevant distribution from the seller all or substantially all of the Common Stock to its buyer. The Company will provide written notice to the Conversion Agent Company’s assets as soon as reasonably practicable of any anticipated or actual event or transaction that will cause or causes the Securities to become convertible pursuant to clauses contemplated in clause (3) or (46) of this Section 4.01(a12.1(a). (d) In the case of a Fundamental Change, the Company shall provide notice thereof will notify Holders (a “Fundamental Change Conversion Notice”) to the Holders of Securities and the Trustee Trustee) at least 15 20 days prior to the anticipated closing date that is anticipated to be of such transaction (the Fundamental Change Effective Date“Merger Notice”). Once the Company has given the Merger Notice, the Holders may may, in the event of such consolidation, merger or sale of all or substantially all of the Company’s assets, as contemplated in clause (6) above, surrender Securities for conversion at any time beginning from and after the date which is 15 days before the date that is anticipated to be the Fundamental Change Effective Date until the Trading Day prior to the Fundamental Change Purchase Dateanticipated effective date of such transaction until the date which is 15 days after the actual effective date of such transaction. With respect to clause (1) of this Section 12.1(a), the Conversion Agent will determine, on behalf of the Company, on the first Business Day succeeding the first day of the fiscal quarter on which the Securities would be convertible, whether the Securities are convertible as set forth in such clause (1) based upon the Closing Sale Price of the Common Stock and the then current Conversion Price and, if so, will notify the Company. With respect to clause (2) of this section 12.1(a), the Conversion Agent will determine, on behalf of the Company, daily on any date after June 15, 2019, whether the Securities are convertible as set forth in such clause (2) based upon the Closing Sale Price of the Common Stock and the then current Conversion Price and, if so, will notify the Company. (eb) The conversion rights pursuant Subject to the further provisions of this Article 4 shall commence on the Issue Date of the Securities and expire XII, at the close of business on the Business Day immediately preceding the Final Maturity Date, but shall be exercisable only during the any time periods specified with respect to each circumstance pursuant to which the Securities become convertible, subject, in the case of conversion of any Global Security, to any Applicable Procedures. (f) Securities in respect of which a Fundamental Change Purchase Notice has been delivered may not be surrendered for conversion pursuant to this Article 4 prior to June 15, 2019, a valid withdrawal of such Fundamental Change Notice, in accordance with the provisions of Article 3. (g) Provisions of this Indenture that apply to conversion of all Holder of a Security may also apply to conversion of a portion of a Security. (h) The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(i) and Section 4.06. (i) If a Fundamental Change occurs prior to convert the Final Maturity Date as a result of a transaction described in clauses (1), (2) or (4) of the definition of the term “Change of Control” and a Holder elects to convert its Securities “in connection with” such transaction, the Company shall pay a “Make Whole Premium” by increasing the applicable Conversion Rate for the Securities surrendered for conversion by a number of additional shares of Common Stock as provided in this Section 4.01(i) (the “Additional Shares”). A conversion of Securities shall be deemed for these purposes to be “in connection with” such a transaction if the notice of conversion is received by the Conversion Agent from and including the Fundamental Change Effective Date and prior to the close of business on the Business Day prior to the Fundamental Change Purchase Date. The number of Additional Shares per $1,000 principal amount of Securities constituting such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) for the Make Whole Premium shall be determined by reference to the table below and shall be based on the date on five Business Day period after any five consecutive Trading Day period in which the Fundamental Change Effective Date occurs and the price (the “Stock Price”) paid, or deemed to be paid, per share of Common Stock in such transaction. If holders of Common Stock receive only cash in the Fundamental Change transaction, the Stock Price shall be the cash amount paid per share of Common Stock. Otherwise, the Stock Price shall be the average of the Closing Prices Trading Price for the Securities in such period was less than 98% of the Common Stock for each of the ten consecutive Trading Days prior to but excluding the Fundamental Change Effective Date. The following table sets forth the Additional Share amounts, if any, by which the applicable average Conversion Rate shall be increased for each Stock Price and Fundamental Change Effective Date. $ 8.34 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 $10.00 21.8766 21.2897 20.6449 19.8041 18.8469 17.7580 16.4333 14.7856 12.5094 9.5064 $12.50 15.5826 14.8177 13.9660 12.9350 11.7602 10.3984 8.7622 6.7336 3.9962 0.0000 $15.00 12.0868 11.3311 10.4818 9.4946 8.3802 7.1105 5.6342 3.9167 1.9054 0.0000 $17.50 9.9104 9.2110 8.4281 7.5334 6.5477 5.4371 4.1977 2.8207 1.3825 0.0000 $20.00 8.4308 7.7856 7.0887 6.2911 5.4288 4.4651 3.4377 2.3249 1.1744 0.0000 $25.00 6.5854 6.0598 5.4850 4.8526 4.1729 3.4359 2.6467 1.8100 0.9347 0.0000 $30.00 5.4437 4.9992 4.5222 3.9964 3.4373 2.8328 2.1884 1.5032 0.7793 0.0000 $35.00 4.6491 4.2678 3.8594 3.4101 2.9349 2.4213 1.8724 1.2880 0.6680 0.0000 $40.00 4.0637 3.7293 3.3731 2.9793 2.5658 2.1168 1.6380 1.1265 0.5845 0.0000 $45.00 3.6121 3.3143 2.9986 2.6475 2.2810 1.8811 1.4556 1.0009 0.5193 0.0000 $50.00 3.2543 2.9856 2.7000 2.3837 2.0519 1.6928 1.3104 0.9007 0.4675 0.0000 $75.00 2.1801 2.0000 1.8081 1.5949 1.3715 1.1273 0.8705 0.5970 0.3082 0.0000 $ 100.00 1.6449 1.5061 1.3618 1.1995 1.0310 0.8469 0.6498 0.4427 0.2238 0.0000 If the actual Stock Price or Fundamental Change Effective Date is not set forth in the table above, then: (i) if the actual Stock Price on the Fundamental Change Effective Date is between two Stock Price amounts in the table or the actual Fundamental Change Effective Date is between two Fundamental Change Effective Dates in the table, the Additional Share amounts will be determined by a straight-line interpolation between the Additional Share amounts set forth Value for the higher and lower Stock Prices and the two Fundamental Change Effective Dates on the table based on a 365-day year; (ii) if the actual Stock Price on the Fundamental Change Effective Date exceeds $100.00 per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall be made; and (iii) if the actual Stock Price on the Fundamental Change Effective Date is less than $8.34 per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall be made. The Stock Prices set forth in the first column of the table above will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted pursuant to Section 4.06 hereof. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to during such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Share amounts set forth in the table above will be adjusted in the same manner as the Conversion Rate as set forth in Section 4.06 hereof. Notwithstanding the foregoing, in no event shall the Conversion Rate exceed 119.9040 shares per $1,000 principal amount of Securities, subject to adjustment in the same manner as the Conversion Rate as set forth in subsections (a) through (c) of Section 4.06 hereofperiod.

Conversion Privilege and Conversion Rate. (a) Any Security or portion thereof that is an integral multiple of $1,000 principal amount may be converted by the Holder thereof in accordance with the provisions of this Article 4. Upon conversion, Holders shall be entitled to receive the amount of cash and, if applicable, shares of Common Stock determined in the manner provided in Section 4.12. Securities may be converted prior to the close of business on the second Business Day immediately preceding the Final Maturity Date at the Conversion Rate in effect at the time of such conversion only under the following circumstances: (1) on any Business Day in any fiscal calendar quarter of the Company commencing at any time after October 31September 30, 2007, and only during such fiscal calendar quarter, if, as of the last day of the immediately preceding fiscal calendar quarter, the Closing Price of the Common Stock for at least 20 Trading Days in the period of 30 consecutive Trading Days ending on the last Trading Day of such preceding fiscal calendar quarter was more than 130% of the applicable Conversion Price on the last day of such preceding fiscal calendar quarter; (2) on any Business Day during the five Business Day period after any five consecutive Trading Day period in which the Trading Price per $1,000 principal amount of Securities, as determined by the Trustee following a request by a Holder in accordance with the procedures described in Section 4.01(b4.01(d)(ii), for each Trading Day of that period was less than 9598% of the product of the Closing Price of the Common Stock on such day and the then applicable Conversion Rate per $1,000 principal amount of Securities. (3) if the Company distributes to all holders of Common Stock any rights entitling them to purchase, for a period expiring within 45 days of such distribution, Common Stock, or securities convertible into Common Stock, at less than, or having a conversion price per share less than, the Closing Price of the Common Stock on the Trading Day immediately preceding the declaration date for such distribution; (4) if the Company distributes to all holders of Common Stock assets, cash, debt securities or rights to purchase the Company’s securities, which distribution has a per share value as determined by the Board of Directors exceeding 15% of the Closing Price per share of the Common Stock on the Trading Day immediately preceding the declaration date for such distribution; (5) if a Fundamental Change occurs; or (6) at any time during the period beginning on June 15, 2016 2012 and ending at the close of business on the second Business Day immediately preceding the Final Maturity Date. (b) In connection with clause (1) of Section 4.01(a), the Company shall determine at the beginning of each fiscal quarter commencing at any time after October 31, 2007 whether the Securities are convertible pursuant to such clause (1) and shall notify the Trustee. In addition, in connection with clause (2) of Section 4.01(a), the Trustee shall have no obligation to determine the Trading Price of the Securities and whether the Securities are convertible pursuant to such clause (2) unless the Company has requested such determination and the Company shall have no obligation to make such request unless a Holder of the Securities provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 95% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of Securities. At such time, the Company shall instruct the Trustee to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Securities is greater than 95% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of the Securities. (c) In the case of a distribution contemplated by clause clauses (3) or and (4) of Section 4.01(a), the Company shall notify Holders and the Trustee at least 35 days prior to the ex-ex- dividend date (defined below) for such distribution (the “Distribution Notice”). Once the Company has given the Distribution Notice, Holders may surrender their Securities for conversion at any time until the earlier of the close of business on the Business Day prior to the ex-dividend date or the Company’s announcement that such distribution will not take place. In the event of a distribution contemplated by clause clauses (3) or and (4) of Section 4.01(a), Holders may not convert the Securities if the Holders will otherwise participate in such distribution on an as converted basis (assuming for this purpose that the Securities were convertible solely into a number of shares of Common Stock equal to the then applicable Conversion Rate)basis. The “ex-dividend date” is the first date upon which a sale of the Common Stock does not automatically transfer the right to receive the relevant distribution from the seller of the Common Stock to its buyer. The Company will provide written notice to the Conversion Agent as soon as reasonably practicable of any anticipated or actual event or transaction that will cause or causes the Securities to become convertible pursuant to clauses (3) or (4) of Section 4.01(a). (dc) In the case of a Fundamental Change, the Company shall provide notice thereof (a “Fundamental Change Conversion Notice”) to the Holders of Securities and the Trustee at least 15 days prior to the date that is anticipated to be the Fundamental Change Effective Date of any Fundamental Change that the Company knows or reasonably should know will occur. If the Company does not know, and should not reasonably know, that a Fundamental Change will occur until a date that is within 15 days before the anticipated Fundamental Change Effective Date, the Company will notify the Holders of Securities and the Trustee promptly after the Company has knowledge of the Fundamental Change. Holders may surrender Securities for conversion at any time beginning 15 days before the date that is anticipated to be the Fundamental Change Effective Date and until the Trading Day prior to the Fundamental Change Purchase Date. (ed) The conversion rights pursuant to this Article 4 shall commence on the Issue Date of the Securities and expire at the close of business on the Business Day immediately preceding the Final Maturity Date, but shall be exercisable only during the time periods specified with respect to each circumstance pursuant to which the Securities become convertible, subject, in the case of conversion of any Global Security, to any Applicable Procedures. (f) Securities in respect of which a Fundamental Change Purchase Notice has been delivered may not be surrendered for conversion pursuant to this Article 4 prior to a valid withdrawal of such Fundamental Change Notice, in accordance with the provisions of Article 3. (g) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. (h) The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(i) and Section 4.06. (i) If a Fundamental Change occurs prior to the Final Maturity Date as a result of a transaction described in clauses (1), (2) or (4) For each calendar quarter of the definition of Company, beginning with the term “Change of Control” and a Holder elects to convert its Securities “in connection with” such transactioncalendar quarter ending September 30, 2007, the Company shall pay a “Make Whole Premium” by increasing will determine, on the applicable Conversion Rate for first Business Day following the last Trading Day of such calendar quarter, whether the Securities surrendered for conversion by a number are convertible pursuant to clause (1) of additional shares of Common Stock as provided in this Section 4.01(i) (4.01(a), and, if so, will notify the “Additional Shares”). A conversion of Securities shall be deemed for these purposes to be “in connection with” such a transaction if the notice of conversion is received by Trustee and the Conversion Agent from and including the Fundamental Change Effective Date and prior (to the close of business on extent the Business Day prior to the Fundamental Change Purchase Date. The number of Additional Shares per $1,000 principal amount of Securities constituting the Make Whole Premium shall be determined by reference to the table below and shall be based on the date on which the Fundamental Change Effective Date occurs and the price (the “Stock Price”) paid, or deemed to be paid, per share of Common Stock in such transaction. If holders of Common Stock receive only cash in the Fundamental Change transaction, the Stock Price shall be the cash amount paid per share of Common Stock. Otherwise, the Stock Price shall be the average of the Closing Prices of the Common Stock for each of the ten consecutive Trading Days prior to but excluding the Fundamental Change Effective Date. The following table sets forth the Additional Share amounts, if any, by which the applicable Conversion Rate shall be increased for each Stock Price and Fundamental Change Effective Date. $ 8.34 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 $10.00 21.8766 21.2897 20.6449 19.8041 18.8469 17.7580 16.4333 14.7856 12.5094 9.5064 $12.50 15.5826 14.8177 13.9660 12.9350 11.7602 10.3984 8.7622 6.7336 3.9962 0.0000 $15.00 12.0868 11.3311 10.4818 9.4946 8.3802 7.1105 5.6342 3.9167 1.9054 0.0000 $17.50 9.9104 9.2110 8.4281 7.5334 6.5477 5.4371 4.1977 2.8207 1.3825 0.0000 $20.00 8.4308 7.7856 7.0887 6.2911 5.4288 4.4651 3.4377 2.3249 1.1744 0.0000 $25.00 6.5854 6.0598 5.4850 4.8526 4.1729 3.4359 2.6467 1.8100 0.9347 0.0000 $30.00 5.4437 4.9992 4.5222 3.9964 3.4373 2.8328 2.1884 1.5032 0.7793 0.0000 $35.00 4.6491 4.2678 3.8594 3.4101 2.9349 2.4213 1.8724 1.2880 0.6680 0.0000 $40.00 4.0637 3.7293 3.3731 2.9793 2.5658 2.1168 1.6380 1.1265 0.5845 0.0000 $45.00 3.6121 3.3143 2.9986 2.6475 2.2810 1.8811 1.4556 1.0009 0.5193 0.0000 $50.00 3.2543 2.9856 2.7000 2.3837 2.0519 1.6928 1.3104 0.9007 0.4675 0.0000 $75.00 2.1801 2.0000 1.8081 1.5949 1.3715 1.1273 0.8705 0.5970 0.3082 0.0000 $ 100.00 1.6449 1.5061 1.3618 1.1995 1.0310 0.8469 0.6498 0.4427 0.2238 0.0000 If the actual Stock Price or Fundamental Change Effective Date Trustee is not set forth in the table above, then: (i) if the actual Stock Price on the Fundamental Change Effective Date is between two Stock Price amounts in the table or the actual Fundamental Change Effective Date is between two Fundamental Change Effective Dates in the table, the Additional Share amounts will be determined by a straight-line interpolation between the Additional Share amounts set forth for the higher and lower Stock Prices and the two Fundamental Change Effective Dates on the table based on a 365-day year; (ii) if the actual Stock Price on the Fundamental Change Effective Date exceeds $100.00 per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall be made; and (iii) if the actual Stock Price on the Fundamental Change Effective Date is less than $8.34 per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall be made. The Stock Prices set forth in the first column of the table above will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted pursuant to Section 4.06 hereof. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Share amounts set forth in the table above will be adjusted in the same manner also serving as the Conversion Rate as set forth Agent) in Section 4.06 hereof. Notwithstanding the foregoing, in no event shall the Conversion Rate exceed 119.9040 shares per $1,000 principal amount of Securities, subject to adjustment in the same manner as the Conversion Rate as set forth in subsections (a) through (c) of Section 4.06 hereofwriting.

Conversion Privilege and Conversion Rate. (a) Any Subject to the obligation and the right of the Company to pay some or all of the conversion consideration in cash in accordance with Section 4.13, and upon compliance with the provisions of this Article 4, at the option of the Holder thereof, any Security or portion thereof that is an integral multiple of $1,000 principal amount may be converted by into fully paid and nonassessable shares (calculated as to each conversion to the Holder thereof in accordance with the provisions nearest 1/100th of this Article 4. Upon conversion, Holders shall be entitled to receive the amount of cash and, if applicable, shares a share) of Common Stock determined in the manner provided in Section 4.12. Securities may be converted prior to the close of business on the Business Day immediately preceding the Final Maturity Date or such earlier date set forth in this Article 4, unless previously purchased by the Company on a Redemption Date or at the Holder’s option upon the occurrence of a Designated Event or a Repurchase Date, at the Conversion Rate in effect at such time, determined as hereinafter provided and subject to the time of such conversion adjustments described below, only under the following circumstances: (1) on during any Business Day in any fiscal calendar quarter commencing at any time beginning after October 31September 30, 20072006, and only during such fiscal calendar quarter, if, as of the last day of the immediately preceding fiscal calendar quarter, the Closing Volume Weighted Average Price per share of the Common Stock for at least 20 Trading Days in the period of the 30 consecutive Trading Days ending on the last Trading Day of such preceding fiscal calendar quarter was more than 130% of the applicable Conversion Price on the last day of such preceding fiscal quartercalendar quarter (the “Conversion Trigger Price”); (2) on during any Business Day during the five Business Trading Day period after any five consecutive Trading Day period in which the Trading Price per $1,000 principal amount of Securities, as determined by the Trustee following a request by a Holder in accordance with the procedures described below in Section 4.01(b4.01(d)(ii), for each Trading Day day of that period was less than 9598% of the product of the Closing Volume Weighted Average Price of the Common Stock on such for each day in that period and the then applicable Conversion Rate per $1,000 principal amount of Securities.; (3) if the Company distributes to all holders of Common Stock any rights or warrants entitling them to purchase, for a period expiring within 45 days of such distributionthe date of issuance, Common Stock, or securities convertible into Common Stock, Stock at less than, or having a conversion price per share less than, than the Closing Current Market Price of the Common Stock on the Trading Day immediately preceding the declaration date for such distributionday of issuance; (4) if the Company distributes to all holders of Common Stock Stock, assets, cash, debt securities or rights to purchase the Company’s securities, which distribution has a per share value as determined by the Board of Directors exceeding 157.5% of the Closing Volume Weighted Average Price per share of the Common Stock on the Trading Business Day immediately preceding the declaration date for such distribution; (5) if a Fundamental Change occurs; orDesignated Event (or an event that would have been a Designated Event but for the existence of the Stock-for-Stock Transaction Exception) occurs or is anticipated to occur; (6) at any time during the period beginning on June 1560 days prior to, 2016 and ending but excluding, any scheduled Repurchase Date or the Final Maturity Date; or (7) for Securities that have been called for redemption, at any time prior to the close of business on the Business Day immediately preceding prior to the Final Maturity Redemption Date. (b, even if the Securities are not otherwise convertible at such time. Notwithstanding the foregoing, even if the Securities are otherwise convertible as set forth in Section 4.01(a)(1), 4.01(a)(2), 4.01(a)(3) In connection with clause (1) of Section 4.01(aor 4.01(a)(4), the Company Securities shall determine at the beginning of each fiscal quarter commencing at any time after October 31, 2007 whether not be convertible unless the Securities are convertible pursuant to Sections 4.01(a)(5), 4.01(a)(6) or 4.01(a)(7) if, at the time a Holder of Securities tenders its Securities for conversion, there exists a default or event of default under the Credit Agreement, or a default or event of default under the Credit Agreement would result from such clause (1conversion. The inability of a Holder to convert its Securities because of this restriction set forth in the immediately preceding sentence will not constitute a Default or an Event of Default under the Indenture. If the Securities would be convertible but are not convertible because of the restrictions set forth in the immediately preceding paragraph and a Holder tenders its Securities for conversion, the Company will use reasonable efforts to permit such conversions, which may include, without limitation, seeking to obtain the consent of the lenders under the Credit Agreement, attempting to refinance the debt under the Credit Agreement and the issuance and sale of additional equity securities. If, despite the Company’s reasonable efforts, conversions continue to be prohibited, the Company will promptly inform such converting Holder and return such Holder’s Securities and any related notice of conversion will be deemed to be revoked to the extent of such returned Securities. The Company will not make any dividend or distribution of the type referred to in Sections 4.01(a)(3) or 4.01(a)(4) to the extent that a Holder would be unable to convert such Security and shall notify receive such dividend or distribution as a result of the Trustee. In addition, conversion restrictions set forth in connection with clause (2) of this Section 4.01(a), the Trustee shall have no obligation to determine the Trading Price of the Securities and whether the Securities are convertible pursuant to such clause (2) unless the Company has requested such determination and the Company shall have no obligation to make such request unless a Holder of the Securities provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 95% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of Securities. At such time, the Company shall instruct the Trustee to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Securities is greater than 95% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of the Securities. (cb) In the case of a distribution contemplated by clause clauses (3) or and (4) of Section 4.01(a), the Company shall notify Holders and the Trustee at least 35 20 days prior to the ex-dividend date (defined below) for such distribution (the “Distribution Notice”). Once the Company has given the Distribution Notice, Holders may surrender their Securities for conversion at any time until the earlier of the close of business on the Business last Trading Day prior to preceding the ex-dividend date or the Company’s announcement that such distribution will not take place. In the event of a distribution contemplated by clause clauses (3) or and (4) of Section 4.01(a), Holders may not convert the Securities if the Holders will otherwise participate in such distribution on an as converted basis (assuming for this purpose that the Securities were convertible solely into a number of shares of Common Stock equal to the then applicable Conversion Rate). The “ex-dividend date” is the first date upon which a sale of the Common Stock does not automatically transfer the right to receive the relevant distribution from the seller of the Common Stock to its buyerwithout converting their Securities. The Company will provide written notice to the Conversion Agent as soon as reasonably practicable of any anticipated or actual event or transaction that will cause or causes the Securities to become convertible pursuant to clauses (3) or (4) of Section 4.01(a). (dc) In the case of a Fundamental Changetransaction contemplated by clause (5) of section 4.01(a), the Company shall provide notice thereof (a “Fundamental Change Conversion Notice”) to will notify the Holders of Securities and the Trustee at least 15 days Trading Days prior to the anticipated Designated Event Effective Date of any Designated Event (or an event that would have been a Designated Event but for the existence of the Stock-for-Stock Transaction Exception) that the Company knows or reasonably should know will occur. If the Company does not know, and should not reasonably know, that a Designated Event will occur until a date that is within 15 Trading Days before the anticipated to be Designated Event Effective Date or other applicable event, the Fundamental Change Effective DateCompany will notify the Holders and the Trustee promptly after the Company has knowledge of such Designated Event or such other event. Holders may surrender Securities for conversion at any time beginning 15 days Trading Days before the date that is anticipated to be the Fundamental Change Designated Event Effective Date of a Designated Event (or an event that would have been a Designated Event but for the existence of the Stock-for-Stock Transaction Exception) and until the Trading Day prior to the Fundamental Change date of the Designated Event Purchase DateDate (or other applicable event). (ed) The conversion rights pursuant to this Article 4 shall commence on the Issue Date of the Securities and expire at the close of business on the Business Day immediately preceding the Final Maturity Date, but shall be exercisable only during the time periods specified with respect to each circumstance pursuant to which the Securities become convertible, subject, in the case of conversion of any Global Security, to any Applicable Procedures. (f) Securities in respect of which a Fundamental Change Purchase Notice has been delivered may not be surrendered for conversion pursuant to this Article 4 prior to a valid withdrawal of such Fundamental Change Notice, in accordance with the provisions of Article 3. (g) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. (h) The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(i) and Section 4.06. (i) If a Fundamental Change occurs prior For each calendar quarter of the Company, beginning with the calendar quarter beginning at any time after September 30, 2006, the Conversion Agent, on behalf of the Company, will determine, on the first Business Day following the last Trading Day of the previous calendar quarter, whether the Securities are convertible pursuant to the Final Maturity Date as a result of a transaction described in clauses clause (1) of Section 4.01(a), (2) or (4) and, if so, will notify the Trustee and the Company in writing. Upon request of the definition of the term “Change of Control” and a Holder elects to convert its Securities “in connection with” such transactionConversion Agent, the Company shall pay a “Make Whole Premium” by increasing the applicable Conversion Rate for the Securities surrendered for conversion by a number of additional shares of Common Stock as provided in this Section 4.01(i) (the “Additional Shares”). A conversion of Securities shall be deemed for these purposes provide, or cause to be “in connection with” such a transaction if the notice of conversion is received by provided to, the Conversion Agent from and including the Fundamental Change Effective Date and prior to the close of business on the Business Day prior to the Fundamental Change Purchase Date. The number of Additional Shares per $1,000 principal amount of Securities constituting the Make Whole Premium shall be determined by reference to the table below and shall be based on the date on which the Fundamental Change Effective Date occurs and the price (the “Stock Price”) paid, or deemed to be paid, Volume Weighted Average Price per share of Common Stock in such transaction. If holders of Common Stock receive only cash in for the Fundamental Change transaction, the Stock Price shall be the cash amount paid per share of Common Stock. Otherwise, the Stock Price shall be the average of the Closing Prices of the Common Stock for each of the ten 30 consecutive Trading Days prior to but excluding the Fundamental Change Effective Date. The following table sets forth the Additional Share amounts, if any, by which the applicable Conversion Rate shall be increased for each Stock Price and Fundamental Change Effective Date. $ 8.34 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 $10.00 21.8766 21.2897 20.6449 19.8041 18.8469 17.7580 16.4333 14.7856 12.5094 9.5064 $12.50 15.5826 14.8177 13.9660 12.9350 11.7602 10.3984 8.7622 6.7336 3.9962 0.0000 $15.00 12.0868 11.3311 10.4818 9.4946 8.3802 7.1105 5.6342 3.9167 1.9054 0.0000 $17.50 9.9104 9.2110 8.4281 7.5334 6.5477 5.4371 4.1977 2.8207 1.3825 0.0000 $20.00 8.4308 7.7856 7.0887 6.2911 5.4288 4.4651 3.4377 2.3249 1.1744 0.0000 $25.00 6.5854 6.0598 5.4850 4.8526 4.1729 3.4359 2.6467 1.8100 0.9347 0.0000 $30.00 5.4437 4.9992 4.5222 3.9964 3.4373 2.8328 2.1884 1.5032 0.7793 0.0000 $35.00 4.6491 4.2678 3.8594 3.4101 2.9349 2.4213 1.8724 1.2880 0.6680 0.0000 $40.00 4.0637 3.7293 3.3731 2.9793 2.5658 2.1168 1.6380 1.1265 0.5845 0.0000 $45.00 3.6121 3.3143 2.9986 2.6475 2.2810 1.8811 1.4556 1.0009 0.5193 0.0000 $50.00 3.2543 2.9856 2.7000 2.3837 2.0519 1.6928 1.3104 0.9007 0.4675 0.0000 $75.00 2.1801 2.0000 1.8081 1.5949 1.3715 1.1273 0.8705 0.5970 0.3082 0.0000 $ 100.00 1.6449 1.5061 1.3618 1.1995 1.0310 0.8469 0.6498 0.4427 0.2238 0.0000 If the actual Stock Price or Fundamental Change Effective Date is not set forth in the table above, then: (i) if the actual Stock Price ending on the Fundamental Change Effective Date is between two Stock Price amounts in the table or the actual Fundamental Change Effective Date is between two Fundamental Change Effective Dates in the table, the Additional Share amounts will be determined by a straight-line interpolation between the Additional Share amounts set forth for the higher and lower Stock Prices and the two Fundamental Change Effective Dates on the table based on a 365-day year; (ii) if the actual Stock Price on the Fundamental Change Effective Date exceeds $100.00 per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall be made; and (iii) if the actual Stock Price on the Fundamental Change Effective Date is less than $8.34 per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall be made. The Stock Prices set forth in the first column last Trading Day of the table above will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted pursuant to Section 4.06 hereof. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Share amounts set forth in the table above will be adjusted in the same manner as the Conversion Rate as set forth in Section 4.06 hereof. Notwithstanding the foregoing, in no event shall the Conversion Rate exceed 119.9040 shares per $1,000 principal amount of Securities, subject to adjustment in the same manner as the Conversion Rate as set forth in subsections (a) through (c) of Section 4.06 hereofpreceding calendar quarter.

Conversion Privilege and Conversion Rate. (a) Any Security or portion thereof that is an integral multiple of $1,000 principal amount may be converted by the Holder thereof in accordance with the provisions of this Article 4. Upon conversion, Holders shall be entitled to receive the amount of cash and, if applicable, shares of Common Stock determined in the manner provided in Section 4.12. Securities may be converted prior to the close of business on the third Business Day immediately preceding the Final Maturity Date at the Conversion Rate in effect at the time of such conversion only under the following circumstances: (1) on any Business Day in any fiscal calendar quarter commencing at any time after October 31June 30, 2007, and only during such fiscal calendar quarter, if, as of the last day of the immediately preceding fiscal calendar quarter, the Closing Price of the Common Stock for at least 20 Trading Days in the period of 30 consecutive Trading Days ending on the last Trading Day of such preceding fiscal calendar quarter was more than 130% of the applicable Conversion Price on the last day of such preceding fiscal calendar quarter; (2) on any Business Day during the five Business Day period after any five consecutive Trading Day period in which the Trading Price per $1,000 principal amount of Securities, as determined by the Trustee following a request by a Holder in accordance with the procedures described in Section 4.01(b4.01(e)(ii), for each Trading Day of that period was less than 9598% of the product of the Closing Price of the Common Stock on such day and the then applicable Conversion Rate per $1,000 principal amount of Securities. (3) if the Company distributes to all holders of Common Stock any rights entitling them to purchase, for a period expiring within 45 days of such distribution, Common Stock, or securities convertible into Common Stock, at less than, or having a conversion price per share less than, the Closing Price of the Common Stock on the Trading Day immediately preceding the declaration date for such distribution; (4) if the Company distributes to all holders of Common Stock assets, cash, debt securities or rights to purchase the Company’s securities, which distribution has a per share value as determined by the Board of Directors exceeding 15% of the Closing Price per share of the Common Stock on the Trading Day immediately preceding the declaration date for such distribution; (5) if the Company is a party to any transaction or event (including, but not limited to, any consolidation, merger or binding share exchange, other than changes resulting from a subdivision or combination) that is not otherwise a Fundamental Change pursuant to which all or substantially all shares of the Common Stock would be converted into cash, securities or other property (provided that the Securities shall not become convertible by reason of a merger, consolidation or other transaction effected by the Company with one of its direct or indirect Subsidiaries for the purpose of changing the Company’s state of incorporation or organization to any other state within the United States or the District of Columbia); (6) if a Fundamental Change occurs; or (67) at any time during the period beginning on June December 15, 2016 2011 and ending at the close of business on the third Business Day immediately preceding the Final Maturity Date. (b) In connection with clause (1) of Section 4.01(a), the Company shall determine at the beginning of each fiscal quarter commencing at any time after October 31, 2007 whether the Securities are convertible pursuant to such clause (1) and shall notify the Trustee. In addition, in connection with clause (2) of Section 4.01(a), the The Trustee shall have no obligation to determine the Trading Price of the Securities and whether the Securities are convertible pursuant to such clause (2) of Section 4.01(a) unless the Company has requested such determination and the Company shall have no obligation to make such request unless a Holder of the Securities provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 9598% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of Securities. At such time, the Company shall instruct the Trustee to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Securities is greater than 9598% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of the Securities. (c) In the case of a distribution contemplated by clause (3) or (4) of Section 4.01(a), the Company shall notify Holders and the Trustee at least 35 days prior to the ex-dividend date (defined below) for such distribution (the “Distribution Notice”). Once the Company has given the Distribution Notice, Holders may surrender their Securities for conversion at any time until the earlier of the close of business on the Business Day prior to the ex-dividend date or the Company’s announcement that such distribution will not take place. In the event of a distribution contemplated by clause (3) or (4) of Section 4.01(a), Holders may not convert the Securities if the Holders will otherwise participate in such distribution on an as converted basis (assuming for this purpose that the Securities were convertible solely into a number of shares of Common Stock equal to the then applicable Conversion Rate). The “ex-dividend date” is the first date upon which a sale of the Common Stock does not automatically transfer the right to receive the relevant distribution from the seller of the Common Stock to its buyer. The Company will provide written notice to the Conversion Agent as soon as reasonably practicable of any anticipated or actual event or transaction that will cause or causes the Securities to become convertible pursuant to clauses (3) or (4) of Section 4.01(a). (d) In the case of a transaction contemplated by clause (5) of Section 4.01(a), the Company will notify Holders and the Trustee as promptly as practicable following the date the Company publicly announces such transaction (but in no event less than 15 days prior to the anticipated effective date of such transaction). Holders may surrender Securities for conversion at any time from and after the date which is 15 days prior to the anticipated effective date of such transaction until the earlier of the date which is 15 days after the actual effective date of such transaction or the date of the Company’s announcement that such transaction will not take place. (e) In the case of a Fundamental Change, the Company shall provide notice thereof (a “Fundamental Change Conversion Notice”) to the Holders of Securities and the Trustee at least 15 days prior to date that is anticipated to be the Fundamental Change Effective Date. Holders may surrender Securities for conversion at any time beginning 15 days before the date that is anticipated to be the Fundamental Change Effective Date until the Trading Day prior to the Fundamental Change Purchase Date. (ef) The conversion rights pursuant to this Article 4 shall commence on the Issue Date of the Securities and expire at the close of business on the third Business Day immediately preceding the Final Maturity Date, but shall be exercisable only during the time periods specified with respect to each circumstance pursuant to which the Securities become convertible, subject, in the case of conversion of any Global Security, to any Applicable Procedures. (fg) Securities in respect of which a Fundamental Change Purchase Notice has been delivered may not be surrendered for conversion pursuant to this Article 4 prior to a valid withdrawal of such Fundamental Change Notice, in accordance with the provisions of Article 3. (gh) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. (hi) The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(i4.01(j) and Section 4.06. (ij) If a Fundamental Change occurs prior to the Final Maturity Date as a result of a transaction described in clauses (1), (2) or (4) of the definition of the term “Change of Control” and a Holder elects to convert its Securities “in connection with” such transaction, the Company shall pay a “Make Whole Premium” by increasing the applicable Conversion Rate for the Securities surrendered for conversion by a number of additional shares of Common Stock as provided in this Section 4.01(i) (the “Additional Shares”). A conversion of Securities shall be deemed for these purposes to be “in connection with” such a transaction if the notice of conversion is received by the Conversion Agent from and including the Fundamental Change Effective Date and prior to the close of business on the Business Day prior to the Fundamental Change Purchase Date. The number of Additional Shares per $1,000 principal amount of Securities constituting the Make Whole Premium shall be determined by reference to the table below and shall be based on the date on which the Fundamental Change Effective Date occurs and the price (the “Stock Price”) paid, or deemed to be paid, per share of Common Stock in such transaction. If holders of Common Stock receive only cash in the Fundamental Change transaction, the Stock Price shall be the cash amount paid per share of Common Stock. Otherwise, the Stock Price shall be the average of the Closing Prices of the Common Stock for each of the ten consecutive Trading Days prior to but excluding the Fundamental Change Effective Date. The following table sets forth the Additional Share amounts, if any, by which the applicable Conversion Rate shall be increased for each Stock Price and Fundamental Change Effective Date. $ 8.34 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 $10.00 21.8766 21.2897 20.6449 19.8041 18.8469 17.7580 16.4333 14.7856 12.5094 9.5064 19.50 6.6890 6.6890 6.6890 6.6890 6.6890 6.6890 $12.50 15.5826 14.8177 13.9660 12.9350 11.7602 10.3984 8.7622 6.7336 3.9962 0.0000 $15.00 12.0868 11.3311 10.4818 9.4946 8.3802 7.1105 5.6342 3.9167 1.9054 0.0000 $17.50 9.9104 9.2110 8.4281 7.5334 6.5477 5.4371 4.1977 2.8207 1.3825 0.0000 $20.00 8.4308 7.7856 7.0887 6.2911 5.4288 4.4651 3.4377 2.3249 1.1744 22.50 4.2293 4.1872 4.0387 3.7054 2.9796 0.0000 $25.00 6.5854 6.0598 5.4850 4.8526 4.1729 3.4359 2.6467 1.8100 0.9347 2.9554 2.8258 2.5899 2.1854 1.4427 0.0000 $27.50 2.1121 1.9474 1.6900 1.2984 0.6829 0.0000 $30.00 5.4437 4.9992 4.5222 3.9964 3.4373 2.8328 2.1884 1.5032 0.7793 1.5441 1.3704 1.1234 0.7838 0.3253 0.0000 $35.00 4.6491 4.2678 3.8594 3.4101 2.9349 2.4213 1.8724 1.2880 0.6680 0.8835 0.7282 0.5360 0.3113 0.0920 0.0000 $40.00 4.0637 3.7293 3.3731 2.9793 2.5658 2.1168 1.6380 1.1265 0.5845 0.5491 0.4275 0.2855 0.1489 0.0494 0.0000 $45.00 3.6121 3.3143 2.9986 2.6475 2.2810 1.8811 1.4556 1.0009 0.5193 0.3689 0.2762 0.1812 0.0965 0.0384 0.0000 $50.00 3.2543 2.9856 2.7000 2.3837 2.0519 1.6928 1.3104 0.9007 0.4675 0.2789 0.2080 0.1346 0.0737 0.0336 0.0000 $75.00 2.1801 2.0000 1.8081 1.5949 1.3715 1.1273 0.8705 0.5970 0.3082 0.1354 0.1015 0.0681 0.0414 0.0223 0.0000 $ $100.00 1.6449 1.5061 1.3618 1.1995 1.0310 0.8469 0.6498 0.4427 0.2238 0.0958 0.0724 0.0484 0.0292 0.0166 0.0000 If the actual Stock Price or Fundamental Change Effective Date is not set forth in the table above, then: (i) if the actual Stock Price on the Fundamental Change Effective Date is between two Stock Price amounts in the table or the actual Fundamental Change Effective Date is between two Fundamental Change Effective Dates in the table, the Additional Share amounts will be determined by a straight-line interpolation between the Additional Share amounts set forth for the higher and lower Stock Prices and the two Fundamental Change Effective Dates on the table based on a 365-day year; (ii) if the actual Stock Price on the Fundamental Change Effective Date exceeds $100.00 per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall be made; and (iii) if the actual Stock Price on the Fundamental Change Effective Date is less than $8.34 19.50 per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall be made. The Stock Prices set forth in the first column of the table above will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted pursuant to Section 4.06 hereof. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Share amounts set forth in the table above will be adjusted in the same manner as the Conversion Rate as set forth in Section 4.06 hereof. Notwithstanding the foregoing, in no event shall the Conversion Rate exceed 119.9040 51.2821 shares per $1,000 principal amount of Securities, subject to adjustment in the same manner as the Conversion Rate as set forth in subsections (a) through (ce) of Section 4.06 hereof.

Conversion Privilege and Conversion Rate. (a) Any Security or portion thereof that is an integral multiple of $1,000 principal amount may be converted by Subject to the Holder thereof conditions and during the periods described in accordance subsections (a)(i), (ii), (iv) and (iii), (b), (c) and (d) below, and upon compliance with the provisions of this Article 45, a Holder shall have the right to surrender for conversion all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Note at any time until the close of business on the Business Day immediately preceding the Free Convertibility Date. Upon On and after the Free Convertibility Date and until the close of business on the second Scheduled Trading Day immediately prior to the Stated Maturity Date, a Holder shall have the right to surrender all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Note for conversion, Holders shall be entitled regardless of whether any of the conditions described in subsections (a)(i), (ii), (iv) and (iii), (b), (c) and (d) below have been satisfied, upon compliance with the provisions of this Article 5. (i) Prior to receive the amount close of cash andbusiness on the Business Day immediately preceding the Free Convertibility Date, a Holder may surrender all or any portion of its Notes for conversion during any calendar quarter commencing after the quarter ending December 31, 2015 if applicable, shares the Closing Sale Price of the Common Stock determined for at least twenty (20) Trading Days (whether or not consecutive) in the manner provided period of thirty (30) consecutive Trading Days ending on the last Trading Day of the calendar quarter immediately preceding the calendar quarter in Section 4.12. Securities may be converted which the conversion occurs, is more than 130% of the Conversion Price of the Notes in effect on each applicable Trading Day. (ii) If, prior to the close of business on the Business Day immediately preceding the Final Maturity Date at Free Convertibility Date, the Conversion Rate Trading Price per $1,000 in effect at the time of such conversion only under the following circumstances: (1) on any Business Day in any fiscal quarter commencing at any time after October 31, 2007, and only during such fiscal quarter, if, as principal amount of the last day of the immediately preceding fiscal quarter, the Closing Price of the Common Stock for at least 20 Trading Days in the period of 30 consecutive Trading Days ending Notes on the last each Trading Day of such preceding fiscal quarter was more than 130% of the applicable Conversion Price on the last day of such preceding fiscal quarter; (2) on any Business Day during the five Business Day period after any five consecutive Trading Day period in which the Trading Price per $1,000 principal amount of Securities, as determined by the Trustee following a request by a Holder in accordance with the procedures described in Section 4.01(b), for each Trading Day of that period was is less than 9598% of the product of (x) the Closing Sale Price of the Common Stock on such day and Trading Day multiplied by (y) the then applicable Conversion Rate per $1,000 principal amount of Securities. (3) if the Company distributes to all holders of Common Stock any rights entitling them to purchasein effect on such Trading Day, a Holder may surrender its Notes for a period expiring within 45 days of such distribution, Common Stock, or securities convertible into Common Stock, at less than, or having a conversion price per share less than, the Closing Price of the Common Stock on the Trading Day immediately preceding the declaration date for such distribution; (4) if the Company distributes to all holders of Common Stock assets, cash, debt securities or rights to purchase the Company’s securities, which distribution has a per share value as determined by the Board of Directors exceeding 15% of the Closing Price per share of Common Stock on the Trading Day immediately preceding the declaration date for such distribution; (5) if a Fundamental Change occurs; or (6) at any time during the period beginning on June 15, 2016 and ending at following 5 consecutive Business Days (the close of business on the Business Day immediately preceding the Final Maturity Date. (b) In connection with clause (1) of Section 4.01(a“Trading Price Condition”), the Company shall determine at the beginning of each fiscal quarter commencing at any time after October 31, 2007 whether the Securities are convertible pursuant to such clause (1) and shall notify the Trustee. In addition, in connection with clause (2) of Section 4.01(a), the Trustee The Bid Solicitation Agent shall have no obligation to determine the Trading Price of the Securities and whether the Securities are convertible pursuant to such clause (2) solicit market bid quotations unless the Company has requested such determination in writing, and the Company shall have no obligation to make such request unless a Holder of the Securities provides the Company and the Trustee with reasonable evidence that the Trading Price per $1,000 principal amount of Securities the Notes on any Trading Day would be less than 9598% of the product of the then-current Conversion Rate multiplied by the Closing Sale Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of Securitieson that date. At such time, the Company shall instruct the Trustee Bid Solicitation Agent to solicit market bid quotations for the Notes from three independent nationally recognized securities dealers that the Company selects. The Company shall determine the Trading Price per $1,000 principal amount of the Securities Notes based upon the market bid quotations received from the Bid Solicitation Agent beginning on the next such Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Securities Notes is greater than 95or equal to 98% of the product of the Closing Sale Price of the Common Stock and the then applicable Conversion Rate Rate. If on any date of determination of the Trading Price (i) the Bid Solicitation Agent cannot reasonably obtain at least one bid for $2,000,000 principal amount of Notes from an independent nationally recognized securities dealer, (ii) if the Company has failed to request the Bid Solicitation Agent to obtain bids when required or (iii) if the Company requested the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent has failed to obtain such bids, then, in each case, the Notes shall be convertible under the Trading Price Condition for the next 5 consecutive Business Days following such date of determination. The Company shall determine the Trading Price of the Notes and whether the Trading Price Condition has been met, and, if so, the Company shall so notify the Holders, the Trustee and the Bid Solicitation Agent. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of the SecuritiesNotes is greater than or equal to 98% of the product of the Closing Sale Price of the Common Stock and the applicable Conversion Rate for such date, the Company shall so notify the Holders, the Trustee and the Bid Solicitation Agent. (iii) If the Company calls all or a portion of the Notes for redemption pursuant to Article 6, Holders may convert their Notes that have been called for redemption at any time after the Redemption Notice Date and prior to the close of business on the second Scheduled Trading Day prior to the Redemption Date, even if such Notes are not otherwise convertible at such time. After such second Scheduled Trading Day, the Holder’s right to convert shall expire unless the Company defaults in the payment of the Redemption Price. Notwithstanding the foregoing, if the Company calls only less than all Outstanding Notes for redemption and a Holder (or a beneficial owner of a beneficial interest in a Global Security) is not able to determine, prior to the close of business on the 29th Scheduled Trading Day immediately preceding the relevant Redemption Date, whether the Notes owned by such Holder (or beneficially owned by such beneficial owner) are subject to redemption (and they are convertible in accordance with the first sentence of this clause (iii)) for any reason, then such Holder (or such beneficial owner) shall be entitled to convert such Notes after the Redemption Notice Date until the second Scheduled Trading Day immediately preceding the Redemption Date, regardless of whether such Notes (or beneficial interest) are subject to redemption. (iv) The Notes shall be convertible prior to the close of business on the Business Day immediately preceding the Free Convertibility Date under the circumstances and during the periods set forth in subsections (b), (c) In and (d) of this Section 5.01. (b) If, prior to the close of business on the Business Day immediately preceding the Free Convertibility Date, the Company elects to issue or distribute, as the case may be, to all or substantially all holders of Common Stock: (i) rights, options or warrants entitling them to subscribe for or purchase, for a distribution contemplated by period expiring within 45 days from the announcement date for such distribution, Common Stock at a price per share that is less than the average of the Closing Sale Prices of Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the announcement date for such issuance; or (ii) cash, debt securities (or other evidence of indebtedness) or other assets or securities (including, for the avoidance of doubt, any rights, options or warrants that are not described in clause (3i) above, but excluding dividends or (4) distributions described in Section 5.06(a)), which distribution has a per share value exceeding 10% of Section 4.01(a)the Closing Sale Price of Common Stock as of the Trading Day immediately preceding the declaration date for such distribution, then, in either case, the Company shall notify Holders and the Trustee either (x) at least 35 days Scheduled Trading Days prior to the exEx-dividend date (defined below) Dividend Date for such distribution or (y) at least 10 Scheduled Trading Days prior to the “Distribution Notice”Ex-Dividend Date for such distribution; provided that, if the Company provides such notice in accordance with this clause (y) but not in accordance with the immediately preceding clause (x), notwithstanding anything to the contrary in Section 5.04 or any other provision of this Indenture, in each case, other than Section 5.04(e), the Company shall be required to settle all conversions of Notes with a Conversion Date occurring during the period from, and including, the date of such notice to, and including, the Ex-Dividend Date for such distribution using Stock Settlement and the Company shall so notify the Holders in such notice. Once the Company has given the Distribution Noticesuch notice, Holders may surrender their Securities Notes for conversion at any time until the earlier of the close of business on the Business Day prior to immediately preceding the exEx-dividend date or Dividend Date and the Company’s announcement that such issuance or distribution will not take place. In the event of a distribution contemplated by clause (3) or (4) of Section 4.01(a), Holders A Holder may not convert the Securities any of its Notes under this subsection (b) if the Company provides that Holders will otherwise participate of the Notes shall participate, at the same time and upon the same terms as holders of Common Stock and as a result of holding the Notes, in such the relevant distribution on an described above without having to convert their Notes as converted basis (assuming for this purpose that the Securities were convertible solely into if they held a number of shares of Common Stock equal to the then applicable Conversion Rate). The “ex-dividend date” is Rate on the first record date upon which a sale of for the Common Stock does not automatically transfer distribution multiplied by the right to receive the relevant distribution from the seller of the Common Stock to its buyer. The Company will provide written notice to the Conversion Agent as soon as reasonably practicable of any anticipated or actual event or transaction that will cause or causes the Securities to become convertible pursuant to clauses principal amount (3) or (4expressed in thousands) of Section 4.01(a)Notes held by such Holder. (dc) In the case of If a transaction or event that constitutes a Fundamental Change, the Company shall provide notice thereof (Change or a “Fundamental Change Conversion Notice”) to the Holders of Securities and the Trustee at least 15 days Make-Whole Adjustment Event occurs prior to date that is anticipated to be the Fundamental Change Effective Date. Holders may surrender Securities for conversion at any time beginning 15 days before the date that is anticipated to be the Fundamental Change Effective Date until the Trading Day prior to the Fundamental Change Purchase Date. (e) The conversion rights pursuant to this Article 4 shall commence on the Issue Date of the Securities and expire at the close of business on the Business Day immediately preceding the Final Maturity Free Convertibility Date, but shall be exercisable only during the time periods specified with respect to each circumstance pursuant to which the Securities become convertible, subject, in the case of conversion of any Global Security, to any Applicable Procedures. (f) Securities in respect of which a Fundamental Change Purchase Notice has been delivered Holder may not be surrendered surrender its Notes for conversion pursuant to this Article 4 prior to a valid withdrawal at any time from and after the effective date of such Fundamental Change Notice, in accordance with the provisions of Article 3. (g) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. (h) The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(i) and Section 4.06. (i) If a Fundamental Change occurs prior to the Final Maturity Date as a result of a transaction described in clauses (1), (2) or (4) of the definition of the term “Change of Control” and a Holder elects to convert its Securities “in connection with” such transaction, the Company shall pay a “Make Whole Premium” by increasing the applicable Conversion Rate for the Securities surrendered for conversion by a number of additional shares of Common Stock as provided in this Section 4.01(i) (the “Additional Shares”). A conversion of Securities shall be deemed for these purposes to be “in connection with” such a transaction if the notice of conversion is received by the Conversion Agent from and including the Fundamental Change Effective Date and prior to event until the close of business on the Business Day prior to immediately preceding the related Fundamental Change Purchase Date or, if there is no such Fundamental Change Purchase Date, the 35th Scheduled Trading Day immediately following the effective date of such transaction or event. The number Company shall give notice to Holders of Additional Shares per $1,000 principal amount the effective date for such transaction or event no later than the fifth Business Day following such effective date. (d) If the Company is a party to a consolidation, merger or binding share exchange or a sale, assignment, conveyance, transfer, lease or other disposition of Securities constituting the Make all or substantially all of its property and assets that does not also constitute a Fundamental Change or a Make-Whole Premium shall be determined by reference Adjustment Event, in each case pursuant to the table below and shall be based on the date on which the Fundamental Change Effective Date occurs and the price (the “Stock Price”) paid, or deemed to be paid, per share of Common Stock in would be converted into cash, securities or other property, a Holder shall have the right to surrender its Notes for conversion at any time from and including the effective date of such transaction to and including the 35th Scheduled Trading Day following the effective date of such transaction. If holders of Common Stock receive only cash in the Fundamental Change transaction, the Stock Price The Company shall be the cash amount paid per share of Common Stock. Otherwise, the Stock Price shall be the average give notice to Holders of the Closing Prices of effective date for such transaction no later than the Common Stock for each of the ten consecutive Trading Days prior to but excluding the Fundamental Change Effective Date. The fifth Business Day following table sets forth the Additional Share amounts, if any, by which the applicable Conversion Rate shall be increased for each Stock Price and Fundamental Change Effective Date. $ 8.34 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 $10.00 21.8766 21.2897 20.6449 19.8041 18.8469 17.7580 16.4333 14.7856 12.5094 9.5064 $12.50 15.5826 14.8177 13.9660 12.9350 11.7602 10.3984 8.7622 6.7336 3.9962 0.0000 $15.00 12.0868 11.3311 10.4818 9.4946 8.3802 7.1105 5.6342 3.9167 1.9054 0.0000 $17.50 9.9104 9.2110 8.4281 7.5334 6.5477 5.4371 4.1977 2.8207 1.3825 0.0000 $20.00 8.4308 7.7856 7.0887 6.2911 5.4288 4.4651 3.4377 2.3249 1.1744 0.0000 $25.00 6.5854 6.0598 5.4850 4.8526 4.1729 3.4359 2.6467 1.8100 0.9347 0.0000 $30.00 5.4437 4.9992 4.5222 3.9964 3.4373 2.8328 2.1884 1.5032 0.7793 0.0000 $35.00 4.6491 4.2678 3.8594 3.4101 2.9349 2.4213 1.8724 1.2880 0.6680 0.0000 $40.00 4.0637 3.7293 3.3731 2.9793 2.5658 2.1168 1.6380 1.1265 0.5845 0.0000 $45.00 3.6121 3.3143 2.9986 2.6475 2.2810 1.8811 1.4556 1.0009 0.5193 0.0000 $50.00 3.2543 2.9856 2.7000 2.3837 2.0519 1.6928 1.3104 0.9007 0.4675 0.0000 $75.00 2.1801 2.0000 1.8081 1.5949 1.3715 1.1273 0.8705 0.5970 0.3082 0.0000 $ 100.00 1.6449 1.5061 1.3618 1.1995 1.0310 0.8469 0.6498 0.4427 0.2238 0.0000 If the actual Stock Price or Fundamental Change Effective Date is not set forth in the table above, then: (i) if the actual Stock Price on the Fundamental Change Effective Date is between two Stock Price amounts in the table or the actual Fundamental Change Effective Date is between two Fundamental Change Effective Dates in the table, the Additional Share amounts will be determined by a straight-line interpolation between the Additional Share amounts set forth for the higher and lower Stock Prices and the two Fundamental Change Effective Dates on the table based on a 365-day year; (ii) if the actual Stock Price on the Fundamental Change Effective Date exceeds $100.00 per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall be made; and (iii) if the actual Stock Price on the Fundamental Change Effective Date is less than $8.34 per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall be made. The Stock Prices set forth in the first column of the table above will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted pursuant to Section 4.06 hereof. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Share amounts set forth in the table above will be adjusted in the same manner as the Conversion Rate as set forth in Section 4.06 hereof. Notwithstanding the foregoing, in no event shall the Conversion Rate exceed 119.9040 shares per $1,000 principal amount of Securities, subject to adjustment in the same manner as the Conversion Rate as set forth in subsections (a) through (c) of Section 4.06 hereofeffective date.

Conversion Privilege and Conversion Rate. (a) Any Subject to the obligation and the right of the Company to pay some or all of the conversion consideration in cash in accordance with Section 4.13, and upon compliance with the provisions of this Article 4, at the option of the Holder thereof, any Security or portion thereof that is an integral multiple of $1,000 principal amount may be converted by into fully paid and nonassessable shares (calculated as to each conversion to the Holder thereof in accordance with the provisions nearest 1/10,000th of this Article 4. Upon conversion, Holders shall be entitled to receive the amount of cash and, if applicable, shares a share) of Common Stock determined in the manner provided in Section 4.12. Securities may be converted prior to the close of business on the Business Day immediately preceding the Final Maturity Date or such earlier date set forth in this Article 4, unless previously purchased by the Company pursuant to Section 3.01, at the Conversion Rate in effect at such time, determined as hereinafter provided, and subject to the time of such conversion adjustments described below, only under the following circumstances: (1) on during any Business Day in any fiscal calendar quarter commencing at any time after October March 31, 20072008, and only during such fiscal calendar quarter, if, as of the last day of the immediately preceding fiscal calendar quarter, the Closing Price per share of the Common Stock for at least 20 Trading Days in the period of the 30 consecutive Trading Days ending on the last Trading Day of such preceding fiscal calendar quarter was more than 130% of the applicable Conversion Price on the last day of such preceding fiscal quarter; (2) on any Business Day during the five Business Day period after any five consecutive Trading Day period in which the Trading Price per $1,000 principal amount of Securities, as determined by the Trustee following a request by a Holder in accordance with the procedures described in Section 4.01(b), for each Trading Day of that period was less than 95% of the product of the Closing Price of the Common Stock on such day and the then applicable Conversion Rate per $1,000 principal amount of Securities. (3) if the Company distributes to all holders of Common Stock any rights entitling them to purchase, for a period expiring within 45 days of such distribution, Common Stock, or securities convertible into Common Stock, at less than, or having a conversion price Conversion Price per share less than, the then current Closing Price per share of the Common Stock on the Trading Day immediately preceding the declaration date for such distributionStock; (43) if the Company distributes to all holders of Common Stock assets, cash, debt securities or rights to purchase the Company’s securities, which distribution has a per share value as determined by the Board of Directors exceeding 1515.0% of the Closing Price per share of the Common Stock on the Trading Day immediately preceding the declaration date for such distribution; (4) if the Company is a party to any transaction or event (including, but not limited to, any consolidation, merger or binding share exchange, other than changes resulting from a subdivision or combination) pursuant to which all or substantially all shares of the Common Stock would be converted into cash, securities or other property; (5) if a Fundamental Change occurs; or; (6) at any time during the period beginning on June September 15, 2016 2012 and ending at the close of business on the Business Day immediately preceding the Final Maturity Date.; or (b7) In connection with clause (1) of Section 4.01(a), on any Business Day during the Company shall determine at the beginning of each fiscal quarter commencing at five Business Day period after any time after October 31, 2007 whether the Securities are convertible pursuant to such clause (1) and shall notify the Trustee. In addition, five consecutive Trading Day period in connection with clause (2) of Section 4.01(a), the Trustee shall have no obligation to determine the Trading Price of the Securities and whether the Securities are convertible pursuant to such clause (2) unless the Company has requested such determination and the Company shall have no obligation to make such request unless a Holder of the Securities provides the Company with reasonable evidence that which the Trading Price per $1,000 principal amount of Securities would be Securities, as determined following a request by a Holder in accordance with the procedures described in Section 4.01(e)(ii), for each day of that period was less than 9598% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of Securities. At such time, the Company shall instruct the Trustee to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Securities is greater than 95% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of the Securities. (cb) In the case of a distribution contemplated by clause clauses (2) and (3) or (4) of Section 4.01(a), the Company shall notify Holders and the Trustee at least 35 20 days prior to the ex-dividend date (defined below) for such distribution (the “Distribution Notice”); provided that if the Company distributes rights pursuant to a stockholder rights agreement, it shall give the Distribution Notice on the first Business Day immediately after the Company is required to give notice generally to its stockholders pursuant to such stockholder rights agreement if such date is less than 20 days prior to the date of such distribution. Once the Company has given the Distribution Notice, Holders may surrender their Securities for conversion at any time until the earlier of the close of business on the last Business Day prior to preceding the ex-dividend date or the Company’s announcement that such distribution will not take place. In the event of a distribution contemplated by clause clauses (2) and (3) or (4) of Section 4.01(a), Holders may not convert the Securities if the Holders will otherwise participate in such distribution on an as converted basis (assuming for this purpose that the Securities were convertible solely into a number of shares of Common Stock equal to the then applicable Conversion Rate)distribution. The “ex-dividend date” is the first date upon which a sale of the Common Stock does not automatically transfer the right to receive the relevant distribution from the seller of the Common Stock to its buyer. The Company will provide written notice to the Conversion Agent as soon as reasonably practicable of any anticipated or actual event or transaction that will cause or causes the Securities to become convertible pursuant to clauses (2) or (3) or of Section 4.01(a). (c) In the case of a transaction contemplated by clause (4) of Section 4.01(a) (regardless of whether the transaction constitutes a Fundamental Change), the Company will notify Holders and the Trustee as promptly as practicable following the date the Company publicly announces such transaction (but in no event less than 15 days prior to the anticipated effective date of such transaction, or, if such transaction also constitutes a Fundamental Change, no later than the date the Issuer Fundamental Change Notice is provided). Holders may surrender Securities for conversion at any time from and after the date which is 15 days prior to the anticipated effective date of such transaction until the earlier of the date which is 15 days after the actual effective date of such transaction or the date of the Company’s announcement that such transaction will not take place. (d) In the case of a Fundamental Change, the Company shall provide notice thereof (a “Fundamental Change Conversion Notice”) to notify the Holders of Securities and the Trustee at least 15 days prior to the anticipated effective date of any Fundamental Change that the Company knows or reasonably should know will occur (a “Fundamental Change Conversion Notice”). If the Company does not know, or should not reasonably know, that a Fundamental Change will occur until the date that is within 15 days before the anticipated to be effective date of such Fundamental Change, the Company shall deliver a Fundamental Change Effective DateConversion Notice to the Holders and the Trustee promptly after the Company has knowledge of such Fundamental Change. Holders may surrender Securities for conversion at any time beginning 15 days before the anticipated effective date that is anticipated to be the of a Fundamental Change Effective Date and until the Trading Day prior to immediately preceding the Fundamental Change Purchase DateDate (unless the Company shall fail to make the Fundamental Change Purchase Price payment when due in accordance with Article 3, in which case the conversion right shall terminate at the close of business on the date such failure is cured and such Security is purchased). (ei) For each calendar quarter of the Company, beginning with the calendar quarter ending March 31, 2008, the Conversion Agent, on behalf of the Company, will determine, on the first Business Day following the last Trading Day of such calendar quarter, whether the Securities are convertible pursuant to clause (1) of Section 4.01(a), and, if so, will notify the Trustee (to the extent the Trustee is not also serving as the Conversion Agent) and the Company in writing. (ii) The Trustee shall have no obligation to determine the Trading Price of the Securities and whether the Securities are convertible pursuant to clause (7) of Section 4.01(a) unless the Company has requested such determination; and the Company shall have no obligation to make such request unless a Holder of the Securities provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 98% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of Securities. At such time, the Company shall instruct the Trustee to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Securities is greater than 98% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of the Securities. (f) The conversion rights pursuant to this Article 4 shall commence on the Issue Date of the Securities and expire at the close of business on the Business Day immediately preceding the Final Maturity Date, but shall be exercisable only during the time periods specified with respect to each circumstance pursuant to which the Securities become convertible, subject, in the case of conversion of any Global Security, to any Applicable Procedures. (f) . If a Security is convertible as a result of a Fundamental Change, such conversion right shall commence and terminate as set forth in Section 4.01(d). Securities in respect of which a Fundamental Change Purchase Notice has been delivered delivered, if convertible pursuant to this Article 4, may not be surrendered for conversion pursuant to this Article 4 prior to a valid withdrawal of such Fundamental Change Notice, in accordance with the provisions of Article 3. (g) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. (h) A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities into Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4. (i) The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(i4.01(j) and Section 4.06. (ij) If a Fundamental Change occurs on or prior to the Final Maturity Date as a result of Date, there shall have occurred a transaction described in clauses (1), (2) or (4) of the definition of the term “a Change of Control” , and a Holder elects to convert its Securities “in connection with” such Change of Control transaction, the Company shall pay a “Make Whole Premium” by increasing the applicable Conversion Rate for the Securities surrendered for conversion by a number of additional shares of Common Stock as provided in this Section 4.01(i) below (the “Additional Shares”). A conversion of Securities shall be deemed for these purposes to be “in connection with” such a transaction if the notice of conversion is received by the Conversion Agent from and including the Fundamental Change Effective Date and prior to the close of business on the Business Day prior to the Fundamental Change Purchase Date. The number of Additional Shares per $1,000 principal amount of Securities constituting the Make Whole Premium shall be determined by reference to the table below and shall be below, based on the date on which the Fundamental Change Effective Date occurs of such Change of Control and the price (the “Stock Price”) paid, or deemed to be paid, per share of Common Stock in such transaction. If holders of Common Stock receive only cash in ; provided that if the Fundamental Change transaction, the Stock Price shall be the cash amount paid per share of Common Stock. Otherwise, the Stock Price shall be the average of the Closing Prices of the Common Stock for each of the ten consecutive Trading Days prior to but excluding the Fundamental Change Effective Date. The following table sets forth the Additional Share amounts, if any, by which the applicable Conversion Rate shall be increased for each Stock Price and Fundamental Change Effective Date. $ 8.34 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 $10.00 21.8766 21.2897 20.6449 19.8041 18.8469 17.7580 16.4333 14.7856 12.5094 9.5064 $12.50 15.5826 14.8177 13.9660 12.9350 11.7602 10.3984 8.7622 6.7336 3.9962 0.0000 $15.00 12.0868 11.3311 10.4818 9.4946 8.3802 7.1105 5.6342 3.9167 1.9054 0.0000 $17.50 9.9104 9.2110 8.4281 7.5334 6.5477 5.4371 4.1977 2.8207 1.3825 0.0000 $20.00 8.4308 7.7856 7.0887 6.2911 5.4288 4.4651 3.4377 2.3249 1.1744 0.0000 $25.00 6.5854 6.0598 5.4850 4.8526 4.1729 3.4359 2.6467 1.8100 0.9347 0.0000 $30.00 5.4437 4.9992 4.5222 3.9964 3.4373 2.8328 2.1884 1.5032 0.7793 0.0000 $35.00 4.6491 4.2678 3.8594 3.4101 2.9349 2.4213 1.8724 1.2880 0.6680 0.0000 $40.00 4.0637 3.7293 3.3731 2.9793 2.5658 2.1168 1.6380 1.1265 0.5845 0.0000 $45.00 3.6121 3.3143 2.9986 2.6475 2.2810 1.8811 1.4556 1.0009 0.5193 0.0000 $50.00 3.2543 2.9856 2.7000 2.3837 2.0519 1.6928 1.3104 0.9007 0.4675 0.0000 $75.00 2.1801 2.0000 1.8081 1.5949 1.3715 1.1273 0.8705 0.5970 0.3082 0.0000 $ 100.00 1.6449 1.5061 1.3618 1.1995 1.0310 0.8469 0.6498 0.4427 0.2238 0.0000 If the actual Stock Price or Fundamental Change Effective Date is are not set forth in on the table above, then: table: (i) if the actual Stock Price on the Fundamental Change Effective Date is between two Stock Price amounts in Prices on the table or the actual Fundamental Change Effective Date is between two Fundamental Change Effective Dates in on the table, the Additional Share amounts Make Whole Premium will be determined by a straight-line interpolation between the Additional Share amounts Make Whole Premiums set forth for the higher and lower Stock Prices and the two Fundamental Change Effective Dates on the table based on a 365-day year; , as applicable, (ii) if the actual Stock Price on the Fundamental Change Effective Date exceeds $100.00 210.00 per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall Make Whole Premium will be made; and paid, and (iii) if the actual Stock Price on the Fundamental Change Effective Date is less than $8.34 65.83 per share of Common Stock, subject to adjustment as set forth herein, no adjustment Make Whole Premium will be paid. If Holders of Common Stock receive only cash in the Change of Control transaction, the Stock Price shall be the cash amount paid per share of Common Stock in connection with the Change of Control transaction. Otherwise, the Stock Price shall be equal to the Conversion Rate shall be madeaverage Closing Price of Common Stock over the 10 consecutive Trading Day period ending on the Trading Day immediately preceding, and excluding, the applicable Fundamental Change Effective Date. The Stock Prices set forth in the first column of the table above will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted other than an adjustment pursuant to Section 4.06 hereofthe Make Whole Premium described above. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Share amounts Shares set forth in the table above will be adjusted in the same manner as the Conversion Rate as set forth in Section 4.06 hereof, other than as a result of an adjustment to the Conversion Rate by adding the Make Whole Premium as described above. Notwithstanding the foregoing, in no event shall will the Conversion Rate total number of shares of Common Stock issuable upon conversion of a Security exceed 119.9040 15.1906 shares per $1,000 principal amount of Securities, subject to proportional adjustment in the same manner as the Conversion Rate as set forth in subsections clauses (a1) through (c4) of Section 4.06 4.06(a) hereof. (k) By delivering the amount of cash and/or the number of shares of Common Stock issuable on conversion to the Trustee, the Company will be deemed to have satisfied its obligation to pay the principal amount of the Securities so converted and its obligation to pay accrued and unpaid interest (including Additional Interest, if any) attributable to the period from the most recent Interest Payment Date through the Conversion Date (which amount will be deemed paid in full rather than cancelled, extinguished or forfeited). (l) Notwithstanding anything else contained herein, the Securities shall not become subject to conversion by reason of a merger, consolidation, or other transaction effected with one of the Company’s direct or indirect Subsidiaries for the purpose of changing the Company’s state of incorporation to any other state within the United States or the District of Columbia.

Conversion Privilege and Conversion Rate. (a) Any Subject to and upon compliance with the provisions of this Article XV, at the option of the Holder thereof, any Security or portion thereof that is an integral multiple of $1,000 principal amount may be converted by into fully paid and nonassessable shares (calculated as to each conversion to the Holder thereof in accordance with the provisions nearest 1/100th of this Article 4. Upon conversion, Holders shall be entitled to receive the amount of cash and, if applicable, shares a share) of Common Stock determined in the manner provided in Section 4.12. Securities may be converted prior to the close of business on the Business Day immediately preceding the Final Maturity Date at the Conversion Rate Rate, determined as hereinafter provided, in effect at the time of such conversion only under and subject to the following circumstancesadjustments described below, as follows: (1) on any Business Day in any fiscal quarter commencing at any time after October 31, 2007, and only during such fiscal quarter, if, as of the last day of the immediately preceding fiscal quarteron or prior to October 15, 2022, the Closing Price of the Common Stock for at least 20 Trading Days in the period of the 30 consecutive Trading Days ending on the last Trading Day of such preceding any fiscal quarter was is more than 130125% of the applicable then current Conversion Price on of the last day of Securities, then the Holder thereof will be entitled to convert such preceding Security during the immediately following fiscal quarter; (2) if, on any Business Day during the five Business Day period date after any five consecutive Trading Day period in which the Trading Price per $1,000 principal amount of SecuritiesOctober 15, as determined by the Trustee following a request by a Holder in accordance with the procedures described in Section 4.01(b)2022, for each Trading Day of that period was less than 95% of the product of the Closing Price of the Common Stock on such day and is more than 125% of the then applicable current Conversion Rate per $1,000 principal amount Price of the Securities., then the Holder thereof will be entitled to convert such Security at all times thereafter (3) if the Company elects to call the Securities for redemption on or after October 20, 2010, then the Holder thereof will be entitled to convert such Security (or the portion of the Security called for redemption, if less than all), until the close of business on the Trading Day prior to the Redemption Date; (4) if Holdings distributes to all or substantially all holders of Common Stock any rights rights, options or warrants entitling them to purchase, for a period expiring within 45 days of such distribution, purchase Common Stock, or securities convertible into Common Stock, Stock at less than, or having a conversion price per share less than, than the Closing Price of the Common Stock on the Trading Day immediately last day preceding the declaration date for such distribution, except with respect to any existing or future Rights Plan, then the Holder thereof will be entitled to convert such Security in the period described below; (45) if the Company Holdings distributes to all or substantially all holders of Common Stock cash, assets, cash, debt securities or rights to purchase the Company’s securitiescapital stock, which distribution has a per share value as determined by the Board of Directors of Holdings exceeding 155% of the Closing Price per share of Common Stock on the Trading Day immediately preceding the declaration date for such distribution; (5) if a Fundamental Change occurs; or (6) at any time during the period beginning on June 15, 2016 and ending at the close of business on the Business Day immediately preceding the Final Maturity Date. (b) In connection with clause (1) of Section 4.01(a), the Company shall determine at the beginning of each fiscal quarter commencing at any time after October 31, 2007 whether the Securities are convertible pursuant to such clause (1) and shall notify the Trustee. In addition, in connection with clause (2) of Section 4.01(a), the Trustee shall have no obligation to determine the Trading Price of the Securities and whether the Securities are convertible pursuant to such clause (2) unless the Company has requested such determination and the Company shall have no obligation to make such request unless a Holder of the Securities provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 95% of the product of the Closing Price of the Common Stock and on the last day preceding the declaration for such distribution, then applicable Conversion Rate per $1,000 principal amount of Securities. At the Holder thereof will be entitled to convert such time, Security in the period described below; or (6) if the Company shall instruct or Holdings becomes a party to a consolidation, merger or sale of all or substantially all of its assets where such consolidation, merger or sale of all or substantially all assets constitutes a Fundamental Change or such an event occurs that would have been a Fundamental Change but for the Trustee exceptions (a) and (b) to determine the Trading Price definition of “Fundamental Change” set forth in the Securities beginning on second paragraph of such definition, then the next Trading Day and on each successive Trading Day until Holder thereof will be entitled to convert such Security in the Trading Price per $1,000 principal amount of the Securities is greater than 95% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of the Securities. (c) period described below. In the case of a distribution contemplated by clause (3) or in clauses (4) and (5) of this Section 4.01(a15.01(a), the Company shall will notify Holders and the Trustee at least 35 20 days prior to the ex-dividend date (defined below) for such distribution (the “Distribution Notice”). Once the Company has given the Distribution Notice, Holders may surrender their Securities for conversion at any time until the earlier of the close of business on the last Business Day prior to preceding the ex-dividend date or the Company’s announcement that such distribution will not take place. In If in the future Holdings adopts another Rights Plan, or if Holdings amends or issues additional Rights under its Rights Plan in existence on the Issue Date, Holders will not have any conversion right pursuant to clause (4) above or otherwise, solely as a result of the issuance of Rights pursuant to any such Rights Plan. Notwithstanding the foregoing, in the event of a distribution contemplated by clause (3) or in clauses (4) and (5) of this Section 4.01(a15.01(a), Holders may not convert the Securities if the Holders will otherwise may participate in such distribution on an as converted basis (assuming for this purpose that without converting their Securities. In the Securities were convertible solely into event of a number of shares of Common Stock equal to the then applicable Conversion Rate). The “ex-dividend date” is the first date upon which a consolidation, merger or sale of the Common Stock does not automatically transfer the right to receive the relevant distribution from the seller all or substantially all of the Common Stock to its buyer. The Company will provide written notice to the Conversion Agent Company’s or Holdings’ assets as soon as reasonably practicable of any anticipated or actual event or transaction that will cause or causes the Securities to become convertible pursuant to clauses contemplated in clause (3) or (46) of this Section 4.01(a15.01(a). (d) In the case of a Fundamental Change, the Company shall provide notice thereof (a “Fundamental Change Conversion Notice”) to the will notify Holders of Securities and the Trustee at least 15 20 days prior to the anticipated closing date that is anticipated to be of such transaction (the Fundamental Change Effective Date“Merger Notice”). Once the Company has given the Merger Notice, the Holders may may, in the event of such consolidation, merger or sale of all or substantially all of the Company’s or Holdings’ assets, as contemplated in clause (6) above, surrender Securities for conversion at any time beginning from and after the date which is 15 days before the date that is anticipated to be the Fundamental Change Effective Date until the Trading Day prior to the Fundamental Change Purchase Dateanticipated effective date of such transaction until the date which is 15 days after the actual effective date of such transaction. With respect to clause (1) of this Section 15.01(a), the Conversion Agent will determine, on behalf of the Company, on the last Trading Day succeeding the first day of the fiscal quarter in which the Securities would be convertible, whether the Securities are convertible as set forth in such clause (1) based upon the Closing Price of the Common Stock and the then current Conversion Price and, if so, will notify the Company. (eb) The conversion rights pursuant Subject to the further provisions of this Article 4 shall commence XV, a Holder of a Security may also convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) for the five Business Day period after any five consecutive Trading Day period in which the average of the Trading Prices for the Securities for such five Trading Day period was less than 95% of the average Conversion Value for the Securities during such period; provided, however, that if on the Issue Date Conversion Date, the Closing Price of shares of Common Stock is greater than the then current Conversion Price of the Securities and expire at less than or equal to 125% of the close then current Conversion Price of business on the Business Day immediately preceding the Final Maturity DateSecurities, but shall be exercisable only during the time periods specified with respect to each circumstance pursuant to which a Holder surrenders its Securities for conversion and the Securities become are not otherwise convertible, subjectthen such Holder will receive, in the case of conversion of any Global Security, to any Applicable Procedures. (f) Securities in respect of which a Fundamental Change Purchase Notice has been delivered may not be surrendered for conversion pursuant to this Article 4 prior to a valid withdrawal of such Fundamental Change Notice, in accordance with the provisions of Article 3. (g) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. (h) The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(i) and Section 4.06. (i) If at the Company’s option for a Fundamental Change occurs prior Conversion Date on or before October 19, 2010, cash or Common Stock with a value equal to the Final Maturity principal amount of such Holder’s Securities on such Conversion Date as a result of a transaction described in clauses (1), (2) or (4ii) for a Conversion Date on or after October 20, 2010, cash equal to the principal amount of such Holder’s Securities on such Conversion Date and for such conversion the Company will not have the option to pay in Common Stock. If the Company elects to pay the Holder in Common Stock, the Common Stock will be valued at 100% of the definition of the term “Change of Control” and a Holder elects to convert its Securities “in connection with” such transaction, the Company shall pay a “Make Whole Premium” by increasing the applicable Conversion Rate for the Securities surrendered for conversion by a number of additional shares average Closing Price of Common Stock as provided in this Section 4.01(i) (for the “Additional Shares”). A conversion of Securities shall be deemed for these purposes to be “in connection with” such a transaction if five Trading Days ending on the notice of conversion is received by third Trading Day preceding the Conversion Agent from and including the Fundamental Change Effective Date and prior to the close of business on the Business Day prior to the Fundamental Change Purchase Date. The number of Additional Shares per $1,000 principal amount of Securities constituting the Make Whole Premium shall be determined by reference to the table below and shall be based on the date on which the Fundamental Change Effective Date occurs and the price (the “Stock Price”) paid, or deemed to be paid, per share of Common Stock in such transaction. If holders of Common Stock receive only cash in the Fundamental Change transaction, the Stock Price shall be the cash amount paid per share of Common Stock. Otherwise, the Stock Price shall be the average of the Closing Prices of the Common Stock for each of the ten consecutive Trading Days prior to but excluding the Fundamental Change Effective Date. The following table sets forth the Additional Share amounts, if any, by which the applicable Conversion Rate shall be increased for each Stock Price and Fundamental Change Effective Date. $ 8.34 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 $10.00 21.8766 21.2897 20.6449 19.8041 18.8469 17.7580 16.4333 14.7856 12.5094 9.5064 $12.50 15.5826 14.8177 13.9660 12.9350 11.7602 10.3984 8.7622 6.7336 3.9962 0.0000 $15.00 12.0868 11.3311 10.4818 9.4946 8.3802 7.1105 5.6342 3.9167 1.9054 0.0000 $17.50 9.9104 9.2110 8.4281 7.5334 6.5477 5.4371 4.1977 2.8207 1.3825 0.0000 $20.00 8.4308 7.7856 7.0887 6.2911 5.4288 4.4651 3.4377 2.3249 1.1744 0.0000 $25.00 6.5854 6.0598 5.4850 4.8526 4.1729 3.4359 2.6467 1.8100 0.9347 0.0000 $30.00 5.4437 4.9992 4.5222 3.9964 3.4373 2.8328 2.1884 1.5032 0.7793 0.0000 $35.00 4.6491 4.2678 3.8594 3.4101 2.9349 2.4213 1.8724 1.2880 0.6680 0.0000 $40.00 4.0637 3.7293 3.3731 2.9793 2.5658 2.1168 1.6380 1.1265 0.5845 0.0000 $45.00 3.6121 3.3143 2.9986 2.6475 2.2810 1.8811 1.4556 1.0009 0.5193 0.0000 $50.00 3.2543 2.9856 2.7000 2.3837 2.0519 1.6928 1.3104 0.9007 0.4675 0.0000 $75.00 2.1801 2.0000 1.8081 1.5949 1.3715 1.1273 0.8705 0.5970 0.3082 0.0000 $ 100.00 1.6449 1.5061 1.3618 1.1995 1.0310 0.8469 0.6498 0.4427 0.2238 0.0000 If the actual Stock Price or Fundamental Change Effective Date is not set forth in the table above, then: (i) if the actual Stock Price on the Fundamental Change Effective Date is between two Stock Price amounts in the table or the actual Fundamental Change Effective Date is between two Fundamental Change Effective Dates in the table, the Additional Share amounts will be determined by a straight-line interpolation between the Additional Share amounts set forth for the higher and lower Stock Prices and the two Fundamental Change Effective Dates on the table based on a 365-day year; (ii) if the actual Stock Price on the Fundamental Change Effective Date exceeds $100.00 per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall be made; and (iii) if the actual Stock Price on the Fundamental Change Effective Date is less than $8.34 per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall be made. The Stock Prices set forth in the first column of the table above will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted pursuant to Section 4.06 hereof. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Share amounts set forth in the table above will be adjusted in the same manner as the Conversion Rate as set forth in Section 4.06 hereof. Notwithstanding the foregoing, in no event shall the Conversion Rate exceed 119.9040 shares per $1,000 principal amount of Securities, subject to adjustment in the same manner as the Conversion Rate as set forth in subsections (a) through (c) of Section 4.06 hereof.

Conversion Privilege and Conversion Rate. (a) Any Subject to the obligation and the right of the Company to pay some or all of the conversion consideration in cash in accordance with Section 4.13, and upon compliance with the provisions of this Article 4, at the option of the Holder thereof, any Security or portion thereof that is an integral multiple of $1,000 principal amount may be converted by into fully paid and nonassessable shares (calculated as to each conversion to the Holder thereof in accordance with the provisions nearest 1/10,000th of this Article 4. Upon conversion, Holders shall be entitled to receive the amount of cash and, if applicable, shares a share) of Common Stock determined in the manner provided in Section 4.12. Securities may be converted prior to the close of business on the Business Day immediately preceding the Final Maturity Date or such earlier date set forth in this Article 4, unless previously purchased by the Company pursuant to Section 3.01, at the Conversion Rate in effect at such time, determined as hereinafter provided, and subject to the time of such conversion adjustments described below, only under the following circumstances: (1) on during any Business Day in any fiscal calendar quarter commencing at any time after October March 31, 2007, and only during such fiscal calendar quarter, if, as of the last day of the immediately preceding fiscal calendar quarter, the Closing Price per share of the Common Stock for at least 20 Trading Days in the period of the 30 consecutive Trading Days ending on the last Trading Day of such preceding fiscal calendar quarter was more than 130% of the applicable Conversion Price on the last day of such preceding fiscal quarter; (2) on any Business Day during the five Business Day period after any five consecutive Trading Day period in which the Trading Price per $1,000 principal amount of Securities, as determined by the Trustee following a request by a Holder in accordance with the procedures described in Section 4.01(b), for each Trading Day of that period was less than 95% of the product of the Closing Price of the Common Stock on such day and the then applicable Conversion Rate per $1,000 principal amount of Securities. (3) if the Company distributes to all holders of Common Stock any rights entitling them to purchase, for a period expiring within 45 days of such distribution, Common Stock, or securities convertible into Common Stock, at less than, or having a conversion price Conversion Price per share less than, the then current Closing Price per share of the Common Stock on the Trading Day immediately preceding the declaration date for such distributionStock; (43) if the Company distributes to all holders of Common Stock assets, cash, debt securities or rights to purchase the Company’s securities, which distribution has a per share value as determined by the Board of Directors exceeding 1515.0% of the Closing Price per share of the Common Stock on the Trading Day immediately preceding the declaration date for such distribution; (4) if the Company is a party to any transaction or event (including, but not limited to, any consolidation, merger or binding share exchange, other than changes resulting from a subdivision or combination) pursuant to which all or substantially all shares of the Common Stock would be converted into cash, securities or other property; (5) if a Fundamental Change occurs; or; (6) at any time during the period beginning on June October 15, 2016 2013 and ending at the close of business on the Business Day immediately preceding the Final Maturity Date.; or (b7) In connection with clause (1) of Section 4.01(a), on any Business Day during the Company shall determine at the beginning of each fiscal quarter commencing at five Business Day period after any time after October 31, 2007 whether the Securities are convertible pursuant to such clause (1) and shall notify the Trustee. In addition, five consecutive Trading Day period in connection with clause (2) of Section 4.01(a), the Trustee shall have no obligation to determine the Trading Price of the Securities and whether the Securities are convertible pursuant to such clause (2) unless the Company has requested such determination and the Company shall have no obligation to make such request unless a Holder of the Securities provides the Company with reasonable evidence that which the Trading Price per $1,000 principal amount of Securities would be Securities, as determined following a request by a Holder in accordance with the procedures described in Section 4.01(e)(ii), for each day of that period was less than 9598% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of Securities. At such time, the Company shall instruct the Trustee to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Securities is greater than 95% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of the Securities. (cb) In the case of a distribution contemplated by clause clauses (2) and (3) or (4) of Section 4.01(a), the Company shall notify Holders and the Trustee at least 35 20 days prior to the ex-dividend date (defined below) for such distribution (the “Distribution Notice”); provided that if the Company distributes rights pursuant to a stockholder rights agreement, it shall give the Distribution Notice on the first Business Day immediately after the Company is required to give notice generally to its stockholders pursuant to such stockholder rights agreement if such date is less than 20 days prior to the date of such distribution. Once the Company has given the Distribution Notice, Holders may surrender their Securities for conversion at any time until the earlier of the close of business on the last Business Day prior to preceding the ex-dividend date or the Company’s announcement that such distribution will not take place. In the event of a distribution contemplated by clause clauses (2) and (3) or (4) of Section 4.01(a), Holders may not convert the Securities if the Holders will otherwise participate in such distribution on an as converted basis (assuming for this purpose that the Securities were convertible solely into a number of shares of Common Stock equal to the then applicable Conversion Rate)distribution. The “ex-dividend date” is the first date upon which a sale of the Common Stock does not automatically transfer the right to receive the relevant distribution from the seller of the Common Stock to its buyer. The Company will provide written notice to the Conversion Agent as soon as reasonably practicable of any anticipated or actual event or transaction that will cause or causes the Securities to become convertible pursuant to clauses (2) or (3) or of Section 4.01(a). (c) In the case of a transaction contemplated by clause (4) of Section 4.01(a) (regardless of whether the transaction constitutes a Fundamental Change), the Company will notify Holders and the Trustee as promptly as practicable following the date the Company publicly announces such transaction (but in no event less than 15 days prior to the anticipated effective date of such transaction, or, if such transaction also constitutes a Fundamental Change, no later than the date the Issuer Fundamental Change Notice is provided). Holders may surrender Securities for conversion at any time from and after the date which is 15 days prior to the anticipated effective date of such transaction until the earlier of the date which is 15 days after the actual effective date of such transaction or the date of the Company’s announcement that such transaction will not take place. (d) In the case of a Fundamental Change, the Company shall provide notice thereof (a “Fundamental Change Conversion Notice”) to notify the Holders of Securities and the Trustee at least 15 days prior to the anticipated effective date of any Fundamental Change that the Company knows or reasonably should know will occur (a “Fundamental Change Conversion Notice”). If the Company does not know, or should not reasonably know, that a Fundamental Change will occur until the date that is within 15 days before the anticipated to be effective date of such Fundamental Change, the Company shall deliver a Fundamental Change Effective DateConversion Notice to the Holders and the Trustee promptly after the Company has knowledge of such Fundamental Change. Holders may surrender Securities for conversion at any time beginning 15 days before the anticipated effective date that is anticipated to be the of a Fundamental Change Effective Date and until the Trading Day prior to immediately preceding the Fundamental Change Purchase DateDate (unless the Company shall fail to make the Fundamental Change Purchase Price payment when due in accordance with Article 3, in which case the conversion right shall terminate at the close of business on the date such failure is cured and such Security is purchased). (ei) For each calendar quarter of the Company, beginning with the calendar quarter ending March 31, 2007, the Conversion Agent, on behalf of the Company, will determine, on the first Business Day following the last Trading Day of such calendar quarter, whether the Securities are convertible pursuant to clause (1) of Section 4.01(a), and, if so, will notify the Trustee (to the extent the Trustee is not also serving as the Conversion Agent) and the Company in writing. (ii) The Trustee shall have no obligation to determine the Trading Price of the Securities and whether the Securities are convertible pursuant to clause (7) of Section 4.01(a) unless the Company has requested such determination; and the Company shall have no obligation to make such request unless a Holder of the Securities provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 98% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of Securities. At such time, the Company shall instruct the Trustee to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Securities is greater than 98% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of the Securities. (f) The conversion rights pursuant to this Article 4 shall commence on the Issue Date of the Securities and expire at the close of business on the Business Day immediately preceding the Final Maturity Date, but shall be exercisable only during the time periods specified with respect to each circumstance pursuant to which the Securities become convertible, subject, in the case of conversion of any Global Security, to any Applicable Procedures. (f) . If a Security is convertible as a result of a Fundamental Change, such conversion right shall commence and terminate as set forth in Section 4.01(d). Securities in respect of which a Fundamental Change Purchase Notice has been delivered delivered, if convertible pursuant to this Article 4, may not be surrendered for conversion pursuant to this Article 4 prior to a valid withdrawal of such Fundamental Change Notice, in accordance with the provisions of Article 3. (g) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. (h) A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities into Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4. (i) The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(i4.01(j) and Section 4.06. (ij) If a Fundamental Change occurs on or prior to the Final Maturity Date as a result of Date, there shall have occurred a transaction described in clauses (1), (2) or (4) of the definition of the term “a Change of Control” , and a Holder elects to convert its Securities “in connection with” such Change of Control transaction, the Company shall pay a “Make Whole Premium” by increasing the applicable Conversion Rate for the Securities surrendered for conversion by a number of additional shares of Common Stock as provided in this Section 4.01(i) below (the “Additional Shares”). A conversion of Securities shall be deemed for these purposes to be “in connection with” such a transaction if the notice of conversion is received by the Conversion Agent from and including the Fundamental Change Effective Date and prior to the close of business on the Business Day prior to the Fundamental Change Purchase Date. The number of Additional Shares per $1,000 principal amount of Securities constituting the Make Whole Premium shall be determined by reference to the table below and shall be below, based on the date on which the Fundamental Change Effective Date occurs of such Change of Control and the price (the “Stock Price”) paid, or deemed to be paid, per share of Common Stock in such transaction. If holders of Common Stock receive only cash in ; provided that if the Fundamental Change transaction, the Stock Price shall be the cash amount paid per share of Common Stock. Otherwise, the Stock Price shall be the average of the Closing Prices of the Common Stock for each of the ten consecutive Trading Days prior to but excluding the Fundamental Change Effective Date. The following table sets forth the Additional Share amounts, if any, by which the applicable Conversion Rate shall be increased for each Stock Price and Fundamental Change Effective Date. $ 8.34 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 $10.00 21.8766 21.2897 20.6449 19.8041 18.8469 17.7580 16.4333 14.7856 12.5094 9.5064 $12.50 15.5826 14.8177 13.9660 12.9350 11.7602 10.3984 8.7622 6.7336 3.9962 0.0000 $15.00 12.0868 11.3311 10.4818 9.4946 8.3802 7.1105 5.6342 3.9167 1.9054 0.0000 $17.50 9.9104 9.2110 8.4281 7.5334 6.5477 5.4371 4.1977 2.8207 1.3825 0.0000 $20.00 8.4308 7.7856 7.0887 6.2911 5.4288 4.4651 3.4377 2.3249 1.1744 0.0000 $25.00 6.5854 6.0598 5.4850 4.8526 4.1729 3.4359 2.6467 1.8100 0.9347 0.0000 $30.00 5.4437 4.9992 4.5222 3.9964 3.4373 2.8328 2.1884 1.5032 0.7793 0.0000 $35.00 4.6491 4.2678 3.8594 3.4101 2.9349 2.4213 1.8724 1.2880 0.6680 0.0000 $40.00 4.0637 3.7293 3.3731 2.9793 2.5658 2.1168 1.6380 1.1265 0.5845 0.0000 $45.00 3.6121 3.3143 2.9986 2.6475 2.2810 1.8811 1.4556 1.0009 0.5193 0.0000 $50.00 3.2543 2.9856 2.7000 2.3837 2.0519 1.6928 1.3104 0.9007 0.4675 0.0000 $75.00 2.1801 2.0000 1.8081 1.5949 1.3715 1.1273 0.8705 0.5970 0.3082 0.0000 $ 100.00 1.6449 1.5061 1.3618 1.1995 1.0310 0.8469 0.6498 0.4427 0.2238 0.0000 If the actual Stock Price or Fundamental Change Effective Date is are not set forth in on the table above, then: table: (i) if the actual Stock Price on the Fundamental Change Effective Date is between two Stock Price amounts in Prices on the table or the actual Fundamental Change Effective Date is between two Fundamental Change Effective Dates in on the table, the Additional Share amounts Make Whole Premium will be determined by a straight-line interpolation between the Additional Share amounts Make Whole Premiums set forth for the higher and lower Stock Prices and the two Fundamental Change Effective Dates on the table based on a 365-day year; , as applicable, (ii) if the actual Stock Price on the Fundamental Change Effective Date exceeds $100.00 $ l per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall Make Whole Premium will be made; and paid, and (iii) if the actual Stock Price on the Fundamental Change Effective Date is less than $8.34 $ l per share of Common Stock, subject to adjustment as set forth herein, no adjustment Make Whole Premium will be paid. If Holders of Common Stock receive only cash in the Change of Control transaction, the Stock Price shall be the cash amount paid per share of Common Stock in connection with the Change of Control transaction. Otherwise, the Stock Price shall be equal to the Conversion Rate shall be madeaverage Closing Price of Common Stock over the 10 consecutive Trading Day period ending on the Trading Day immediately preceding, and excluding, the applicable Fundamental Change Effective Date. Make Whole Premium Upon a Fundamental Change (Number of Additional Shares) $ $ $ $ $ $ $ $ $ $ $ $ The Stock Prices set forth in the first column of the table above will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted other than an adjustment pursuant to Section 4.06 hereofthe Make Whole Premium described above. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Share amounts Shares set forth in the table above will be adjusted in the same manner as the Conversion Rate as set forth in Section 4.06 hereof, other than as a result of an adjustment to the Conversion Rate by adding the Make Whole Premium as described above. Notwithstanding the foregoing, in no event shall will the Conversion Rate total number of shares of Common Stock issuable upon conversion of a Security exceed 119.9040 l shares per $1,000 principal amount of Securities, subject to proportional adjustment in the same manner as the Conversion Rate as set forth in subsections clauses (a1) through (c4) of Section 4.06 4.06(a) hereof. (k) By delivering the amount of cash and/or the number of shares of Common Stock issuable on conversion to the Trustee, the Company will be deemed to have satisfied its obligation to pay the principal amount of the Securities so converted and its obligation to pay accrued and unpaid interest attributable to the period from the most recent Interest Payment Date through the Conversion Date (which amount will be deemed paid in full rather than cancelled, extinguished or forfeited). (l) Notwithstanding anything else contained herein, the Securities shall not become subject to conversion by reason of a merger, consolidation, or other transaction effected with one of the Company’s direct or indirect Subsidiaries for the purpose of changing the Company’s state of incorporation to any other state within the United States or the District of Columbia.

Conversion Privilege and Conversion Rate. (a) Any Security Subject to the obligation and the right of the Company to pay some or all of the conversion consideration in cash in accordance with Section 15.14, and upon compliance with the provisions of this Article 15, at the option of the holder thereof, any Debenture or portion thereof that is an integral multiple of $1,000 principal amount may be converted by into fully paid and nonassessable shares (calculated as to each conversion to the Holder thereof in accordance with the provisions nearest 1/100th of this Article 4. Upon conversion, Holders shall be entitled to receive the amount of cash and, if applicable, shares a share) of Common Stock determined in the manner provided in Section 4.12. Securities may be converted prior to the close of business on the Business Day immediately preceding the Final Maturity Date or such earlier date set forth in this Article 15, unless previously redeemed by the Company or purchased by the Company at the Debentureholder’s option, at the Conversion Rate in effect at such time, determined as hereinafter provided and subject to the time of such conversion adjustments described below, only under the following circumstances: (1) on during any Business Day in any fiscal calendar quarter commencing at any time beginning after October 31June 30, 20072006, and only during such fiscal calendar quarter, if, as of the last day of the immediately preceding fiscal calendar quarter, the Closing Price per share of the Common Stock for at least 20 Trading Days in the period of the 30 consecutive Trading Days ending on the last Trading Day of such preceding fiscal calendar quarter was more than 130120% of the applicable Conversion Price on the last day of such preceding fiscal quartercalendar quarter (the “Conversion Trigger Price”); (2) until the close of business on any the second Business Day immediately preceding the Redemption Date if the Company elects to redeem the relevant Debenture pursuant to Article 3; (3) if the Company distributes to all holders of Common Stock certain rights (including rights or rights certificates under a shareholders’ rights agreement) or warrants entitling them to purchase, for a period expiring within 45 days of the date of issuance (or, in the case of rights certificates issued under a shareholder rights agreement, within 45 days of the later of the date of issuance and any scheduled redemption date or similar date under such shareholders’ rights agreement), Common Stock at less than the Closing Price per share of the Common Stock on the day of issuance; (4) if the Company distributes to all holders of Common Stock, assets, debt securities or certain rights to purchase the Company’s securities, which distribution has a per share value exceeding 10% of the Closing Price per share of the Common Stock on the Business Day preceding the declaration date for such distribution; (5) [Intentionally Omitted] (6) if a Fundamental Change occurs; (7) at any time during the ten (10) consecutive Trading Day period ending at the close of business on the Business Day immediately preceding the Final Maturity Date; or (8) during any five Business Day period after any five consecutive Trading Day period in which the Trading Price per $1,000 principal amount of SecuritiesDebentures, as determined by the Trustee following a request by a Holder Debentureholder in accordance with the procedures described below in Section 4.01(b15.01(e)(ii), for each Trading Day day of that period was less than 95% of the product of the Closing Price of the Common Stock on such day and the then applicable Conversion Rate per $1,000 principal amount of Securities. (3) if the Company distributes to all holders of Common Stock any rights entitling them to purchase, for a period expiring within 45 days of such distribution, Common Stock, or securities convertible into Common Stock, at less than, or having a conversion price per share less than, the Closing Price of the Common Stock on the Trading Day immediately preceding the declaration date for such distribution; (4) if the Company distributes to all holders of Common Stock assets, cash, debt securities or rights to purchase the Company’s securities, which distribution has a per share value as determined by the Board of Directors exceeding 15% of the Closing Price per share of Common Stock on the Trading Day immediately preceding the declaration date for such distribution; (5) if a Fundamental Change occurs; or (6) at any time during the period beginning on June 15, 2016 and ending at the close of business on the Business Day immediately preceding the Final Maturity Date. (b) In connection with clause (1) of Section 4.01(a), the Company shall determine at the beginning of each fiscal quarter commencing at any time after October 31, 2007 whether the Securities are convertible pursuant to such clause (1) and shall notify the Trustee. In addition, in connection with clause (2) of Section 4.01(a), the Trustee shall have no obligation to determine the Trading Price of the Securities and whether the Securities are convertible pursuant to such clause (2) unless the Company has requested such determination and the Company shall have no obligation to make such request unless a Holder of the Securities provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 9598% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of Securities. At such time, the Company shall instruct the Trustee to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Securities is greater than 95% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of the SecuritiesRate. (cb) In the case of a distribution contemplated by clause clauses (3) or and (4) of Section 4.01(a15.01(a), the Company shall notify Holders and the Trustee Debentureholders at least 35 twenty (20) days prior to the ex-dividend date (defined below) for such distribution (the “Distribution Notice”); provided that if the Company distributes rights pursuant to a shareholder rights agreement, it will notify the Debentureholders on the Business Day after the Company is required to give notice generally to its shareholders pursuant to such shareholder rights agreement if such date is less than twenty (20) days prior to the date of such distribution. Once the Company has given the Distribution Notice, Holders Debentureholders may surrender their Securities Debentures for conversion at any time until the earlier of the close of business on the last Business Day prior to preceding the ex-dividend date or the Company’s announcement that such distribution will not take place. In the event of a distribution contemplated by clause clauses (3) or and (4) of Section 4.01(a15.01(a), Holders Debentureholders may not convert the Securities Debentures if the Holders Debentureholders will otherwise participate in such distribution on an as converted basis (assuming for this purpose that the Securities were convertible solely into a number of shares of Common Stock equal to the then applicable Conversion Rate). The “ex-dividend date” is the first date upon which a sale of the Common Stock does not automatically transfer the right to receive the relevant distribution from the seller of the Common Stock to its buyerwithout converting their Debentures. The Company will provide written notice to the Conversion Agent conversion agent as soon as reasonably practicable of any anticipated or actual event or transaction that will cause or causes the Securities Debentures to become convertible pursuant to clauses (3) or (4) of Section 4.01(a15.01(a). (c) [Intentionally Omitted] (d) In the case of a Fundamental Changetransaction contemplated by clause (6) of Section 15.01(a), the Company shall provide notice thereof (a “Fundamental Change Conversion Notice”) to notify the Holders of Securities Debentureholders and the Trustee at least 15 days ten (10) Trading Days prior to date that is the anticipated to be the Fundamental Change Effective Date of any Fundamental Change (“Fundamental Change Effective Date”) or the anticipated effective date of an event that would have been a Change of Control but for the 105% Trading Price Exception that the Company knows or reasonably should know will occur. Holders If the Company does not know, and should not reasonably know, that a Fundamental Change or such other event will occur until a date that is within ten (10) Trading Days before the anticipated Fundamental Change Effective Date or effective date of such other event, the Company shall notify the Debentureholders and the Trustee promptly after the Company has knowledge of such Fundamental Change or such other event. Debentureholders may surrender Securities Debentures for conversion at any time beginning 15 days ten (10) Trading Days before the date that is anticipated to be the Fundamental Change Effective Date of a Fundamental Change or the anticipated effective date of an event that would have been a Change of Control but for the 105% Trading Price Exception and until the close of business on the last Trading Day prior to preceding the Fundamental Change Purchase Repurchase Date. (e) The conversion rights pursuant to this Article 4 shall commence on the Issue Date of the Securities and expire at the close of business on the Business Day immediately preceding the Final Maturity Date, but shall be exercisable only during the time periods specified with respect to each circumstance pursuant to which the Securities become convertible, subject, in the case of conversion of any Global Security, to any Applicable Procedures. (f) Securities in respect of which a Fundamental Change Purchase Notice has been delivered may not be surrendered for conversion pursuant to this Article 4 prior to a valid withdrawal of such Fundamental Change Notice, in accordance with the provisions of Article 3. (g) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. (h) The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(i) and Section 4.06. (i) If a Fundamental Change occurs prior For each calendar quarter of the Company, beginning with the calendar quarter ending June 30, 2006, the conversion agent, on behalf of the Company, shall determine, on the first Business Day following the last Trading Day of such calendar quarter, whether the Debentures are convertible pursuant to the Final Maturity Date as a result of a transaction described in clauses clause (1), (2) or (4) of the definition of the term “Change of Control” and a Holder elects to convert its Securities “in connection with” such transaction, the Company shall pay a “Make Whole Premium” by increasing the applicable Conversion Rate for the Securities surrendered for conversion by a number of additional shares of Common Stock as provided in this Section 4.01(i) (the “Additional Shares”). A conversion of Securities shall be deemed for these purposes to be “in connection with” such a transaction if the notice of conversion is received by the Conversion Agent from and including the Fundamental Change Effective Date and prior to the close of business on the Business Day prior to the Fundamental Change Purchase Date. The number of Additional Shares per $1,000 principal amount of Securities constituting the Make Whole Premium shall be determined by reference to the table below and shall be based on the date on which the Fundamental Change Effective Date occurs and the price (the “Stock Price”) paid, or deemed to be paid, per share of Common Stock in such transaction. If holders of Common Stock receive only cash in the Fundamental Change transaction, the Stock Price shall be the cash amount paid per share of Common Stock. Otherwise, the Stock Price shall be the average of the Closing Prices of the Common Stock for each of the ten consecutive Trading Days prior to but excluding the Fundamental Change Effective Date. The following table sets forth the Additional Share amounts, if any, by which the applicable Conversion Rate shall be increased for each Stock Price and Fundamental Change Effective Date. $ 8.34 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 $10.00 21.8766 21.2897 20.6449 19.8041 18.8469 17.7580 16.4333 14.7856 12.5094 9.5064 $12.50 15.5826 14.8177 13.9660 12.9350 11.7602 10.3984 8.7622 6.7336 3.9962 0.0000 $15.00 12.0868 11.3311 10.4818 9.4946 8.3802 7.1105 5.6342 3.9167 1.9054 0.0000 $17.50 9.9104 9.2110 8.4281 7.5334 6.5477 5.4371 4.1977 2.8207 1.3825 0.0000 $20.00 8.4308 7.7856 7.0887 6.2911 5.4288 4.4651 3.4377 2.3249 1.1744 0.0000 $25.00 6.5854 6.0598 5.4850 4.8526 4.1729 3.4359 2.6467 1.8100 0.9347 0.0000 $30.00 5.4437 4.9992 4.5222 3.9964 3.4373 2.8328 2.1884 1.5032 0.7793 0.0000 $35.00 4.6491 4.2678 3.8594 3.4101 2.9349 2.4213 1.8724 1.2880 0.6680 0.0000 $40.00 4.0637 3.7293 3.3731 2.9793 2.5658 2.1168 1.6380 1.1265 0.5845 0.0000 $45.00 3.6121 3.3143 2.9986 2.6475 2.2810 1.8811 1.4556 1.0009 0.5193 0.0000 $50.00 3.2543 2.9856 2.7000 2.3837 2.0519 1.6928 1.3104 0.9007 0.4675 0.0000 $75.00 2.1801 2.0000 1.8081 1.5949 1.3715 1.1273 0.8705 0.5970 0.3082 0.0000 $ 100.00 1.6449 1.5061 1.3618 1.1995 1.0310 0.8469 0.6498 0.4427 0.2238 0.0000 If the actual Stock Price or Fundamental Change Effective Date is not set forth in the table above, then: (i) if the actual Stock Price on the Fundamental Change Effective Date is between two Stock Price amounts in the table or the actual Fundamental Change Effective Date is between two Fundamental Change Effective Dates in the table, the Additional Share amounts will be determined by a straight-line interpolation between the Additional Share amounts set forth for the higher and lower Stock Prices and the two Fundamental Change Effective Dates on the table based on a 365-day year; (ii) if the actual Stock Price on the Fundamental Change Effective Date exceeds $100.00 per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall be made; and (iii) if the actual Stock Price on the Fundamental Change Effective Date is less than $8.34 per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall be made. The Stock Prices set forth in the first column of the table above will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted pursuant to Section 4.06 hereof. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Share amounts set forth in the table above will be adjusted in the same manner as the Conversion Rate as set forth in Section 4.06 hereof. Notwithstanding the foregoing, in no event shall the Conversion Rate exceed 119.9040 shares per $1,000 principal amount of Securities, subject to adjustment in the same manner as the Conversion Rate as set forth in subsections (a) through (c) of Section 4.06 hereof15.01(a), and, if so, will notify the Trustee and the Company in writing.

Conversion Privilege and Conversion Rate. (a) Any Security or portion thereof that is an integral multiple of $1,000 principal amount may be converted by Subject to the Holder thereof conditions and during the periods described in accordance subsections (a)(i), (ii), (iii) and (iv), (b), (c) and (d) below, and upon compliance with the provisions of this Article 45, a Holder shall have the right to surrender for conversion all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Note at any time until the close of business on the Business Day immediately preceding the Free Convertibility Date. Upon On and after the Free Convertibility Date and until the close of business on the second Business Day immediately prior to the Stated Maturity Date, a Holder shall have the right to surrender all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Note for conversion, Holders shall be entitled regardless of whether any of the conditions described in subsections (a)(i), (ii), (iii) and (iv), (b), (c) and (d) below have been satisfied, upon compliance with the provisions of this Article 5. (i) Prior to receive the amount close of cash andbusiness on the Business Day immediately preceding the Free Convertibility Date, a Holder may surrender all or any portion of its Notes for conversion during any calendar quarter commencing after the quarter ending June 30, 2012 if applicable, shares the Closing Sale Price of the Common Stock determined for at least twenty (20) Trading Days (whether or not consecutive) in the manner provided period of thirty (30) consecutive Trading Days ending on the last Trading Day of the calendar quarter immediately preceding the calendar quarter in Section 4.12. Securities may be converted which the conversion occurs, is more than 130% of the Conversion Price of the Notes in effect on each applicable Trading Day. (ii) If, prior to the close of business on the Business Day immediately preceding the Final Maturity Date at Free Convertibility Date, the Conversion Rate Trading Price per $1,000 in effect at the time of such conversion only under the following circumstances: (1) on any Business Day in any fiscal quarter commencing at any time after October 31, 2007, and only during such fiscal quarter, if, as principal amount of the last day of the immediately preceding fiscal quarter, the Closing Price of the Common Stock for at least 20 Trading Days in the period of 30 consecutive Trading Days ending Notes on the last each Trading Day of such preceding fiscal quarter was more than 130% of the applicable Conversion Price on the last day of such preceding fiscal quarter; (2) on any Business Day during the five Business Day period after any five consecutive Trading Day period in which the Trading Price per $1,000 principal amount of Securities, as determined by the Trustee following a request by a Holder in accordance with the procedures described in Section 4.01(b), for each Trading Day of that period was is less than 9598% of the product of (x) the Closing Sale Price of the Common Stock on such day and Trading Day multiplied by (y) the then applicable Conversion Rate per $1,000 principal amount of Securities. (3) if the Company distributes to all holders of Common Stock any rights entitling them to purchasein effect on such Trading Day, a Holder may surrender its Notes for a period expiring within 45 days of such distribution, Common Stock, or securities convertible into Common Stock, at less than, or having a conversion price per share less than, the Closing Price of the Common Stock on the Trading Day immediately preceding the declaration date for such distribution; (4) if the Company distributes to all holders of Common Stock assets, cash, debt securities or rights to purchase the Company’s securities, which distribution has a per share value as determined by the Board of Directors exceeding 15% of the Closing Price per share of Common Stock on the Trading Day immediately preceding the declaration date for such distribution; (5) if a Fundamental Change occurs; or (6) at any time during the period beginning following five consecutive Trading Days (the “Trading Price Condition”). The Bid Solicitation Agent shall, on June 15behalf of the Company, 2016 and ending at determine if the close of business on the Business Day immediately preceding the Final Maturity Date. (b) In connection with clause (1) of Section 4.01(a), the Company shall determine at the beginning of each fiscal quarter commencing at any time after October 31, 2007 whether the Securities Notes are convertible pursuant to such clause (1this Section 5.01(a)(ii) and shall notify the Trustee. In addition, in connection with clause (2) of Section 4.01(a), Company and the Trustee accordingly; provided that the Bid Solicitation Agent shall have no obligation to determine the Trading Price of the Securities and whether the Securities are convertible pursuant to such clause (2) Notes unless the Company has requested such determination in writing, and the Company shall have no obligation to make such request unless a Holder of the Securities provides the Company and the Trustee with reasonable evidence that the Trading Price per $1,000 principal amount of Securities the Notes on any Trading Day would be less than 9598% of the product of the then-current Conversion Rate multiplied by the Closing Sale Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of Securitieson that date. At such time, the Company shall instruct the Trustee Bid Solicitation Agent to determine the Trading Price of the Securities Notes beginning on the next such Trading Day and on each successive of the next four Trading Day until Days. If (x) the Company does not, when it is required to do so, instruct the Bid Solicitation Agent to obtain Qualifying Bids, or if the Company gives such instruction to the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination (including, for the avoidance of doubt, because the Bid Solicitation Agent cannot reasonably obtain at least one Qualifying Bid), or (y) if the Company is acting as Bid Solicitation Agent and the Company fails to make such determination, then, in either case, the Trading Price per $1,000 principal amount of the Securities is greater Notes shall be deemed to be less than 9598% of the product of the Closing Sale Price of the Common Stock and the then applicable Conversion Rate for each Trading Day on which such failure occurs. If the Trading Price Condition has been met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) within two Business Days. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the Securitiesproduct of the Closing Sale Price of the Common Stock and the Conversion Rate for such Trading Day, the Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). (iii) The Notes shall be convertible prior to the close of business on the Business Day immediately preceding the Free Convertibility Date under the circumstances and during the periods set forth in subsections (b), (c) In and (d) of this Section 5.01. (iv) If the Company calls any or all of the Notes for redemption pursuant to Article 6, Holders of the Notes shall have the right to convert their Notes at any time until the close of business on the second Business Day preceding the related Redemption Date, after which time Holders shall no longer have the right to convert their Notes on account of the Company’s delivery of the related Redemption Notice unless the Company defaults in the payment of the Redemption Price. (b) If, prior to the close of business on the Business Day immediately preceding the Free Convertibility Date, the Company elects to issue or distribute, as the case may be, to all or substantially all holders of Common Stock: (i) rights, options or warrants entitling them to subscribe for or purchase, for a distribution contemplated by clause period expiring within 60 days after the record date for such issuance, Common Stock at a price per share that is less than the Closing Sale Price on the declaration date for such issuance; or (3ii) cash, debt securities (or other evidence of indebtedness) or other assets or securities (4) excluding dividends or distributions described in Section 5.06(a)), which distribution has a per share value, as determined by the Board of Section 4.01(a)Directors exceeding 10% of the Closing Sale Price of Common Stock as of the Trading Day immediately preceding the declaration date for such distribution, then, in either case, the Company shall notify Holders and the Trustee at least 35 days 25 Scheduled Trading Days prior to the exEx-dividend date (defined below) Dividend Date for such distribution (the “Distribution Notice”)distribution. Once the Company has given the Distribution Noticesuch notice, Holders may surrender their Securities Notes for conversion at any time until the earlier of the close of business on the Business Day prior to immediately preceding the exEx-dividend date or Dividend Date and the Company’s announcement that such issuance or distribution will not take place. In the event of a distribution contemplated by clause (3) or (4) of Section 4.01(a), Holders may not convert the Securities if the Holders will otherwise participate in such distribution on an as converted basis (assuming for this purpose that the Securities were convertible solely into a number of shares of Common Stock equal to the then applicable Conversion Rate). The “ex-dividend date” is the first date upon which a sale of the Common Stock does not automatically transfer the right to receive the relevant distribution from the seller of the Common Stock to its buyer. The Company will provide written notice to the Conversion Agent as soon as reasonably practicable of any anticipated or actual event or transaction that will cause or causes the Securities to become convertible pursuant to clauses (3) or (4) of Section 4.01(a). (dc) In the case of If a transaction or event that constitutes a Fundamental Change, the Company shall provide notice thereof (Change or a “Fundamental Change Conversion Notice”) to the Holders of Securities and the Trustee at least 15 days Make-Whole Adjustment Event occurs prior to date that is anticipated to be the Fundamental Change Effective Date. Holders may surrender Securities for conversion at any time beginning 15 days before the date that is anticipated to be the Fundamental Change Effective Date until the Trading Day prior to the Fundamental Change Purchase Date. (e) The conversion rights pursuant to this Article 4 shall commence on the Issue Date of the Securities and expire at the close of business on the Business Day immediately preceding the Final Maturity Free Convertibility Date, but shall be exercisable only during the time periods specified with respect to each circumstance pursuant to which the Securities become convertible, subject, in the case of conversion of any Global Security, to any Applicable Procedures. (f) Securities in respect of which a Fundamental Change Purchase Notice has been delivered Holder may not be surrendered surrender its Notes for conversion pursuant to this Article 4 prior to a valid withdrawal at any time from and after the effective date of such Fundamental Change Notice, in accordance with the provisions of Article 3. (g) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. (h) The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(i) and Section 4.06. (i) If a Fundamental Change occurs prior to the Final Maturity Date as a result of a transaction described in clauses (1), (2) or (4) of the definition of the term “Change of Control” and a Holder elects to convert its Securities “in connection with” such transaction, the Company shall pay a “Make Whole Premium” by increasing the applicable Conversion Rate for the Securities surrendered for conversion by a number of additional shares of Common Stock as provided in this Section 4.01(i) (the “Additional Shares”). A conversion of Securities shall be deemed for these purposes to be “in connection with” such a transaction if the notice of conversion is received by the Conversion Agent from and including the Fundamental Change Effective Date and prior to event until the close of business on the second Business Day prior to immediately preceding the related Fundamental Change Purchase Date or, if there is no such Fundamental Change Purchase Date. The number , the 30th Scheduled Trading Day immediately following the effective date of Additional Shares per $1,000 principal amount such transaction or event. (d) If the Company is a party to a consolidation, merger or binding share exchange or a sale, assignment, conveyance, transfer, lease or other disposition of Securities constituting all or substantially all of its property and assets that does not also constitute a Fundamental Change or a Make-Whole Adjustment Event, in each case pursuant to which the Make Whole Premium Common Stock would be converted into cash, securities or other property, a Holder shall be determined by reference have the right to surrender its Notes for conversion at any time beginning on the table below and shall be based on earlier of (i) the date on which the Fundamental Change Effective Date occurs Company gives notice or makes a public announcement of such transaction and (ii) the price (effective date of such transaction, and ending on the “Stock Price”) paid, or deemed to be paid, per share 20th Scheduled Trading Day following the effective date of Common Stock in such transaction. If holders of Common Stock receive only cash in To the Fundamental Change transactionextent practicable, the Stock Price Company shall be the cash amount paid per share of Common Stock. Otherwise, the Stock Price shall be the average of the Closing Prices of the Common Stock for each of the ten consecutive notify Holders at least 25 Scheduled Trading Days prior to but excluding the Fundamental Change Effective Date. The following table sets forth the Additional Share amountsanticipated effective date of such transaction, if any, by which the applicable Conversion Rate shall be increased for each Stock Price and Fundamental Change Effective Date. $ 8.34 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 $10.00 21.8766 21.2897 20.6449 19.8041 18.8469 17.7580 16.4333 14.7856 12.5094 9.5064 $12.50 15.5826 14.8177 13.9660 12.9350 11.7602 10.3984 8.7622 6.7336 3.9962 0.0000 $15.00 12.0868 11.3311 10.4818 9.4946 8.3802 7.1105 5.6342 3.9167 1.9054 0.0000 $17.50 9.9104 9.2110 8.4281 7.5334 6.5477 5.4371 4.1977 2.8207 1.3825 0.0000 $20.00 8.4308 7.7856 7.0887 6.2911 5.4288 4.4651 3.4377 2.3249 1.1744 0.0000 $25.00 6.5854 6.0598 5.4850 4.8526 4.1729 3.4359 2.6467 1.8100 0.9347 0.0000 $30.00 5.4437 4.9992 4.5222 3.9964 3.4373 2.8328 2.1884 1.5032 0.7793 0.0000 $35.00 4.6491 4.2678 3.8594 3.4101 2.9349 2.4213 1.8724 1.2880 0.6680 0.0000 $40.00 4.0637 3.7293 3.3731 2.9793 2.5658 2.1168 1.6380 1.1265 0.5845 0.0000 $45.00 3.6121 3.3143 2.9986 2.6475 2.2810 1.8811 1.4556 1.0009 0.5193 0.0000 $50.00 3.2543 2.9856 2.7000 2.3837 2.0519 1.6928 1.3104 0.9007 0.4675 0.0000 $75.00 2.1801 2.0000 1.8081 1.5949 1.3715 1.1273 0.8705 0.5970 0.3082 0.0000 $ 100.00 1.6449 1.5061 1.3618 1.1995 1.0310 0.8469 0.6498 0.4427 0.2238 0.0000 If the actual Stock Price or Fundamental Change Effective Date is not set forth in the table above, then: (i) if the actual Stock Price on the Fundamental Change Effective Date is between two Stock Price amounts in the table or the actual Fundamental Change Effective Date is between two Fundamental Change Effective Dates in the table, the Additional Share amounts will be determined by a straight-line interpolation between the Additional Share amounts set forth for the higher and lower Stock Prices and the two Fundamental Change Effective Dates on the table based on a 365-day year; (ii) if the actual Stock Price on the Fundamental Change Effective Date exceeds $100.00 per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall be made; and (iii) if the actual Stock Price on the Fundamental Change Effective Date is less than $8.34 per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall be made. The Stock Prices set forth in the first column of the table above will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted pursuant to Section 4.06 hereof. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Share amounts set forth in the table above will be adjusted in the same manner as the Conversion Rate as set forth in Section 4.06 hereof. Notwithstanding the foregoing, in no event shall later than the Conversion Rate exceed 119.9040 shares per $1,000 principal amount of Securities, subject to adjustment in the same manner as the Conversion Rate as set forth in subsections (a) through (c) of Section 4.06 hereofactual effective date.

Conversion Privilege and Conversion Rate. (a) Any Security or portion thereof that is an integral multiple of $1,000 principal amount may be converted by the Holder thereof in accordance with the provisions of this Article 4. Upon conversion, Holders shall be entitled to receive the amount of cash and, if applicable, shares of Common Stock determined in the manner provided in Section 4.12. Securities may be converted prior to the close of business on the Business Day immediately preceding the Final Maturity Date at the Conversion Rate in effect at the time of such conversion only under the following circumstances: (1) on any Business Day in any fiscal quarter of the Company commencing at any time after October 31March 30, 2007, and only during such fiscal quarter, if, as of the last day of the immediately preceding fiscal quarter, the Closing Price of the Common Stock for at least 20 Trading Days in the period of 30 consecutive Trading Days ending on the last Trading Day of such preceding fiscal quarter was more than 130% of the applicable Conversion Price on the last day of such preceding fiscal quarter; (2) on any Business Day during the five Business Day period after any five consecutive Trading Day period in which the Trading Price per $1,000 principal amount of Securities, as determined by the Trustee following a request by a Holder in accordance with the procedures described in Section 4.01(b4.01(d)(ii), for each Trading Day of that period was less than 9598% of the product of the Closing Price of the Common Stock on such day and the then applicable Conversion Rate per $1,000 principal amount of Securities. (3) if the Company distributes to all holders of Common Stock any rights entitling them to purchase, for a period expiring within 45 days of such distribution, Common Stock, or securities convertible into Common Stock, at less than, or having a conversion price per share less than, the Closing Price of the Common Stock on the Trading Day immediately preceding the declaration date for such distribution; (4) if the Company distributes to all holders of Common Stock assets, cash, debt securities or rights to purchase the Company’s securities, which distribution has a per share value as determined by the Board of Directors exceeding 15% of the Closing Price per share of the Common Stock on the Trading Day immediately preceding the declaration date for such distribution; (5) if a Fundamental Change occurs; or (6) at any time during the period beginning on June January 15, 2016 2013 and ending at the close of business on the Business Day immediately preceding the Final Maturity Date. (b) In connection with clause (1) of Section 4.01(a), the Company shall determine at the beginning of each fiscal quarter commencing at any time after October 31, 2007 whether the Securities are convertible pursuant to such clause (1) and shall notify the Trustee. In addition, in connection with clause (2) of Section 4.01(a), the Trustee shall have no obligation to determine the Trading Price of the Securities and whether the Securities are convertible pursuant to such clause (2) unless the Company has requested such determination and the Company shall have no obligation to make such request unless a Holder of the Securities provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 95% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of Securities. At such time, the Company shall instruct the Trustee to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Securities is greater than 95% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of the Securities. (c) In the case of a distribution contemplated by clause clauses (3) or and (4) of Section 4.01(a), the Company shall notify Holders and the Trustee at least 35 days prior to the ex-dividend date (defined below) for such distribution (the “Distribution Notice”). Once the Company has given the Distribution Notice, Holders may surrender their Securities for conversion at any time until the earlier of the close of business on the Business Day prior to the ex-dividend date or the Company’s announcement that such distribution will not take place. In the event of a distribution contemplated by clause clauses (3) or and (4) of Section 4.01(a), Holders may not convert the Securities if the Holders will otherwise participate in such distribution on an as converted basis (assuming for this purpose that the Securities were convertible solely into a number of shares of Common Stock equal to the then applicable Conversion Rate). The “ex-dividend date” is the first date upon which a sale of the Common Stock does not automatically transfer the right to receive the relevant distribution from the seller of the Common Stock to its buyer. The Company will provide written notice to the Conversion Agent as soon as reasonably practicable of any anticipated or actual event or transaction that will cause or causes the Securities to become convertible pursuant to clauses (3) or (4) of Section 4.01(a). (dc) In the case of a Fundamental Change, the Company shall provide notice thereof (a “Fundamental Change Conversion Notice”) to the Holders of Securities and the Trustee at least 15 days prior to date that is anticipated to be the Fundamental Change Effective Date. Holders may surrender Securities for conversion at any time beginning 15 days before the date that is anticipated to be the Fundamental Change Effective Date until the Trading Day prior to the Fundamental Change Purchase Date. (i) For each fiscal quarter of the Company, beginning with the fiscal quarter ending March 31, 2007, the Company, will determine, on the first Business Day following the last Trading Day of such fiscal quarter, whether the Securities are convertible pursuant to clause (1) of Section 4.01(a), and, if so, will notify the Trustee and the Conversion Agent (to the extent the Trustee is not also serving as the Conversion Agent) in writing. (ii) The Trustee shall have no obligation to determine the Trading Price of the Securities and whether the Securities are convertible pursuant to clause (2) of Section 4.01(a) unless the Company has requested such determination and the Company shall have no obligation to make such request unless a Holder of the Securities provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 98% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of Securities. At such time, the Company shall instruct the Trustee to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Securities is greater than 98% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of the Securities. (e) The conversion rights pursuant to this Article 4 shall commence on the Issue Date of the Securities and expire at the close of business on the Business Day immediately preceding the Final Maturity Date, but shall be exercisable only during the time periods specified with respect to each circumstance pursuant to which the Securities become convertible, subject, in the case of conversion of any Global Security, to any Applicable Procedures. (f) Securities in respect of which a Fundamental Change Purchase Notice has been delivered delivered, if otherwise convertible pursuant to this Article 4, may not be surrendered for conversion pursuant to this Article 4 prior to a valid withdrawal of such Fundamental Change Notice, in accordance with the provisions of Article 3. (g) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. (h) The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(i) and Section 4.06. (i) If a Fundamental Change occurs prior to the Final Maturity Date as a result of a transaction described in clauses (1), (2) or (4) of the definition of the term “Change of Control” and a Holder elects to convert its Securities “in connection with” such transaction, the Company shall pay a “Make Whole Premium” by increasing the applicable Conversion Rate for the Securities surrendered for conversion by a number of additional shares of Common Stock as provided in this Section 4.01(i) (the “Additional Shares”). A conversion of Securities shall be deemed for these purposes to be “in connection with” such a transaction if the notice of conversion is received by the Conversion Agent from and including the Fundamental Change Effective Date and prior to the close of business on the Business Day prior to the Fundamental Change Purchase Date. The number of Additional Shares per $1,000 principal amount of Securities constituting the Make Whole Premium shall be determined by reference to the table below and shall be based on the date on which the Fundamental Change Effective Date occurs and the price (the “Stock Price”) paid, or deemed to be paid, per share of Common Stock in such transaction. If holders of Common Stock receive only cash in the Fundamental Change transaction, the Stock Price shall be the cash amount paid per share of Common Stock. Otherwise, the Stock Price shall be the average of the Closing Prices of the Common Stock for each of the ten consecutive Trading Days prior to but excluding the Fundamental Change Effective Date. The following table sets forth the Additional Share amounts, if any, by which the applicable Conversion Rate shall be increased for each Stock Price and Fundamental Change Effective Date. $ 8.34 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 $10.00 21.8766 21.2897 20.6449 19.8041 18.8469 17.7580 16.4333 14.7856 12.5094 9.5064 55.20 2.3629 2.3629 2.3629 2.3629 2.3629 2.3629 2.3629 $12.50 15.5826 14.8177 13.9660 12.9350 11.7602 10.3984 8.7622 6.7336 3.9962 60.00 1.9010 1.9141 1.9076 1.8676 1.7714 1.5595 0.9137 $65.00 1.5350 1.5209 1.4841 1.4067 1.2674 0.9944 0.0000 $15.00 12.0868 11.3311 10.4818 9.4946 8.3802 7.1105 5.6342 3.9167 1.9054 0.0000 $17.50 9.9104 9.2110 8.4281 7.5334 6.5477 5.4371 4.1977 2.8207 1.3825 0.0000 $20.00 8.4308 7.7856 7.0887 6.2911 5.4288 4.4651 3.4377 2.3249 1.1744 0.0000 $25.00 6.5854 6.0598 5.4850 4.8526 4.1729 3.4359 2.6467 1.8100 0.9347 0.0000 $30.00 5.4437 4.9992 4.5222 3.9964 3.4373 2.8328 2.1884 1.5032 0.7793 0.0000 $35.00 4.6491 4.2678 3.8594 3.4101 2.9349 2.4213 1.8724 1.2880 0.6680 0.0000 $40.00 4.0637 3.7293 3.3731 2.9793 2.5658 2.1168 1.6380 1.1265 0.5845 0.0000 $45.00 3.6121 3.3143 2.9986 2.6475 2.2810 1.8811 1.4556 1.0009 0.5193 0.0000 $50.00 3.2543 2.9856 2.7000 2.3837 2.0519 1.6928 1.3104 0.9007 0.4675 70.00 1.2542 1.2227 1.1681 1.0727 0.9149 0.6312 0.0000 $75.00 2.1801 2.0000 1.8081 1.5949 1.3715 1.1273 0.8705 0.5970 0.3082 1.0360 0.9950 0.9309 0.8275 0.6684 0.4036 0.0000 $ $80.00 0.8641 0.8182 0.7505 0.6476 0.4955 0.2635 0.0000 $85.00 0.7273 0.6797 0.6114 0.5132 0.3737 0.1777 0.0000 $90.00 0.6176 0.5698 0.5041 0.4121 0.2873 0.1250 0.0000 $95.00 0.5279 0.4821 0.4197 0.3354 0.2251 0.0918 0.0000 $100.00 1.6449 1.5061 1.3618 1.1995 1.0310 0.8469 0.6498 0.4427 0.2238 0.4545 0.4105 0.3530 0.2763 0.1798 0.0730 0.0609 $105.00 0.3933 0.3522 0.2991 0.2303 0.1459 0.0608 0.0000 $110.00 0.3420 0.3040 0.2554 0.1939 0.1218 0.0524 0.0000 If the actual Stock Price or Fundamental Change Effective Date is not set forth in the table above, then: (i) if the actual Stock Price on the Fundamental Change Effective Date is between two Stock Price amounts in the table or the actual Fundamental Change Effective Date is between two Fundamental Change Effective Dates in the table, the Additional Share amounts will be determined by a straight-line interpolation between the Additional Share amounts set forth for the higher and lower Stock Prices and the two Fundamental Change Effective Dates on the table based on a 365-day year; (ii) if the actual Stock Price on the Fundamental Change Effective Date exceeds $100.00 110.00 per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall be made; and (iii) if the actual Stock Price on the Fundamental Change Effective Date is less than $8.34 55.20 per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall be made. The Stock Prices set forth in the first column of the table above will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted pursuant to Section 4.06 hereof. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Share amounts set forth in the table above will be adjusted in the same manner as the Conversion Rate as set forth in Section 4.06 hereof. Notwithstanding the foregoing, in no event shall the Conversion Rate exceed 119.9040 28 shares per $1,000 principal amount of Securities, subject to adjustment in the same manner as the Conversion Rate as set forth in subsections (a) through (c) of Section 4.06 hereof.

Conversion Privilege and Conversion Rate. (a) Any Subject to the obligation and the right of the Company to pay some or all of the conversion consideration in cash in accordance with Section 4.13, and upon compliance with the provisions of this Article 4, at the option of the Holder thereof, any Security or portion thereof that is an integral multiple of $1,000 principal amount may be converted by into fully paid and nonassessable shares (calculated as to each conversion to the Holder thereof in accordance with the provisions nearest 1/100th of this Article 4. Upon conversion, Holders shall be entitled to receive the amount of cash and, if applicable, shares a share) of Common Stock determined in the manner provided in Section 4.12. Securities may be converted prior to the close of business on the Business Day immediately preceding the Final Maturity Date or such earlier date set forth in this Article 4, unless previously redeemed by the Company or purchased by the Company at the Holders' option, at the Conversion Rate in effect at such time, determined as hereinafter provided, and subject to the time of such conversion adjustments described below, only under the following circumstances: (1) on during any Business Day in any fiscal calendar quarter commencing at any time after October March 31, 20072006, and only during such fiscal calendar quarter, if, as of the last day of the immediately preceding fiscal calendar quarter, the Closing Price per share of the Common Stock for at least 20 Trading Days in the period of the 30 consecutive Trading Days ending on the last Trading Day of such preceding fiscal calendar quarter was more than 130120% of the applicable Conversion Price on the last day of such preceding fiscal quarter; (2) until the close of business on the second Business Day immediately preceding the Redemption Date if the Company elects to redeem the relevant Security pursuant to Section 3.01; (3) if the Company distributes to all holders of Common Stock rights or warrants entitling them to purchase, for a period expiring within 60 days of the date of issuance, Common Stock, or securities convertible into Common Stock, at less than, or having a Conversion Price per share less than, the then current Closing Price per share of the Common Stock; (4) if the Company distributes to all holders of Common Stock assets, cash, debt securities or rights to purchase the Company's securities, which distribution has a per share value as determined by the Board of Directors exceeding 20.0% of the Closing Price per share of the Common Stock on the Trading Day immediately preceding the declaration date for such distribution; (5) if the Company is a party to any transaction or event (including, but not limited to, any consolidation, merger or binding share exchange, other than changes resulting from a subdivision or combination) pursuant to which all or substantially all shares of the Common Stock would be converted into cash, securities or other property; (6) if a Fundamental Change occurs; (7) at any time during the period beginning 10 Trading Days prior to the Final Maturity Date and ending at the close of business on the Business Day immediately preceding the Final Maturity Date; or (8) on any Business Day during the five Business Day period after any five consecutive Trading Day period in which the Trading Price per $1,000 principal amount of Securities, as determined by the Trustee following a request by a Holder in accordance with the procedures described below in Section 4.01(b4.01(e)(ii), for each Trading Day day of that period was less than 95% of the product of the Closing Price of the Common Stock on such day and the then applicable Conversion Rate per $1,000 principal amount of Securities. (3) if the Company distributes to all holders of Common Stock any rights entitling them to purchase, for a period expiring within 45 days of such distribution, Common Stock, or securities convertible into Common Stock, at less than, or having a conversion price per share less than, the Closing Price of the Common Stock on the Trading Day immediately preceding the declaration date for such distribution; (4) if the Company distributes to all holders of Common Stock assets, cash, debt securities or rights to purchase the Company’s securities, which distribution has a per share value as determined by the Board of Directors exceeding 15% of the Closing Price per share of Common Stock on the Trading Day immediately preceding the declaration date for such distribution; (5) if a Fundamental Change occurs; or (6) at any time during the period beginning on June 15, 2016 and ending at the close of business on the Business Day immediately preceding the Final Maturity Date. (b) In connection with clause (1) of Section 4.01(a), the Company shall determine at the beginning of each fiscal quarter commencing at any time after October 31, 2007 whether the Securities are convertible pursuant to such clause (1) and shall notify the Trustee. In addition, in connection with clause (2) of Section 4.01(a), the Trustee shall have no obligation to determine the Trading Price of the Securities and whether the Securities are convertible pursuant to such clause (2) unless the Company has requested such determination and the Company shall have no obligation to make such request unless a Holder of the Securities provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 9598% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of Securities. At such time, the Company shall instruct the Trustee to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Securities is greater than 95% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of the Securities. (cb) In the case of a distribution contemplated by clause clauses (3) or and (4) of Section 4.01(a), the Company shall notify Holders and the Trustee at least 35 20 days prior to the ex-dividend date (defined below) for such distribution (the “"Distribution Notice”"); provided that if the Company distributes rights pursuant to a stockholder rights agreement, it shall give the Distribution Notice on the first Business Day immediately after the Company is required to give notice generally to its stockholders pursuant to such stockholder rights agreement if such date is less than 20 days prior to the date of such distribution. Once the Company has given the Distribution Notice, Holders may surrender their Securities for conversion at any time until the earlier of the close of business on the last Business Day prior to preceding the ex-dividend date or the Company’s 's announcement that such distribution will not take place. In the event of a distribution contemplated by clause clauses (3) or and (4) of Section 4.01(a), Holders may not convert the Securities if the Holders will otherwise participate in such distribution on an as converted basis (assuming for this purpose that the Securities were convertible solely into a number of shares of Common Stock equal to the then applicable Conversion Rate)distribution. The “"ex-dividend date” " is the first date upon which a sale of the Common Stock does not automatically transfer the right to receive the relevant distribution from the seller of the Common Stock to its buyer. The Company will provide written notice to the Conversion Agent as soon as reasonably practicable of any anticipated or actual event or transaction that will cause or causes the Securities to become convertible pursuant to clauses (3) or (4) of Section 4.01(a). (c) In the case of a transaction contemplated by clause (5) of Section 4.01(a) (regardless of whether the transaction constitutes a Fundamental Change), the Company will notify Holders and the Trustee as promptly as practicable following the date the Company publicly announces such transaction (but in no event less than 15 days prior to the anticipated effective date of such transaction, or, if such transaction also constitutes a Fundamental Change, no later than the date the Issuer Fundamental Change Notice is provided). Holders may surrender Securities for conversion at any time from and after the date which is 15 days prior to the anticipated effective date of such transaction until the earlier of the date which is 15 days after the actual effective date of such transaction or the date of the Company's announcement that such transaction will not take place. (d) In the case of a Fundamental Change, the Company shall provide notice thereof (a “Fundamental Change Conversion Notice”) to notify the Holders of Securities and the Trustee at least 15 days prior to the anticipated effective date of any Fundamental Change that the Company knows or reasonably should know will occur (a "Fundamental Change Conversion Notice"). If the Company does not know, or should not reasonably know, that a Fundamental Change will occur until the date that is within 15 days before the anticipated to be effective date of such Fundamental Change, the Company shall deliver a Fundamental Change Effective DateConversion Notice to the Holders and the Trustee promptly after the Company has knowledge of such Fundamental Change. Holders may surrender Securities for conversion at any time beginning 15 days before the anticipated effective date that is anticipated to be the of a Fundamental Change Effective Date and until the Trading Day prior to immediately preceding the Fundamental Change Purchase DateDate (unless the Company shall fail to make the Fundamental Change Purchase Price payment when due in accordance with Article 3, in which case the conversion right shall terminate at the close of business on the date such failure is cured and such Security is purchased. Delivery by the Company of the Fundamental Change Conversion Notice will satisfy the Company's obligation to deliver an Issuer Fundamental Change Notice if it contains all the information that would otherwise be required in such Issuer Fundamental Change Notice. (ei) For each calendar quarter of the Company, beginning with the calendar quarter ending March 31, 2006, the Conversion Agent, on behalf of the Company, will determine, on the first Business Day following the last Trading Day of such calendar quarter, whether the Securities are convertible pursuant to clause (1) of Section 4.01(a), and, if so, will notify the Trustee (to the extent the Trustee is not also serving as the Conversion Agent) and the Company in writing. (ii) The Trustee shall have no obligation to determine the Trading Price of the Securities and whether the Securities are convertible pursuant to clause (8) of Section 4.01(a) unless the Company has requested such determination; and the Company shall have no obligation to make such request unless a Holder of the Securities provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 98% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of Securities. At such time, the Company shall instruct the Trustee to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Securities is greater than 98% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of the Securities. (f) The conversion rights pursuant to this Article 4 shall commence on the Issue Date of the Securities and expire at the close of business on the Business Day immediately preceding the Final Maturity Date, but shall be exercisable only during the time periods specified with respect to each circumstance pursuant to which the Securities become convertible, subject, in the case of conversion of any Global Security, to any Applicable Procedures. . If a Security is called for redemption pursuant to Section 3.01, such conversion right contemplated by clause (f2) of Section 4.02(a) shall commence on the date of the notice of redemption and terminate at the close of business on the second Business Day immediately preceding the Redemption Date for such Security (unless the Company shall fail to make the Redemption Price payment when due in accordance with Section 3.05, in which case the conversion right shall terminate at the close of business on the date such failure is cured and such Security is redeemed). If a Security is convertible as a result of a Fundamental Change, such conversion right shall commence and terminate as set forth in Section 4.01(d). Securities in respect of which a Fundamental Change Purchase Notice or a Put Right Repurchase Notice, as the case may be, has been delivered delivered, if convertible pursuant to this Article 4, may not be surrendered for conversion pursuant to this Article 4 prior to a valid withdrawal of such Fundamental Change Notice or Put Right Purchase Notice, as the case may be, in accordance with the provisions of Article 3. (g) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. (h) A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities into Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4. (i) The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(i4.01(j) and Section 4.06. (ij) If a Fundamental Change occurs on or prior to the Final Maturity Date as a result of April 6, 2011, there shall have occurred a transaction described in clauses (1), (2), (3) or (45) of the definition of the term “a Change of in Control” , and a Holder elects to convert its Securities “"in connection with” " such Change in Control transaction, the Company shall pay a “"Make Whole Premium” ." by increasing the applicable Conversion Rate for the Securities surrendered for conversion by a number of additional shares of Common Stock as provided in this Section 4.01(i) below (the “"Additional Shares”"). A conversion of Securities shall be deemed for these purposes to be “in connection with” such a transaction if the notice of conversion is received by the Conversion Agent from and including the Fundamental Change Effective Date and prior to the close of business on the Business Day prior to the Fundamental Change Purchase Date. The number of Additional Shares per $1,000 principal amount of Securities constituting the Make Whole Premium shall be determined by reference to the table below and shall be below, based on the date on which the Fundamental Change Effective Date occurs of such Change in Control and the price (the “Stock Price”) paid, or deemed to be paid, per share of Common Stock in such transaction. If holders of Common Stock receive only cash in ; provided that if the Fundamental Change transaction, the Stock Price shall be the cash amount paid per share of Common Stock. Otherwise, the Stock Price shall be the average of the Closing Prices of the Common Stock for each of the ten consecutive Trading Days prior to but excluding the Fundamental Change Effective Date. The following table sets forth the Additional Share amounts, if any, by which the applicable Conversion Rate shall be increased for each Stock Price and Fundamental Change Effective Date. $ 8.34 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 $10.00 21.8766 21.2897 20.6449 19.8041 18.8469 17.7580 16.4333 14.7856 12.5094 9.5064 $12.50 15.5826 14.8177 13.9660 12.9350 11.7602 10.3984 8.7622 6.7336 3.9962 0.0000 $15.00 12.0868 11.3311 10.4818 9.4946 8.3802 7.1105 5.6342 3.9167 1.9054 0.0000 $17.50 9.9104 9.2110 8.4281 7.5334 6.5477 5.4371 4.1977 2.8207 1.3825 0.0000 $20.00 8.4308 7.7856 7.0887 6.2911 5.4288 4.4651 3.4377 2.3249 1.1744 0.0000 $25.00 6.5854 6.0598 5.4850 4.8526 4.1729 3.4359 2.6467 1.8100 0.9347 0.0000 $30.00 5.4437 4.9992 4.5222 3.9964 3.4373 2.8328 2.1884 1.5032 0.7793 0.0000 $35.00 4.6491 4.2678 3.8594 3.4101 2.9349 2.4213 1.8724 1.2880 0.6680 0.0000 $40.00 4.0637 3.7293 3.3731 2.9793 2.5658 2.1168 1.6380 1.1265 0.5845 0.0000 $45.00 3.6121 3.3143 2.9986 2.6475 2.2810 1.8811 1.4556 1.0009 0.5193 0.0000 $50.00 3.2543 2.9856 2.7000 2.3837 2.0519 1.6928 1.3104 0.9007 0.4675 0.0000 $75.00 2.1801 2.0000 1.8081 1.5949 1.3715 1.1273 0.8705 0.5970 0.3082 0.0000 $ 100.00 1.6449 1.5061 1.3618 1.1995 1.0310 0.8469 0.6498 0.4427 0.2238 0.0000 If the actual Stock Price or Fundamental Change Effective Date is are not set forth in on the table above, then: table: (i) if the actual Stock Price on the Fundamental Change Effective Date is between two Stock Price amounts in Prices on the table or the actual Fundamental Change Effective Date is between two Fundamental Change Effective Dates in on the table, the Additional Share amounts Make Whole Premium will be determined by a straight-line interpolation between the Additional Share amounts Make Whole Premiums set forth for the higher and lower Stock Prices and the two Fundamental Change Effective Dates on the table based on a 365-day year; , as applicable, (ii) if the actual Stock Price on the Fundamental Change Effective Date exceeds $100.00 120.00 per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall Make Whole Premium will be made; and paid, and (iii) if the actual Stock Price on the Fundamental Change Effective Date is less than $8.34 37.91 per share of Common Stock, subject to adjustment as set forth herein, no adjustment Make Whole Premium will be paid. If Holders of Common Stock receive only cash in the Change in Control transaction, the Stock Price shall be the cash amount paid per share of Common Stock in connection with the Change in Control transaction. Otherwise, the Stock Price shall be equal to the Conversion Rate shall be madeaverage Closing Price of Common Stock over the 10 consecutive Trading Day period ending on the Trading Day immediately preceding, and excluding, the applicable Fundamental Change Effective Date. Make Whole Premium Upon a Fundamental Change (Number of Additional Shares) STOCK PRICE ON FUNDAMENTAL EFFECTIVE DATE CHANGE ---------------------------------------------------------------- EFFECTIVE DATE 1/31/2006 4/1/2007 4/1/2008 4/1/2009 4/1/2010 4/6/2011 -------------- --------- -------- -------- -------- -------- -------- $ 37.91 5.27 5.27 5.27 5.27 5.27 0.00 $ 45.00 3.66 3.39 3.10 2.73 2.21 0.00 $ 50.00 2.96 2.65 2.31 1.89 1.29 0.00 $ 55.00 2.47 2.15 1.80 1.38 0.80 0.00 $ 60.00 2.11 1.80 1.47 1.06 0.56 0.00 $ 65.00 1.85 1.55 1.23 0.87 0.43 0.00 $ 70.00 1.65 1.36 1.07 0.74 0.36 0.00 $ 75.00 1.49 1.22 0.95 0.65 0.32 0.00 $ 80.00 1.36 1.11 0.86 0.59 0.30 0.00 $ 90.00 1.17 0.95 0.74 0.51 0.26 0.00 $100.00 1.04 0.84 0.65 0.45 0.23 0.00 $120.00 0.86 0.69 0.54 0.37 0.19 0.00 The Stock Prices set forth in the first column of the table above will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted other than an adjustment pursuant to Section 4.06 hereofthe Make Whole Premium described above. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Share amounts Shares set forth in the table above will be adjusted in the same manner as the Conversion Rate as set forth in Section 4.06 hereof, other than as a result of an adjustment to the Conversion Rate by adding the Make Whole Premium as described above. Notwithstanding the foregoing, in no event shall will the Conversion Rate total number of shares of Common Stock issuable upon conversion of a Security exceed 119.9040 shares 26.3782 per $1,000 principal amount of Securities, subject to proportional adjustment in the same manner as the Conversion Rate as set forth in subsections clauses (a1) through (c4) of Section 4.06 4.06(a) hereof. (k) By delivering the amount of cash and/or the number of shares of Common Stock issuable on conversion to the Trustee, the Company will be deemed to have satisfied its obligation to pay the principal amount of the Securities so converted and its obligation to pay accrued and unpaid interest (including Additional Interest and Contingent Interest, if any), attributable to the period from the most recent Interest Payment Date through the Conversion Date (which amount will be deemed paid in full rather than cancelled, extinguished or forfeited). (l) Notwithstanding anything else contained herein, the Securities shall not become subject to conversion by reason of a merger, consolidation, or other transaction effected with one of the Company's direct or indirect Subsidiaries for the purpose of changing the Company's state of incorporation to any other state within the United States or the District of Columbia.

Conversion Privilege and Conversion Rate. (a) Any Security or portion thereof that is an integral multiple of $1,000 principal amount may be converted by Subject to the Holder thereof conditions and during the periods described in accordance subsections (a)(i), (ii), (iii) and (iv), (b), (c) and (d) below, and upon compliance with the provisions of this Article 45, a Holder shall have the right to surrender for conversion all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Note at any time until the close of business on the Business Day immediately preceding the Free Convertibility Date. Upon On and after the Free Convertibility Date and until the close of business on the second Scheduled Trading Day immediately prior to the Stated Maturity Date, a Holder shall have the right to surrender all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Note for conversion, Holders shall be entitled regardless of whether any of the conditions described in subsections (a)(i), (ii), (iii) and (iv), (b), (c) and (d) below have been satisfied, upon compliance with the provisions of this Article 5. (i) Prior to receive the amount close of cash andbusiness on the Business Day immediately preceding the Free Convertibility Date, a Holder may surrender all or any portion of its Notes for conversion during any calendar quarter commencing after the quarter ending March 31, 2014 if applicable, shares the Closing Sale Price of the Common Stock determined for at least twenty (20) Trading Days (whether or not consecutive) in the manner provided period of thirty (30) consecutive Trading Days ending on the last Trading Day of the calendar quarter immediately preceding the calendar quarter in Section 4.12. Securities may be converted which the conversion occurs, is more than 130% of the Conversion Price of the Notes in effect on each applicable Trading Day. (ii) If, prior to the close of business on the Business Day immediately preceding the Final Maturity Date at Free Convertibility Date, the Conversion Rate Trading Price per $1,000 in effect at the time of such conversion only under the following circumstances: (1) on any Business Day in any fiscal quarter commencing at any time after October 31, 2007, and only during such fiscal quarter, if, as principal amount of the last day of the immediately preceding fiscal quarter, the Closing Price of the Common Stock for at least 20 Trading Days in the period of 30 consecutive Trading Days ending Notes on the last each Trading Day of such preceding fiscal quarter was more than 130% of the applicable Conversion Price on the last day of such preceding fiscal quarter; (2) on any Business Day during the five Business Day period after any five consecutive Trading Day period in which the Trading Price per $1,000 principal amount of Securities, as determined by the Trustee following a request by a Holder in accordance with the procedures described in Section 4.01(b), for each Trading Day of that period was is less than 9598% of the product of (x) the Closing Sale Price of the Common Stock on such day and Trading Day multiplied by (y) the then applicable Conversion Rate per $1,000 principal amount of Securities. (3) if the Company distributes to all holders of Common Stock any rights entitling them to purchasein effect on such Trading Day, a Holder may surrender its Notes for a period expiring within 45 days of such distribution, Common Stock, or securities convertible into Common Stock, at less than, or having a conversion price per share less than, the Closing Price of the Common Stock on the Trading Day immediately preceding the declaration date for such distribution; (4) if the Company distributes to all holders of Common Stock assets, cash, debt securities or rights to purchase the Company’s securities, which distribution has a per share value as determined by the Board of Directors exceeding 15% of the Closing Price per share of Common Stock on the Trading Day immediately preceding the declaration date for such distribution; (5) if a Fundamental Change occurs; or (6) at any time during the period beginning on June 15, 2016 and ending at following 5 consecutive Business Days (the close of business on the Business Day immediately preceding the Final Maturity Date. (b) In connection with clause (1) of Section 4.01(a“Trading Price Condition”), the Company shall determine at the beginning of each fiscal quarter commencing at any time after October 31, 2007 whether the Securities are convertible pursuant to such clause (1) and shall notify the Trustee. In addition, in connection with clause (2) of Section 4.01(a), the Trustee The Bid Solicitation Agent shall have no obligation to determine the Trading Price of the Securities and whether the Securities are convertible pursuant to such clause (2) solicit market bid quotations unless the Company has requested such determination in writing, and the Company shall have no obligation to make such request unless a Holder of the Securities provides the Company and the Trustee with reasonable evidence that the Trading Price per $1,000 principal amount of Securities the Notes on any Trading Day would be less than 9598% of the product of the then-current Conversion Rate multiplied by the Closing Sale Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of Securitieson that date. At such time, the Company shall instruct the Trustee Bid Solicitation Agent to solicit market bid quotations for the Notes from three independent nationally recognized securities dealers that the Company selects. The Company shall determine the Trading Price per $1,000 principal amount of the Securities Notes based upon the market bid quotations received from the Bid Solicitation Agent beginning on the next such Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Securities Notes is greater than 95or equal to 98% of the product of the Closing Sale Price of the Common Stock and the then applicable Conversion Rate Rate. If on any date of determination of the Trading Price (i) the Bid Solicitation Agent cannot reasonably obtain at least one bid for $2,000,000 principal amount of Notes from an independent nationally recognized securities dealer, (ii) if the Company has failed to request the Bid Solicitation Agent to obtain bids when required or (iii) if the Company requested the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent has failed to obtain such bids, then, in each case, the Notes shall be convertible under the Trading Price Condition for the next 5 consecutive Business Days following such date of determination. The Company shall determine the Trading Price of the Notes and whether the Trading Price Condition has been met, and, if so, the Company shall so notify the Holders, the Trustee and the Bid Solicitation Agent. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of the SecuritiesNotes is greater than or equal to 98% of the product of the Closing Sale Price of the Common Stock and the applicable Conversion Rate for such date, the Company shall so notify the Holders, the Trustee and the Bid Solicitation Agent. (iii) If the Company calls all or a portion of the Notes for redemption pursuant to Article 6, Holders may convert their Notes that have been called for redemption at any time after the Redemption Notice Date and prior to the close of business on the second Scheduled Trading Day prior to the Redemption Date, even if such Notes are not otherwise convertible at such time. After such second Scheduled Trading Day, the Holder’s right to convert shall expire unless the Company defaults in the payment of the Redemption Price. Notwithstanding the foregoing, if the Company calls only less than all Outstanding Notes for redemption and a Holder (or a beneficial owner of a beneficial interest in a Global Security) is not able to determine, prior to the close of business on the 29th Scheduled Trading Day immediately preceding the relevant Redemption Date, whether the Notes owned by such Holder (or beneficially owned by such beneficial owner) are subject to redemption (and they are convertible in accordance with the first sentence of this clause (iii)) for any reason, then such Holder (or such beneficial owner) shall be entitled to convert such Notes after the Redemption Notice Date until the second Scheduled Trading Day immediately preceding the Redemption Date, regardless of whether such Notes (or beneficial interest) are subject to redemption. (iv) The Notes shall be convertible prior to the close of business on the Business Day immediately preceding the Free Convertibility Date under the circumstances and during the periods set forth in subsections (b), (c) In and (d) of this Section 5.01. (b) If, prior to the close of business on the Business Day immediately preceding the Free Convertibility Date, the Company elects to issue or distribute, as the case may be, to all or substantially all holders of Common Stock: (i) rights, options or warrants entitling them to subscribe for or purchase, for a distribution contemplated by period expiring within 45 days from the announcement date for such distribution, Common Stock at a price per share that is less than the average of the Closing Sale Prices of Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the announcement date for such issuance; or (ii) cash, debt securities (or other evidence of indebtedness) or other assets or securities (including, for the avoidance of doubt, any rights, options or warrants that are not described in clause (3i) above, but excluding dividends or (4) distributions described in Section 5.06(a)), which distribution has a per share value exceeding 10% of Section 4.01(a)the Closing Sale Price of Common Stock as of the Trading Day immediately preceding the declaration date for such distribution, then, in either case, the Company shall notify Holders and the Trustee either (x) at least 35 days Scheduled Trading Days prior to the exEx-dividend date (defined below) Dividend Date for such distribution or (y) at least 10 Scheduled Trading Days prior to the “Distribution Notice”Ex-Dividend Date for such distribution; provided that, if the Company provides such notice in accordance with this clause (y) but not in accordance with the immediately preceding clause (x), notwithstanding anything to the contrary in Section 5.04 or any other provision of this Indenture, the Company shall be required to settle all conversions of Notes with a Conversion Date occurring during the period from, and including, the date of such notice to, and including, the Ex-Dividend Date for such distribution using Stock Settlement and the Company shall so notify the Holders in such notice. Once the Company has given the Distribution Noticesuch notice, Holders may surrender their Securities Notes for conversion at any time until the earlier of the close of business on the Business Day prior to immediately preceding the exEx-dividend date or Dividend Date and the Company’s announcement that such issuance or distribution will not take place. In the event of a distribution contemplated by clause (3) or (4) of Section 4.01(a), Holders A Holder may not convert the Securities any of its Notes under this subsection (b) if the Company provides that Holders will otherwise participate of the Notes shall participate, at the same time and upon the same terms as holders of Common Stock and as a result of holding the Notes, in such the relevant distribution on an described above without having to convert their Notes as converted basis (assuming for this purpose that the Securities were convertible solely into if they held a number of shares of Common Stock equal to the then applicable Conversion Rate). The “ex-dividend date” is Rate on the first record date upon which a sale of for the Common Stock does not automatically transfer distribution multiplied by the right to receive the relevant distribution from the seller of the Common Stock to its buyer. The Company will provide written notice to the Conversion Agent as soon as reasonably practicable of any anticipated or actual event or transaction that will cause or causes the Securities to become convertible pursuant to clauses principal amount (3) or (4expressed in thousands) of Section 4.01(a)Notes held by such Holder. (dc) In the case of If a transaction or event that constitutes a Fundamental Change, the Company shall provide notice thereof (Change or a “Fundamental Change Conversion Notice”) to the Holders of Securities and the Trustee at least 15 days Make-Whole Adjustment Event occurs prior to date that is anticipated to be the Fundamental Change Effective Date. Holders may surrender Securities for conversion at any time beginning 15 days before the date that is anticipated to be the Fundamental Change Effective Date until the Trading Day prior to the Fundamental Change Purchase Date. (e) The conversion rights pursuant to this Article 4 shall commence on the Issue Date of the Securities and expire at the close of business on the Business Day immediately preceding the Final Maturity Free Convertibility Date, but shall be exercisable only during the time periods specified with respect to each circumstance pursuant to which the Securities become convertible, subject, in the case of conversion of any Global Security, to any Applicable Procedures. (f) Securities in respect of which a Fundamental Change Purchase Notice has been delivered Holder may not be surrendered surrender its Notes for conversion pursuant to this Article 4 prior to a valid withdrawal at any time from and after the date that is the later of such Fundamental Change Notice, in accordance with the provisions of Article 3. (g) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. (h) The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(i) and Section 4.06. (i) If a Fundamental Change occurs date 35 Scheduled Trading Days prior to the Final Maturity Date as a result anticipated effective date of a such transaction described in clauses (1), (2) or (4) event and the Business Day after the Company gives notice of the definition of the term “Change of Control” and a Holder elects to convert its Securities “transaction or event, in connection with” such transactioneither case, the Company shall pay a “Make Whole Premium” by increasing the applicable Conversion Rate for the Securities surrendered for conversion by a number of additional shares of Common Stock as provided in this Section 4.01(i) (the “Additional Shares”). A conversion of Securities shall be deemed for these purposes to be “in connection with” such a transaction if the notice of conversion is received by the Conversion Agent from and including the Fundamental Change Effective Date and prior to until the close of business on the Business Day prior to immediately preceding the related Fundamental Change Purchase Date or, if there is no such Fundamental Change Purchase Date, the 30th Scheduled Trading Day immediately following the effective date of such transaction or event. The number of Additional Shares per $1,000 principal amount of Securities constituting the Make Whole Premium Company shall be determined by reference use commercially reasonable efforts to the table below and shall be based on the date on which the Fundamental Change Effective Date occurs and the price (the “Stock Price”) paid, or deemed give notice to be paid, per share of Common Stock in such transaction. If holders of Common Stock receive only cash in the Fundamental Change transaction, the Stock Price shall be the cash amount paid per share of Common Stock. Otherwise, the Stock Price shall be the average Holders of the Closing Prices of the Common Stock anticipated effective date for each of the ten consecutive such transaction or event at least 35 Scheduled Trading Days prior to but excluding the Fundamental Change Effective Date. The following table sets forth the Additional Share amountsanticipated effective date or, if any, by which the applicable Conversion Rate shall be increased for each Stock Price and Fundamental Change Effective Date. $ 8.34 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 $10.00 21.8766 21.2897 20.6449 19.8041 18.8469 17.7580 16.4333 14.7856 12.5094 9.5064 $12.50 15.5826 14.8177 13.9660 12.9350 11.7602 10.3984 8.7622 6.7336 3.9962 0.0000 $15.00 12.0868 11.3311 10.4818 9.4946 8.3802 7.1105 5.6342 3.9167 1.9054 0.0000 $17.50 9.9104 9.2110 8.4281 7.5334 6.5477 5.4371 4.1977 2.8207 1.3825 0.0000 $20.00 8.4308 7.7856 7.0887 6.2911 5.4288 4.4651 3.4377 2.3249 1.1744 0.0000 $25.00 6.5854 6.0598 5.4850 4.8526 4.1729 3.4359 2.6467 1.8100 0.9347 0.0000 $30.00 5.4437 4.9992 4.5222 3.9964 3.4373 2.8328 2.1884 1.5032 0.7793 0.0000 $35.00 4.6491 4.2678 3.8594 3.4101 2.9349 2.4213 1.8724 1.2880 0.6680 0.0000 $40.00 4.0637 3.7293 3.3731 2.9793 2.5658 2.1168 1.6380 1.1265 0.5845 0.0000 $45.00 3.6121 3.3143 2.9986 2.6475 2.2810 1.8811 1.4556 1.0009 0.5193 0.0000 $50.00 3.2543 2.9856 2.7000 2.3837 2.0519 1.6928 1.3104 0.9007 0.4675 0.0000 $75.00 2.1801 2.0000 1.8081 1.5949 1.3715 1.1273 0.8705 0.5970 0.3082 0.0000 $ 100.00 1.6449 1.5061 1.3618 1.1995 1.0310 0.8469 0.6498 0.4427 0.2238 0.0000 If the actual Stock Price Company does not have knowledge of such transaction or Fundamental Change Effective Date is not set forth in the table above, then: (i) if the actual Stock Price on the Fundamental Change Effective Date is between two Stock Price amounts in the table or the actual Fundamental Change Effective Date is between two Fundamental Change Effective Dates in the table, the Additional Share amounts will be determined by a straight-line interpolation between the Additional Share amounts set forth for the higher and lower Stock Prices and the two Fundamental Change Effective Dates on the table based on a 365-day year; (ii) if the actual Stock Price on the Fundamental Change Effective Date exceeds $100.00 per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall be made; and (iii) if the actual Stock Price on the Fundamental Change Effective Date is less than $8.34 per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall be made. The Stock Prices set forth in the first column of the table above will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted pursuant to Section 4.06 hereof. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately event at least 35 Scheduled Trading Days prior to the adjustment giving rise to anticipated effective date, within one Business Day of the Stock Price adjustment and date upon which the denominator Company receives written notice, or otherwise becomes aware, of which is such transaction or event (but in no event later than the Conversion Rate as so adjusted. The number fifth Business Day following the actual effective date of Additional Share amounts set forth in the table above will be adjusted in the same manner as the Conversion Rate as set forth in Section 4.06 hereof. Notwithstanding such transaction or event); provided that, notwithstanding the foregoing, in no event shall the Conversion Rate exceed 119.9040 shares per $1,000 principal amount Company be required to provide such notice to the Holders before the earlier of Securities, subject to adjustment in (i) such fifth Business Day and (ii) the same manner earlier of such time as the Conversion Rate Company or its affiliates (x) have publicly disclosed or acknowledged the circumstances giving rise to such transaction or event and (y) are required to publicly disclose under applicable law or the rules of any securities exchange on which the Common Stock is then listed or admitted for trading the circumstances giving rise to such transaction or event. (d) If the Company is a party to a consolidation, merger or binding share exchange or a sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets that does not also constitute a Fundamental Change or a Make-Whole Adjustment Event, in each case pursuant to which the Common Stock would be converted into cash, securities or other property, a Holder shall have the right to surrender its Notes for conversion at any time from and including the later of the date that is the 35th Scheduled Trading Day prior to the anticipated effective date of such transaction, and the Business Day after the Company gives written notice of the transaction, in either case, to and including the 30th Scheduled Trading Day following the effective date of such transaction. The Company shall use commercially reasonable efforts to notify Holders at least 35 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction, at least 35 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of the date upon which the Company receives written notice, or otherwise becomes aware, of such transaction (but in no event later than the fifth Business Day following the actual effective date of such transaction); provided that, notwithstanding the foregoing, in no event will the Company be required to provide such notice to the Holders before the earlier of (i) such fifth Business Day and (ii) the earlier of such time as set forth in subsections the Company or its affiliates (ax) through have publicly disclosed or acknowledged the circumstances giving rise to such transaction and (cy) are required to publicly disclose under applicable law or the rules of Section 4.06 hereofany securities exchange on which the Common Stock is then listed or admitted for trading the circumstances giving rise to such transaction.

Conversion Privilege and Conversion Rate. (a) Any Security or portion thereof that is an integral multiple of $1,000 principal amount may be converted by the Holder thereof in accordance with the provisions of this Article 4. Upon conversion, Holders shall be entitled to receive the amount of cash and, if applicable, shares of Common Stock determined in the manner provided in Section 4.12. Securities may be converted prior to the close of business on the third Business Day immediately preceding the Final Maturity Date at the Conversion Rate in effect at the time of such conversion only under the following circumstances: (1) on any Business Day in any fiscal calendar quarter commencing at any time after October 31June 30, 2007, and only during such fiscal calendar quarter, if, as of the last day of the immediately preceding fiscal calendar quarter, the Closing Price of the Common Stock for at least 20 Trading Days in the period of 30 consecutive Trading Days ending on the last Trading Day of such preceding fiscal calendar quarter was more than 130% of the applicable Conversion Price on the last day of such preceding fiscal calendar quarter; (2) on any Business Day during the five Business Day period after any five consecutive Trading Day period in which the Trading Price per $1,000 principal amount of Securities, as determined by the Trustee following a request by a Holder in accordance with the procedures described in Section 4.01(b4.01(e)(ii), for each Trading Day of that period was less than 9598% of the product of the Closing Price of the Common Stock on such day and the then applicable Conversion Rate per $1,000 principal amount of Securities. (3) if the Company distributes to all holders of Common Stock any rights entitling them to purchase, for a period expiring within 45 days of such distribution, Common Stock, or securities convertible into Common Stock, at less than, or having a conversion price per share less than, the Closing Price of the Common Stock on the Trading Day immediately preceding the declaration date for such distribution; (4) if the Company distributes to all holders of Common Stock assets, cash, debt securities or rights to purchase the Company’s securities, which distribution has a per share value as determined by the Board of Directors exceeding 15% of the Closing Price per share of the Common Stock on the Trading Day immediately preceding the declaration date for such distribution; (5) if the Company is a party to any transaction or event (including, but not limited to, any consolidation, merger or binding share exchange, other than changes resulting from a subdivision or combination) that is not otherwise a Fundamental Change pursuant to which all or substantially all shares of the Common Stock would be converted into cash, securities or other property (provided that the Securities shall not become convertible by reason of a merger, consolidation or other transaction effected by the Company with one of its direct or indirect Subsidiaries for the purpose of changing the Company’s state of incorporation or organization to any other state within the United States or the District of Columbia); (6) if a Fundamental Change occurs; or (67) at any time during the period beginning on June 15___, 2016 ___and ending at the close of business on the third Business Day immediately preceding the Final Maturity Date. (b) In connection with clause (1) of Section 4.01(a), the Company shall determine at the beginning of each fiscal quarter commencing at any time after October 31, 2007 whether the Securities are convertible pursuant to such clause (1) and shall notify the Trustee. In addition, in connection with clause (2) of Section 4.01(a), the The Trustee shall have no obligation to determine the Trading Price of the Securities and whether the Securities are convertible pursuant to such clause (2) of Section 4.01(a) unless the Company has requested such determination and the Company shall have no obligation to make such request unless a Holder of the Securities provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 9598% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of Securities. At such time, the Company shall instruct the Trustee to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Securities is greater than 9598% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of the Securities. (c) In the case of a distribution contemplated by clause (3) or (4) of Section 4.01(a), the Company shall notify Holders and the Trustee at least 35 days prior to the ex-dividend date (defined below) for such distribution (the “Distribution Notice”). Once the Company has given the Distribution Notice, Holders may surrender their Securities for conversion at any time until the earlier of the close of business on the Business Day prior to the ex-dividend date or the Company’s announcement that such distribution will not take place. In the event of a distribution contemplated by clause (3) or (4) of Section 4.01(a), Holders may not convert the Securities if the Holders will otherwise participate in such distribution on an as converted basis (assuming for this purpose that the Securities were convertible solely into a number of shares of Common Stock equal to the then applicable Conversion Rate). The “ex-dividend date” is the first date upon which a sale of the Common Stock does not automatically transfer the right to receive the relevant distribution from the seller of the Common Stock to its buyer. The Company will provide written notice to the Conversion Agent as soon as reasonably practicable of any anticipated or actual event or transaction that will cause or causes the Securities to become convertible pursuant to clauses (3) or (4) of Section 4.01(a). (d) In the case of a transaction contemplated by clause (5) of Section 4.01(a), the Company will notify Holders and the Trustee as promptly as practicable following the date the Company publicly announces such transaction (but in no event less than 15 days prior to the anticipated effective date of such transaction). Holders may surrender Securities for conversion at any time from and after the date which is 15 days prior to the anticipated effective date of such transaction until the earlier of the date which is 15 days after the actual effective date of such transaction or the date of the Company’s announcement that such transaction will not take place. (e) In the case of a Fundamental Change, the Company shall provide notice thereof (a “Fundamental Change Conversion Notice”) to the Holders of Securities and the Trustee at least 15 days prior to date that is anticipated to be the Fundamental Change Effective Date. Holders may surrender Securities for conversion at any time beginning 15 days before the date that is anticipated to be the Fundamental Change Effective Date until the Trading Day prior to the Fundamental Change Purchase Date. (ef) The conversion rights pursuant to this Article 4 shall commence on the Issue Date of the Securities and expire at the close of business on the third Business Day immediately preceding the Final Maturity Date, but shall be exercisable only during the time periods specified with respect to each circumstance pursuant to which the Securities become convertible, subject, in the case of conversion of any Global Security, to any Applicable Procedures. (fg) Securities in respect of which a Fundamental Change Purchase Notice has been delivered may not be surrendered for conversion pursuant to this Article 4 prior to a valid withdrawal of such Fundamental Change Notice, in accordance with the provisions of Article 3. (gh) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. (hi) The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(i4.01(j) and Section 4.06. (ij) If a Fundamental Change occurs prior to the Final Maturity Date as a result of a transaction described in clauses (1), (2) or (4) of the definition of the term “Change of Control” and a Holder elects to convert its Securities “in connection with” such transaction, the Company shall pay a “Make Whole Premium” by increasing the applicable Conversion Rate for the Securities surrendered for conversion by a number of additional shares of Common Stock as provided in this Section 4.01(i) (the “Additional Shares”). A conversion of Securities shall be deemed for these purposes to be “in connection with” such a transaction if the notice of conversion is received by the Conversion Agent from and including the Fundamental Change Effective Date and prior to the close of business on the Business Day prior to the Fundamental Change Purchase Date. The number of Additional Shares per $1,000 principal amount of Securities constituting the Make Whole Premium shall be determined by reference to the table below and shall be based on the date on which the Fundamental Change Effective Date occurs and the price (the “Stock Price”) paid, or deemed to be paid, per share of Common Stock in such transaction. If holders of Common Stock receive only cash in the Fundamental Change transaction, the Stock Price shall be the cash amount paid per share of Common Stock. Otherwise, the Stock Price shall be the average of the Closing Prices of the Common Stock for each of the ten consecutive Trading Days prior to but excluding the Fundamental Change Effective Date. The following table sets forth the Additional Share amounts, if any, by which the applicable Conversion Rate shall be increased for each Stock Price and Fundamental Change Effective Date. Date / / / / / / / / / / / / / / / / $ 8.34 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 $10.00 21.8766 21.2897 20.6449 19.8041 18.8469 17.7580 16.4333 14.7856 12.5094 9.5064 $12.50 15.5826 14.8177 13.9660 12.9350 11.7602 10.3984 8.7622 6.7336 3.9962 0.0000 $15.00 12.0868 11.3311 10.4818 9.4946 8.3802 7.1105 5.6342 3.9167 1.9054 0.0000 $17.50 9.9104 9.2110 8.4281 7.5334 6.5477 5.4371 4.1977 2.8207 1.3825 0.0000 $20.00 8.4308 7.7856 7.0887 6.2911 5.4288 4.4651 3.4377 2.3249 1.1744 0.0000 $25.00 6.5854 6.0598 5.4850 4.8526 4.1729 3.4359 2.6467 1.8100 0.9347 0.0000 $30.00 5.4437 4.9992 4.5222 3.9964 3.4373 2.8328 2.1884 1.5032 0.7793 0.0000 $35.00 4.6491 4.2678 3.8594 3.4101 2.9349 2.4213 1.8724 1.2880 0.6680 0.0000 $40.00 4.0637 3.7293 3.3731 2.9793 2.5658 2.1168 1.6380 1.1265 0.5845 0.0000 $45.00 3.6121 3.3143 2.9986 2.6475 2.2810 1.8811 1.4556 1.0009 0.5193 0.0000 $50.00 3.2543 2.9856 2.7000 2.3837 2.0519 1.6928 1.3104 0.9007 0.4675 0.0000 $75.00 2.1801 2.0000 1.8081 1.5949 1.3715 1.1273 0.8705 0.5970 0.3082 0.0000 $ 100.00 1.6449 1.5061 1.3618 1.1995 1.0310 0.8469 0.6498 0.4427 0.2238 0.0000 If the actual Stock Price or Fundamental Change Effective Date is not set forth in the table above, then: (i) if the actual Stock Price on the Fundamental Change Effective Date is between two Stock Price amounts in the table or the actual Fundamental Change Effective Date is between two Fundamental Change Effective Dates in the table, the Additional Share amounts will be determined by a straight-line interpolation between the Additional Share amounts set forth for the higher and lower Stock Prices and the two Fundamental Change Effective Dates on the table based on a 365-day year; (ii) if the actual Stock Price on the Fundamental Change Effective Date exceeds $100.00 ___ per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall be made; and (iii) if the actual Stock Price on the Fundamental Change Effective Date is less than $8.34 $ per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall be made. The Stock Prices set forth in the first column of the table above will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted pursuant to Section 4.06 hereof. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Share amounts set forth in the table above will be adjusted in the same manner as the Conversion Rate as set forth in Section 4.06 hereof. Notwithstanding the foregoing, in no event shall the Conversion Rate exceed 119.9040 ___shares per $1,000 principal amount of Securities, subject to adjustment in the same manner as the Conversion Rate as set forth in subsections (a) through (ce) of Section 4.06 hereof.

Conversion Privilege and Conversion Rate. (a) Any Subject to and upon compliance with the provisions of this Article, at the option of the Holder thereof, any Security (or any portion thereof that is an equal to $1,000 or any integral multiple of $1,000 principal amount in excess thereof) may be converted by into fully paid and nonassessable shares (calculated as to each conversion to the Holder thereof in accordance with the provisions nearest 1/100th of this Article 4. Upon conversion, Holders shall be entitled to receive the amount of cash and, if applicable, shares a share) of Common Stock determined in of the manner provided in Section 4.12. Securities may be converted prior to the close of business on the Business Day immediately preceding the Final Maturity Date Company at the Conversion Rate Rate, determined as hereinafter provided, in effect at the time of such conversion only under and subject to the following circumstancesadjustments described below, as follows: (1) on any Business Day in any fiscal quarter commencing at any time after October 31, 2007, and only during such fiscal quarter, if, as of the last day of the immediately preceding fiscal quarteron or prior to August 1, 2008, the Closing Price Per Share of the Common Stock for at least 20 Trading Days in the period of the 30 consecutive Trading Days ending on the last Trading Day first day of such preceding fiscal quarter a Conversion Period was more than 130110% of the applicable then current Conversion Price on Price, then the last day of Holder thereof will be entitled to convert such preceding fiscal quarterSecurity during that Conversion Period; (2) if, on any Business Day during date after August 1, 2008 and prior to the five Business Day period after any five consecutive Trading Day period in which the Trading Price per $1,000 principal amount of SecuritiesStated Maturity, as determined by the Trustee following a request by a Holder in accordance with the procedures described in Section 4.01(b), for each Trading Day of that period was less than 95% of the product of the Closing Price Per Share of the Common Stock on such day and is more than 110% of the then applicable current Conversion Rate per $1,000 principal amount of Securities.Price, then the Holder thereof will be entitled to convert such Security at all times thereafter; (3) if the Company distributes to all or substantially all holders of Common Stock any rights rights, options or warrants entitling them to purchase, for a period expiring within 45 days of such distribution, purchase Common Stock, or securities convertible into Common Stock, Stock at less than, or having a conversion price per share less than, than the Closing Price Per Share of the Common Stock on the last Trading Day immediately preceding the declaration date for of such distribution, then the Holder thereof will be entitled to convert such Security during the period specified in this Section; (4) if the Company distributes to all or substantially all holders of Common Stock cash, assets, cash, debt securities or rights to purchase the Company’s securitiescapital stock, which distribution has a per share value as determined by the Board of Directors exceeding 155% of the Closing Price per share Per Share of the Common Stock on the last Trading Day immediately preceding the declaration date for such distribution;, then the Holder thereof will be entitled to convert such Security during the period specified in this Section; or (5) if the Company becomes a Fundamental party to a consolidation, merger or sale of all or substantially all of the Company's assets where such consolidation, merger or sale of all or substantially all of the Company's assets constitutes a Change occurs; or (6) at any time in Control, then the Holder thereof will be entitled to convert such Security during the period beginning on June 15, 2016 and ending at the close of business on the Business Day immediately preceding the Final Maturity Date. (b) In connection with clause (1) of Section 4.01(a), the Company shall determine at the beginning of each fiscal quarter commencing at any time after October 31, 2007 whether the Securities are convertible pursuant to such clause (1) and shall notify the Trusteespecified in this Section. In addition, in connection with clause (2) of Section 4.01(a), the Trustee shall have no obligation to determine the Trading Price of the Securities and whether the Securities are convertible pursuant to such clause (2) unless the Company has requested such determination and the Company shall have no obligation to make such request unless a Holder of the Securities provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 95% of the product of the Closing Price of the Common Stock and the then applicable A "Conversion Rate per $1,000 principal amount of Securities. At such time, the Company shall instruct the Trustee to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Period" for the Securities is greater than 95% the period from and including the eleventh Trading Day in any fiscal quarter of the product Company to, but excluding, the eleventh Trading Day of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of the Securities. (c) immediately following fiscal quarter. In the case of a distribution contemplated by clause clauses (3) or and (4) of Section 4.01(athis subsection (a), the Company shall will notify Holders and the Trustee at least 35 20 days prior to the ex-dividend date (defined below) for such distribution (the “"Distribution Notice”"). Once the Company has given the Distribution Notice, Holders may surrender their Securities for conversion at any time until the earlier of the close of business on the last Business Day prior to preceding the ex-dividend date or the Company’s 's announcement that such distribution will not take place. In Notwithstanding the foregoing, in the event of a distribution contemplated by clause clauses (3) or and (4) of Section 4.01(athis subsection (a), Holders may not convert the Securities if the Holders will otherwise may participate in such distribution on an as converted basis (assuming for this purpose that without converting their Securities. In the Securities were convertible solely into event of a number of shares of Common Stock equal to the then applicable Conversion Rate). The “ex-dividend date” is the first date upon which a consolidation, merger or sale of the Common Stock does not automatically transfer the right to receive the relevant distribution from the seller all or substantially all of the Common Stock to its buyer. The Company will provide written notice to the Conversion Agent Company's assets as soon as reasonably practicable of any anticipated or actual event or transaction that will cause or causes the Securities to become convertible pursuant to clauses contemplated by clause (3) or (45) of Section 4.01(athis subsection (a). (d) In the case of a Fundamental Change, the Company shall provide notice thereof (a “Fundamental Change Conversion Notice”) to the will notify Holders of Securities and the Trustee at least 15 20 days prior to the anticipated closing date that is anticipated to be of such transaction (the Fundamental Change Effective Date"Merger Notice"). Once the Company has given the Merger Notice, the Holders may may, in the event of such consolidation, merger or sale of all or substantially all of the Company's assets, surrender Securities for conversion at any time beginning from and after the date which is 15 days before prior to the anticipated closing date of such transaction until the date which is 15 days after the actual closing date of such transaction. With respect to clause (1) of this subsection (a), the Conversion Agent will determine, on behalf of the Company, on the first Business Day succeeding the first day of the Conversion Period whether the Securities are convertible as set forth in such clause (1) as a result of the Closing Price Per Share of the Common Stock and the then current Conversion Price and, if so, will notify the Company. With respect to clause (2) of this subsection (a), the Conversion Agent will determine, on behalf of the Company, daily on any date after August 1, 2008, whether the Securities are convertible as set forth in such clause (2) as a result of the Closing Price Per Share of the Common Stock and the then current Conversion Price and, if so, will notify the Company. (b) Subject to the further provisions of this Article, a Holder of a Security may also convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock for the five Business Day period after any five consecutive Trading Day period in which the average Trading Prices for the Securities for such five Trading Day period was less than 95% of the average Conversion Value for the Securities during such period; PROVIDED, HOWEVER, if on the Conversion Date, the Closing Price Per Share of Common Stock is greater than the then current Conversion Price and less than or equal to 110% of -75- the then current Conversion Price, a Holder surrenders its Securities for conversion and the Securities are not otherwise convertible, then such Holder will receive, at the Company's option, cash, Common Stock or a combination of cash and Common Stock with a value equal to the principal amount of such Holder's Securities on such Conversion Date. If the Company elects to pay the Holder in Common Stock or in a combination of cash and Common Stock, the Company will notify the Holder in writing, and the Common Stock will be valued at 100% of the average Closing Price Per Share of Common Stock for the five Trading Days immediately following the Conversion Date. The "Conversion Value" for the Securities is equal to the product of (i) the Closing Price Per Share of the Common Stock on a given day and (ii) the then current Conversion Rate. The "Trading Price" of the Securities on any Trading Day means the average of the secondary market bid quotations per Security obtained by the Conversion Agent for $5,000,000 principal amount of the Securities at approximately 3:30 p.m., New York City time, on such Trading Day from an independent nationally recognized securities dealer the Company selects; PROVIDED that is anticipated if the Conversion Agent cannot reasonably obtain a bid for $5,000,000 principal amount of the Securities from a nationally recognized securities dealer or if in the Company's reasonable judgment, the bid quotations are not indicative of the secondary market value of the Securities, then the Trading Price of the Securities will be deemed to be equal to the Fundamental Change Effective Date product of the then current Conversion Rate and the Closing Price Per Share of Common Stock on such Trading Day. The Conversion Agent shall have no obligation to determine the Trading Price of the Securities unless the Company has requested such determination; and the Company shall have no obligation to make such request unless a Holder provides the Company with reasonable evidence that the Trading Price of the Securities is reasonably likely to be less than 95% of the Conversion Value; at which time, the Company shall instruct the Conversion Agent to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Day prior Price is greater than or equal to 95% of the Fundamental Change Purchase DateConversion Value. (ec) The conversion rights pursuant right, subject to the conditions described in subsections (a) and (b) of this Article 4 Section, shall commence on the Issue Date initial issuance date of the Securities and expire at the close of business on the Business Day immediately preceding the Final Maturity Date, but shall be exercisable only during the time periods specified with respect to each circumstance pursuant to which the Securities become convertibledate of Maturity, subject, in the case of conversion of any Global Security, to any Applicable Procedures. (f) Securities . In case a Security or portion thereof is called for redemption at the election of the Company or the Holder thereof exercises his right to require the Company to repurchase the Security, such conversion right in respect of which a Fundamental Change Purchase Notice has been delivered the Security, or portion thereof so called, shall expire at the close of business on the Business Day immediately preceding the Redemption Date or the Repurchase Date, as the case may not be, unless the Company defaults in making the payment due upon redemption or repurchase, as the case may be surrendered for conversion pursuant (in each case subject as aforesaid to this Article 4 prior any Applicable Procedures with respect to a valid withdrawal of such Fundamental Change Notice, in accordance with the provisions of Article 3. (g) any Global Security). Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. . A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities into Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article. The rate at which shares of Common Stock shall be delivered upon conversion (hherein called the "Conversion Rate") shall be initially 25.0000 shares of Common Stock for each U.S.$1,000 principal amount of Securities. The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(i) and Section 4.06this Article. (i) If a Fundamental Change occurs prior to the Final Maturity Date as a result of a transaction described in clauses (1), (2) or (4) of the definition of the term “Change of Control” and a Holder elects to convert its Securities “in connection with” such transaction, the Company shall pay a “Make Whole Premium” by increasing the applicable Conversion Rate for the Securities surrendered for conversion by a number of additional shares of Common Stock as provided in this Section 4.01(i) (the “Additional Shares”). A conversion of Securities shall be deemed for these purposes to be “in connection with” such a transaction if the notice of conversion is received by the Conversion Agent from and including the Fundamental Change Effective Date and prior to the close of business on the Business Day prior to the Fundamental Change Purchase Date. The number of Additional Shares per $1,000 principal amount of Securities constituting the Make Whole Premium shall be determined by reference to the table below and shall be based on the date on which the Fundamental Change Effective Date occurs and the price (the “Stock Price”) paid, or deemed to be paid, per share of Common Stock in such transaction. If holders of Common Stock receive only cash in the Fundamental Change transaction, the Stock Price shall be the cash amount paid per share of Common Stock. Otherwise, the Stock Price shall be the average of the Closing Prices of the Common Stock for each of the ten consecutive Trading Days prior to but excluding the Fundamental Change Effective Date. The following table sets forth the Additional Share amounts, if any, by which the applicable Conversion Rate shall be increased for each Stock Price and Fundamental Change Effective Date. $ 8.34 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 $10.00 21.8766 21.2897 20.6449 19.8041 18.8469 17.7580 16.4333 14.7856 12.5094 9.5064 $12.50 15.5826 14.8177 13.9660 12.9350 11.7602 10.3984 8.7622 6.7336 3.9962 0.0000 $15.00 12.0868 11.3311 10.4818 9.4946 8.3802 7.1105 5.6342 3.9167 1.9054 0.0000 $17.50 9.9104 9.2110 8.4281 7.5334 6.5477 5.4371 4.1977 2.8207 1.3825 0.0000 $20.00 8.4308 7.7856 7.0887 6.2911 5.4288 4.4651 3.4377 2.3249 1.1744 0.0000 $25.00 6.5854 6.0598 5.4850 4.8526 4.1729 3.4359 2.6467 1.8100 0.9347 0.0000 $30.00 5.4437 4.9992 4.5222 3.9964 3.4373 2.8328 2.1884 1.5032 0.7793 0.0000 $35.00 4.6491 4.2678 3.8594 3.4101 2.9349 2.4213 1.8724 1.2880 0.6680 0.0000 $40.00 4.0637 3.7293 3.3731 2.9793 2.5658 2.1168 1.6380 1.1265 0.5845 0.0000 $45.00 3.6121 3.3143 2.9986 2.6475 2.2810 1.8811 1.4556 1.0009 0.5193 0.0000 $50.00 3.2543 2.9856 2.7000 2.3837 2.0519 1.6928 1.3104 0.9007 0.4675 0.0000 $75.00 2.1801 2.0000 1.8081 1.5949 1.3715 1.1273 0.8705 0.5970 0.3082 0.0000 $ 100.00 1.6449 1.5061 1.3618 1.1995 1.0310 0.8469 0.6498 0.4427 0.2238 0.0000 If the actual Stock Price or Fundamental Change Effective Date is not set forth in the table above, then: (i) if the actual Stock Price on the Fundamental Change Effective Date is between two Stock Price amounts in the table or the actual Fundamental Change Effective Date is between two Fundamental Change Effective Dates in the table, the Additional Share amounts will be determined by a straight-line interpolation between the Additional Share amounts set forth for the higher and lower Stock Prices and the two Fundamental Change Effective Dates on the table based on a 365-day year; (ii) if the actual Stock Price on the Fundamental Change Effective Date exceeds $100.00 per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall be made; and (iii) if the actual Stock Price on the Fundamental Change Effective Date is less than $8.34 per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall be made. The Stock Prices set forth in the first column of the table above will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted pursuant to Section 4.06 hereof. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Share amounts set forth in the table above will be adjusted in the same manner as the Conversion Rate as set forth in Section 4.06 hereof. Notwithstanding the foregoing, in no event shall the Conversion Rate exceed 119.9040 shares per $1,000 principal amount of Securities, subject to adjustment in the same manner as the Conversion Rate as set forth in subsections (a) through (c) of Section 4.06 hereof.

Conversion Privilege and Conversion Rate. (a) Any Subject to the obligation and the right of the Company to pay some or all of the conversion consideration in cash in accordance with Section 4.14, and upon compliance with the provisions of this Article 4, at the option of the Holder thereof, any Security or portion thereof that is an integral multiple of $1,000 principal amount may be converted by into fully paid and nonassessable shares (calculated as to each conversion to the Holder thereof in accordance with the provisions nearest 1/100th of this Article 4. Upon conversion, Holders shall be entitled to receive the amount of cash and, if applicable, shares a share) of Common Stock determined in the manner provided in Section 4.12. Securities may be converted prior to the close of business on the Business Day immediately preceding the Final Maturity Date or such earlier date set forth in this Article 4, unless previously redeemed by the Company or purchased by the Company at the Holders' option, at the Conversion Rate in effect at such time, determined as hereinafter provided, in effect at the time of such conversion and subject to the adjustments described below, only under the following circumstances: (1) on during any Business Day in any fiscal calendar quarter commencing at any time after October March 31, 20072005, and only during such fiscal calendar quarter, if, as of the last day of the immediately preceding fiscal calendar quarter, the Closing Price per share of the Common Stock for at least 20 Trading Days in the period of the 30 consecutive Trading Days ending on the last Trading Day of such preceding fiscal calendar quarter was more than 130120% of the applicable Conversion Price on the last day of such preceding fiscal quarterPrice; (2) until the close of business on any the Business Day immediately preceding the Redemption Date if the Company elects to redeem the relevant Security pursuant to Article 3; (3) if the Company distributes to all holders of Common Stock rights or warrants entitling them to purchase, for a period expiring within 45 days of the date of issuance, Common Stock at less than the Closing Price per share of the Common Stock on the day of issuance; (4) if the Company distributes to all holders of Common Stock, assets, debt securities or rights to purchase the Company's securities, which distribution has a per share value exceeding 7.5% of the Closing Price per share of the Common Stock on the Business Day preceding the declaration date for such distribution; (5) subject to the Company's rights under Section 3.08(d), if the Company is a party to a consolidation, merger or binding share exchange pursuant to which the Company's Common Stock would be converted into cash, securities or other property (unless the transaction also constitutes a Change of Control); (6) subject to the Company's rights under Section 3.08(d), if a Change of Control occurs; (7) at any time during the period beginning ten Trading Days prior to the Final Maturity Date and ending at the close of business on the Business Day immediately preceding the Final Maturity Date; or (8) during the five Business Day period after any five consecutive Trading Day period in which the Trading Price per $1,000 principal amount of Securities, as determined by the Trustee following a request by a Holder in accordance with the procedures described below in Section 4.01(b4.01(e), for each Trading Day day of that period was less than 9598% of the product of the Closing Price of the Company's Common Stock on such day and the then applicable Conversion Rate per $1,000 principal amount of Securities. (3) if the Company distributes to all holders of Common Stock any rights entitling them to purchase, for a period expiring within 45 days of such distribution, Common Stock, or securities convertible into Common Stock, at less than, or having a conversion price per share less than, the Closing Price of the Common Stock on the Trading Day immediately preceding the declaration date for such distribution; (4) if the Company distributes to all holders of Common Stock assets, cash, debt securities or rights to purchase the Company’s securities, which distribution has a per share value as determined by the Board of Directors exceeding 15% of the Closing Price per share of Common Stock on the Trading Day immediately preceding the declaration date for such distribution; (5) if a Fundamental Change occurs; or (6) at any time during the period beginning on June 15, 2016 and ending at the close of business on the Business Day immediately preceding the Final Maturity Date. (b) In connection with clause (1) of Section 4.01(a), the Company shall determine at the beginning of each fiscal quarter commencing at any time after October 31, 2007 whether the Securities are convertible pursuant to such clause (1) and shall notify the Trustee. In addition, in connection with clause (2) of Section 4.01(a), the Trustee shall have no obligation to determine the Trading Price of the Securities and whether the Securities are convertible pursuant to such clause (2) unless the Company has requested such determination and the Company shall have no obligation to make such request unless a Holder of the Securities provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 95% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of Securities. At such time, the Company shall instruct the Trustee to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Securities is greater than 95% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of the Securities. (c) In the case of a distribution contemplated by clause clauses (3) or and (4) of Section 4.01(a), the Company shall notify Holders and the Trustee at least 35 20 days prior to the ex-dividend date (defined below) for such distribution (the “"Distribution Notice”"). Once the Company has given the Distribution Notice, Holders may surrender their Securities for conversion at any time until the earlier of the close of business on the last Business Day prior to preceding the ex-dividend date (the first date on which the Common Stock trades, regular way, on the relevant market from which the Closing Price was obtained without the right to receive such right, warrant, dividend or distribution) or the Company’s 's announcement that such distribution will not take place. In the event of a distribution contemplated by clause clauses (3) or and (4) of Section 4.01(a), Holders may not convert the Securities if the Holders will otherwise participate in such distribution on an as converted basis (assuming for this purpose that the Securities were convertible solely into a number of shares of Common Stock equal to the then applicable Conversion Rate). The “ex-dividend date” is the first date upon which a sale of the Common Stock does not automatically transfer the right to receive the relevant distribution from the seller of the Common Stock to its buyerwithout converting their Securities. The Company will provide written notice to the Conversion Agent as soon as reasonably practicable of any anticipated or actual event or transaction that will cause or causes the Securities to become convertible pursuant to clauses (3) or (4) of Section 4.01(a). (d) In the case of a Fundamental Change, the Company shall provide notice thereof (a “Fundamental Change Conversion Notice”) to the Holders of Securities and the Trustee at least 15 days prior to date that is anticipated to be the Fundamental Change Effective Date. Holders may surrender Securities for conversion at any time beginning 15 days before the date that is anticipated to be the Fundamental Change Effective Date until the Trading Day prior to the Fundamental Change Purchase Date. (e) The conversion rights pursuant to this Article 4 shall commence on the Issue Date of the Securities and expire at the close of business on the Business Day immediately preceding the Final Maturity Date, but shall be exercisable only during the time periods specified with respect to each circumstance pursuant to which the Securities become convertible, subject, in the case of conversion of any Global Security, to any Applicable Procedures. (f) Securities in respect of which a Fundamental Change Purchase Notice has been delivered may not be surrendered for conversion pursuant to this Article 4 prior to a valid withdrawal of such Fundamental Change Notice, in accordance with the provisions of Article 3. (g) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. (h) The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(i) and Section 4.06. (i) If a Fundamental Change occurs prior to the Final Maturity Date as a result of a transaction described in clauses (1), (2) or (4) of the definition of the term “Change of Control” and a Holder elects to convert its Securities “in connection with” such transaction, the Company shall pay a “Make Whole Premium” by increasing the applicable Conversion Rate for the Securities surrendered for conversion by a number of additional shares of Common Stock as provided in this Section 4.01(i) (the “Additional Shares”). A conversion of Securities shall be deemed for these purposes to be “in connection with” such a transaction if the notice of conversion is received by the Conversion Agent from and including the Fundamental Change Effective Date and prior to the close of business on the Business Day prior to the Fundamental Change Purchase Date. The number of Additional Shares per $1,000 principal amount of Securities constituting the Make Whole Premium shall be determined by reference to the table below and shall be based on the date on which the Fundamental Change Effective Date occurs and the price (the “Stock Price”) paid, or deemed to be paid, per share of Common Stock in such transaction. If holders of Common Stock receive only cash in the Fundamental Change transaction, the Stock Price shall be the cash amount paid per share of Common Stock. Otherwise, the Stock Price shall be the average of the Closing Prices of the Common Stock for each of the ten consecutive Trading Days prior to but excluding the Fundamental Change Effective Date. The following table sets forth the Additional Share amounts, if any, by which the applicable Conversion Rate shall be increased for each Stock Price and Fundamental Change Effective Date. $ 8.34 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 $10.00 21.8766 21.2897 20.6449 19.8041 18.8469 17.7580 16.4333 14.7856 12.5094 9.5064 $12.50 15.5826 14.8177 13.9660 12.9350 11.7602 10.3984 8.7622 6.7336 3.9962 0.0000 $15.00 12.0868 11.3311 10.4818 9.4946 8.3802 7.1105 5.6342 3.9167 1.9054 0.0000 $17.50 9.9104 9.2110 8.4281 7.5334 6.5477 5.4371 4.1977 2.8207 1.3825 0.0000 $20.00 8.4308 7.7856 7.0887 6.2911 5.4288 4.4651 3.4377 2.3249 1.1744 0.0000 $25.00 6.5854 6.0598 5.4850 4.8526 4.1729 3.4359 2.6467 1.8100 0.9347 0.0000 $30.00 5.4437 4.9992 4.5222 3.9964 3.4373 2.8328 2.1884 1.5032 0.7793 0.0000 $35.00 4.6491 4.2678 3.8594 3.4101 2.9349 2.4213 1.8724 1.2880 0.6680 0.0000 $40.00 4.0637 3.7293 3.3731 2.9793 2.5658 2.1168 1.6380 1.1265 0.5845 0.0000 $45.00 3.6121 3.3143 2.9986 2.6475 2.2810 1.8811 1.4556 1.0009 0.5193 0.0000 $50.00 3.2543 2.9856 2.7000 2.3837 2.0519 1.6928 1.3104 0.9007 0.4675 0.0000 $75.00 2.1801 2.0000 1.8081 1.5949 1.3715 1.1273 0.8705 0.5970 0.3082 0.0000 $ 100.00 1.6449 1.5061 1.3618 1.1995 1.0310 0.8469 0.6498 0.4427 0.2238 0.0000 If the actual Stock Price or Fundamental Change Effective Date is not set forth in the table above, then: (i) if the actual Stock Price on the Fundamental Change Effective Date is between two Stock Price amounts in the table or the actual Fundamental Change Effective Date is between two Fundamental Change Effective Dates in the table, the Additional Share amounts will be determined by a straight-line interpolation between the Additional Share amounts set forth for the higher and lower Stock Prices and the two Fundamental Change Effective Dates on the table based on a 365-day year; (ii) if the actual Stock Price on the Fundamental Change Effective Date exceeds $100.00 per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall be made; and (iii) if the actual Stock Price on the Fundamental Change Effective Date is less than $8.34 per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall be made. The Stock Prices set forth in the first column of the table above will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted pursuant to Section 4.06 hereof. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Share amounts set forth in the table above will be adjusted in the same manner as the Conversion Rate as set forth in Section 4.06 hereof. Notwithstanding the foregoing, in no event shall the Conversion Rate exceed 119.9040 shares per $1,000 principal amount of Securities, subject to adjustment in the same manner as the Conversion Rate as set forth in subsections (a) through (c) of Section 4.06 hereof.

Conversion Privilege and Conversion Rate. (a) Any Upon compliance with the provisions of this Article 4, at the option of the Holder thereof, any Security or portion thereof that is an integral multiple of $1,000 principal amount may be converted by the Holder thereof in accordance with the provisions of this Article 4. Upon conversion, Holders shall be entitled to receive the amount of into cash and, if applicable, and/or fully paid and nonassessable shares of Common Stock determined in the manner as provided for in Section 4.12. Securities may be converted 4.13, prior to the close of business on the Business Day immediately preceding the Final Maturity Date or such earlier date set forth in this Article 4, unless previously redeemed by the Company or purchased by the Company at the Holders’ option, based on the Conversion Rate in effect at such time, determined as hereinafter provided, and subject to the time of such conversion adjustments described below, only under the following circumstances: (1) on during any Business Day in any fiscal calendar quarter commencing at any time after October 31June 30, 2007, and only during such fiscal calendar quarter, if, as of the last day of the immediately preceding fiscal calendar quarter, the Closing Price per share of the Common Stock for at least 20 Trading Days in the period of the 30 consecutive Trading Days ending on the last Trading Day of such preceding fiscal calendar quarter was more than 130% of the applicable Conversion Price on the last day of such preceding fiscal quarter; (2) with respect to any Security called for redemption pursuant to Section 3.01, until the close of business on any the second Business Day during immediately preceding the five Business Day period after any five consecutive Trading Day period in which the Trading Price per $1,000 principal amount of Securities, as determined by the Trustee following a request by a Holder in accordance with the procedures described in Section 4.01(b), for each Trading Day of that period was less than 95% of the product of the Closing Price of the Common Stock on such day and the then applicable Conversion Rate per $1,000 principal amount of Securities.relevant Redemption Date; (3) if the Company distributes to all holders of Common Stock any rights or warrants entitling them to purchase, for a period expiring within 45 days of such distributionthe date of issuance, Common Stock, or securities convertible into Common Stock, at less than, or having a conversion price per share less than, the Closing Price of the Common Stock on the Trading Day immediately preceding the declaration date for such distribution; (4) if the Company distributes to all holders of Common Stock assets, cash, debt securities or rights to purchase the Company’s securities, which distribution has a per share value as determined by the Board of Directors exceeding 1510% of the Closing Price per share of the Common Stock on the Trading Day immediately preceding the declaration date for such distribution; (5) if the Company is a party to any transaction or event other than a Fundamental Change (including, but not limited to, any consolidation, merger or binding share exchange that does not constitute a Fundamental Change, but excluding changes resulting from a subdivision or combination of the Common Stock) pursuant to which all or substantially all shares of the Common Stock would be converted into cash, securities or other property; provided that the Securities shall not become subject to conversion pursuant to the foregoing by reason of a merger, consolidation, or other transaction effected with one of the Company’s direct or indirect Subsidiaries for the purpose of changing the Company’s state of incorporation to any other state within the United States or the District of Columbia; (6) if a Fundamental Change occurs; or; (67) at any time during the period beginning on June 15, 2016 10 Trading Days prior to the Final Maturity Date and ending at the close of business on the Business Day immediately preceding the Final Maturity Date.; or Houston 3170417v.7 (b) In connection with clause (1) of Section 4.01(a), 8) on any Business Day during the Company shall determine at the beginning of each fiscal quarter commencing at five Business Day period after any time after October 31, 2007 whether the Securities are convertible pursuant to such clause (1) and shall notify the Trustee. In addition, five consecutive Trading Day period in connection with clause (2) of Section 4.01(a), the Trustee shall have no obligation to determine the Trading Price of the Securities and whether the Securities are convertible pursuant to such clause (2) unless the Company has requested such determination and the Company shall have no obligation to make such request unless a Holder of the Securities provides the Company with reasonable evidence that which the Trading Price per $1,000 principal amount of Securities would be Securities, as determined following a request by a Holder in accordance with the procedures described below in Section 4.01(e)(ii), for each day of that period was less than 9598% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of Securities. At such time, the Company shall instruct the Trustee to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Securities is greater than 95% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of the SecuritiesRate. (cb) In the case of a distribution contemplated by clause clauses (3) or and (4) of Section 4.01(a), the Company shall notify Holders and the Trustee at least 35 20 days prior to the ex-dividend date (defined below) for such distribution (the “Distribution Notice”). Once the Company has given the Distribution Notice, Holders may surrender their Securities for conversion at any time until the earlier of the close of business on the Business Day prior to preceding the ex-dividend date or the Company’s announcement that such distribution will not take place. In the event of a distribution contemplated by clause clauses (3) or and (4) of Section 4.01(a), Holders may not convert the Securities if the Holders will otherwise participate in such distribution on an as converted basis (assuming for this purpose that the Securities were convertible solely into a number of shares of Common Stock equal to the then applicable Conversion Rate)distribution. The “ex-dividend date” is the first date upon which a sale of the Common Stock does not automatically transfer the right to receive the relevant distribution from the seller of the Common Stock to its buyer. The Company will provide written notice to the Conversion Agent as soon as reasonably practicable of any anticipated or actual event or transaction that will cause or causes the Securities to become convertible pursuant to clauses (3) or (4) of Section 4.01(a). (c) In the case of a transaction contemplated by clause (5) of Section 4.01(a), the Company will notify Holders and the Trustee as promptly as practicable following the date the Company publicly announces such transaction (but in no event less than 15 days prior to the anticipated effective date of such transaction). Holders may surrender Securities for conversion at any time from and after the date which is 15 days prior to the anticipated effective date of such transaction until the earlier of the date which is 15 days after the actual effective date of such transaction or the date of the Company’s announcement that such transaction will not take place. (d) In the case of a Fundamental Change, the Company shall provide notice thereof (a “Fundamental Change Conversion Notice”) to notify the Holders of Securities and the Trustee at least 15 days prior to the anticipated effective date of any Fundamental Change that the Company knows or reasonably should know will occur (a “Fundamental Change Conversion Notice”). If the Company does not know, or should not reasonably know, that a Fundamental Change will occur until the date that is within 15 days before the anticipated to be effective date of such Fundamental Change, the Company shall deliver a Fundamental Change Effective DateConversion Notice to the Holders and the Trustee promptly after the Company has knowledge of such Fundamental Change. Holders may surrender Securities for conversion at any time beginning 15 days before the anticipated effective date that is anticipated to be the of a Fundamental Change Effective Date and until the Trading Day prior to immediately preceding the Fundamental Change Purchase DateDate or the date that the Company announces the Fundamental Change will not take place. Delivery by the Company of the Fundamental Change Conversion Notice will satisfy the Company’s obligation to deliver an Issuer Fundamental Change Notice if it contains all the information that would otherwise be required in such Issuer Fundamental Change Notice. The Conversion Rate will be adjusted for Securities converted in connection with certain Fundamental Changes as provided in Section 4.01(j). (ei) For each calendar quarter of the Company, beginning with the calendar quarter ending June 30, 2007, the Conversion Agent, on behalf of the Company, will determine, on the first Business Day following the last Trading Day of such calendar quarter, whether the Securities are convertible pursuant to clause (1) of Section 4.01(a), and, if so, will notify the Trustee (to the extent the Trustee is not also serving as the Conversion Agent) and the Company in writing. (ii) The Trustee shall have no obligation to determine the Trading Price of the Securities and whether the Securities are convertible pursuant to clause (8) of Section 4.01(a) unless the Company has requested such determination; and the Company shall have no obligation Houston 3170417v.7 to make such request unless a Holder of the Securities provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 98% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of Securities. At such time, the Company shall instruct the Trustee to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Securities is greater than 98% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate. (iii) Upon the Company’s determination that Holders are or will be entitled to convert their Securities in accordance with the provisions of this Article 4, the Company will promptly issue a press release or otherwise publicly disclose this information and use its reasonable efforts to post such information on the Company’s website. (f) The conversion rights pursuant to this Article 4 shall commence on the Issue Date of the Securities and expire at the close of business on the Business Day immediately preceding the Final Maturity Date, but shall be exercisable only during the time periods specified with respect to each circumstance pursuant to which the Securities become convertible, subject, in the case of conversion of any Global Security, to any Applicable Procedures. . If a Security is called for redemption pursuant to Section 3.01, such conversion right contemplated by clause (f2) of Section 4.02(a) shall commence on the date of the notice of redemption and terminate at the close of business on the second Business Day immediately preceding the Redemption Date for such Security (unless the Company shall fail to make the Redemption Price payment when due in accordance with Section 3.05, in which case the conversion right shall terminate at the close of business on the date such failure is cured and such Security is redeemed). If a Security is convertible as a result of a Fundamental Change, such conversion right shall commence and terminate as set forth in Section 4.01(d). Securities in respect of which a Fundamental Change Purchase Notice or a Put Right Repurchase Notice, as the case may be, has been delivered delivered, if convertible pursuant to this Article 4, may not be surrendered for conversion pursuant to this Article 4 prior to a valid withdrawal of such Fundamental Change Purchase Notice or Put Right Purchase Notice, as the case may be, in accordance with the provisions of Article 3. (g) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. (h) A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities into Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4. (i) The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(i4.01(j) and Section 4.06. (ij) If a Fundamental Change occurs on or prior to the Final Maturity Date as a result of April 1, 2012, there shall have occurred a transaction described in clauses (1i), (2) ii), or (4iv) of the definition of the term “a Change of in Control” , and a Holder elects to convert its Securities “in connection with” such Change in Control transaction, the Company shall pay a “Make Whole Premium.” by increasing the applicable Conversion Rate for the Securities so surrendered for conversion by a number of additional shares of Common Stock as provided in this Section 4.01(i) (the “Additional Shares”)below. A conversion of Securities shall will be deemed for these purposes to be “in connection with” such a Fundamental Change transaction if the notice of Conversion Notice for such conversion is received by the Conversion Agent from and including the Fundamental Change Effective Date and prior to the close of business on the Business Day prior to the Fundamental Change Purchase DateDate provided for in Section 3.08. The number of Additional Shares per $1,000 principal amount of Securities constituting by which the Conversion Rate shall be increased to reflect the Make Whole Premium shall be determined by reference to the table below and shall be below, based on the date on which the Fundamental Change Effective Date occurs of such Change in Control and the price (the “Stock Price”) paid, or deemed to be paid, per share of Common Stock in such transaction. If holders of Common Stock receive only cash in ; provided that if the Fundamental Change transaction, the Stock Price shall be the cash amount paid per share of Common Stock. Otherwise, the Stock Price shall be the average of the Closing Prices of the Common Stock for each of the ten consecutive Trading Days prior to but excluding the Fundamental Change Effective Date. The following table sets forth the Additional Share amounts, if any, by which the applicable Conversion Rate shall be increased for each Stock Price and Fundamental Change Effective Date. $ 8.34 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 $10.00 21.8766 21.2897 20.6449 19.8041 18.8469 17.7580 16.4333 14.7856 12.5094 9.5064 $12.50 15.5826 14.8177 13.9660 12.9350 11.7602 10.3984 8.7622 6.7336 3.9962 0.0000 $15.00 12.0868 11.3311 10.4818 9.4946 8.3802 7.1105 5.6342 3.9167 1.9054 0.0000 $17.50 9.9104 9.2110 8.4281 7.5334 6.5477 5.4371 4.1977 2.8207 1.3825 0.0000 $20.00 8.4308 7.7856 7.0887 6.2911 5.4288 4.4651 3.4377 2.3249 1.1744 0.0000 $25.00 6.5854 6.0598 5.4850 4.8526 4.1729 3.4359 2.6467 1.8100 0.9347 0.0000 $30.00 5.4437 4.9992 4.5222 3.9964 3.4373 2.8328 2.1884 1.5032 0.7793 0.0000 $35.00 4.6491 4.2678 3.8594 3.4101 2.9349 2.4213 1.8724 1.2880 0.6680 0.0000 $40.00 4.0637 3.7293 3.3731 2.9793 2.5658 2.1168 1.6380 1.1265 0.5845 0.0000 $45.00 3.6121 3.3143 2.9986 2.6475 2.2810 1.8811 1.4556 1.0009 0.5193 0.0000 $50.00 3.2543 2.9856 2.7000 2.3837 2.0519 1.6928 1.3104 0.9007 0.4675 0.0000 $75.00 2.1801 2.0000 1.8081 1.5949 1.3715 1.1273 0.8705 0.5970 0.3082 0.0000 $ 100.00 1.6449 1.5061 1.3618 1.1995 1.0310 0.8469 0.6498 0.4427 0.2238 0.0000 If the actual Stock Price or Fundamental Change Effective Date is are not set forth in on the table above, then: table: (i) if the actual Stock Price on the Fundamental Change Effective Date is Houston 3170417v.7 between two Stock Price amounts in Prices on the table or the actual Fundamental Change Effective Date is between two Fundamental Change Effective Dates in on the table, the Additional Share amounts Make Whole Premium will be determined by a straight-line interpolation between the Additional Share amounts Make Whole Premiums set forth for the higher and lower Stock Prices and the two Fundamental Change Effective Dates on the table based on a 365-day year; , as applicable, (ii) if the actual Stock Price on the Fundamental Change Effective Date exceeds $100.00 per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall Make Whole Premium will be made; and paid, and (iii) if the actual Stock Price on the Fundamental Change Effective Date is less than $8.34 36.77 per share of Common Stock, subject to adjustment as set forth herein, no adjustment Make Whole Premium will be paid. If Holders of Common Stock receive only cash in the Change in Control transaction, the Stock Price shall be the cash amount paid per share of Common Stock in connection with the Change in Control transaction. Otherwise, the Stock Price shall be equal to the average Closing Price of Common Stock over the 10 consecutive Trading Day period ending on the Trading Day immediately preceding, and excluding, the applicable Fundamental Change Effective Date. Make Whole Premium Upon a Fundamental Change (Increase in Conversion Rate shall be made. Rate) $36.77 8.8203 8.8203 8.8203 8.8203 8.8203 8.8203 $40.00 7.4949 7.2570 6.9763 6.6625 6.6243 6.6243 $45.00 5.9467 5.6338 5.2533 4.7914 4.2131 3.8465 $50.00 4.8255 4.4751 4.0425 3.5053 2.7772 1.6243 $55.00 3.9961 3.6307 3.1805 2.6178 1.8441 0.0000 $60.00 3.3688 3.0037 2.5567 2.0031 1.2531 0.0000 $65.00 2.8850 2.5304 2.1005 1.5732 0.8856 0.0000 $70.00 2.5068 2.1679 1.7598 1.2700 0.6578 0.0000 $75.00 2.2052 1.8837 1.5022 1.0524 0.5161 0.0000 $80.00 1.9614 1.6595 1.3040 0.8941 0.4255 0.0000 $85.00 1.7617 1.4783 1.1489 0.7760 0.3650 0.0000 $90.00 1.5954 1.3310 1.0255 0.6863 0.3255 0.0000 $95.00 1.4558 1.2085 0.9255 0.6161 0.2969 0.0000 $100.00 1.3367 1.1057 0.8431 0.5599 0.2745 0.0000 The Stock Prices set forth in the first column of the table above above, and the Stock Prices referred to in clauses (ii) and (iii) of the preceding paragraph, will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted pursuant to Section 4.06 hereof4.06. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Share Conversion Rate adjustment amounts set forth in the table above will be adjusted in the same manner as the Conversion Rate as set forth in Section 4.06 hereof. Notwithstanding the foregoing, in no event shall will the Conversion Rate total number of shares of Common Stock issuable upon conversion of a Security exceed 119.9040 shares 27.1960 per $1,000 principal amount of Securities, subject to proportional adjustment in the same manner as the Conversion Rate as set forth in subsections (aSection 4.06(a) through (c) of Section 4.06 hereof. (k) By delivering the amount of cash and/or the number of shares of Common Stock issuable on conversion to the Trustee, the Company will be deemed to have satisfied its obligation to pay the principal amount of the Securities so converted and its obligation to pay accrued and unpaid interest, Houston 3170417v.7 attributable to the period from the most recent Interest Payment Date through the Conversion Date (which amount will be deemed paid in full rather than cancelled, extinguished or forfeited).

Conversion Privilege and Conversion Rate. (a) Any Security Upon compliance with the provisions of this Article 15, at the option of the holder thereof, any Debenture or portion thereof that is an integral multiple of $1,000 principal amount may be converted by the Holder thereof in accordance with the provisions of this Article 4. Upon conversion, Holders shall be entitled to receive the amount of cash and, if applicable, shares of Common Stock determined in the manner provided in Section 4.12. Securities may be converted prior to the close of business on the Business Day immediately preceding the Final Maturity Date or such earlier date set forth in this Article 15, unless previously redeemed by the Company or purchased by the Company at the Debentureholder’s option, at the Conversion Rate in effect at such time, determined as hereinafter provided and subject to the time adjustments described below, into an amount of such conversion cash and a number of shares of Common Stock determined in accordance with Section 15.14 only under the following circumstances: (1) on any Business Day in during any fiscal quarter commencing at any time beginning after October 31April 30, 20072011, and only during such fiscal quarter, if, as of the last day of the immediately preceding fiscal quarter, if the Closing Price per share of the Common Stock for at least 20 twenty (20) Trading Days in the period of 30 the thirty (30) consecutive Trading Days ending on the last Trading Day of such the preceding fiscal quarter was more than 130120% of the applicable Conversion Price on the last day of such preceding fiscal quarter, rounded down to the nearest cent; (2) until the close of business on any the Business Day immediately preceding the Redemption Date if the Company elects to redeem the relevant Debenture pursuant to Article 3; (3) if the Company distributes to all holders of Common Stock certain rights or warrants entitling them to purchase, for a period expiring within 45 days of the date of issuance, Common Stock at a price per share less than the average of the Closing Prices per share of the Common Stock for the ten (10) consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the announcement date of such issuance; (4) if the Company distributes to all holders of Common Stock, assets, debt securities or certain rights to purchase the Company’s securities, which distribution has a per share value exceeding 10% of the Closing Price per share of the Common Stock on the Trading Day preceding the announcement date for such distribution; (5) if any Fundamental Change or any event that would have been a Change of Control but for one of the exceptions in the definition of Change of Control occurs; (6) at any time after January 1, 2031 until the close of business on the Business Day immediately preceding the Final Maturity Date; or (7) during the any five Business Day period after any five consecutive Trading Day period in which the Trading Price per $1,000 principal amount of SecuritiesDebentures, as determined by the Trustee following a request by a Holder Debentureholder of at least $2,000,000 principal amount in accordance with the procedures described below in Section 4.01(b15.01(d)(ii), for each Trading Day of that period was less than 9598% of the product of the Closing Price of the Common Stock on such day for each Trading Day in that period and the then applicable Conversion Rate per $1,000 principal amount of Securities. (3) if the Company distributes to all holders of Common Stock any rights entitling them to purchase, for a period expiring within 45 days of such distribution, Common Stock, or securities convertible into Common Stock, at less than, or having a conversion price per share less than, the Closing Price of the Common Stock on the Trading Day immediately preceding the declaration date for such distribution; (4) if the Company distributes to all holders of Common Stock assets, cash, debt securities or rights to purchase the Company’s securities, which distribution has a per share value as determined by the Board of Directors exceeding 15% of the Closing Price per share of Common Stock on the Trading Day immediately preceding the declaration date for such distribution; (5) if a Fundamental Change occurs; or (6) at any time during the period beginning on June 15, 2016 and ending at the close of business on the Business Day immediately preceding the Final Maturity DateRate. (b) In connection with clause (1) of Section 4.01(a), the Company shall determine at the beginning of each fiscal quarter commencing at any time after October 31, 2007 whether the Securities are convertible pursuant to such clause (1) and shall notify the Trustee. In addition, in connection with clause (2) of Section 4.01(a), the Trustee shall have no obligation to determine the Trading Price of the Securities and whether the Securities are convertible pursuant to such clause (2) unless the Company has requested such determination and the Company shall have no obligation to make such request unless a Holder of the Securities provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 95% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of Securities. At such time, the Company shall instruct the Trustee to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Securities is greater than 95% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of the Securities. (c) In the case of a distribution contemplated by clause clauses (3) or and (4) of Section 4.01(a15.01(a), the Company shall notify Holders and the Trustee Debentureholders of their right to convert their Debentures at least 35 days twenty-five (25) Scheduled Trading Days prior to the exEx-dividend date (defined below) Dividend Date for such distribution (the “Distribution Notice”). Once the Company has given the Distribution Notice, Holders Debentureholders may surrender their Securities Debentures for conversion at any time until the earlier of the close of business on the last Business Day prior to preceding the exEx-dividend date Dividend Date or the Company’s announcement that such distribution will not take place. In the event of a distribution contemplated by clause (3) or (4) of Section 4.01(a15.01(a), Holders a Debentureholder may not convert the Securities its Debentures as a result of such distribution if the Holders such Debentureholder will otherwise participate in such distribution on an without converting its Debentures as converted basis (assuming for this purpose that the Securities were convertible solely into if it held a number of shares of the Common Stock equal to the then Conversion Rate in effect on the Ex-Dividend Date for the applicable Conversion Rate). The “exdistribution multiplied by the principal amount of Debentures held by such Debentureholder (expressed in thousands) on such Ex-dividend date” is the first date upon which a sale of the Common Stock does not automatically transfer the right to receive the relevant distribution from the seller of the Common Stock to its buyerDividend Date. The Company will provide written notice to the Conversion Agent conversion agent as soon as reasonably practicable of any anticipated or actual event or transaction that will cause or causes the Securities Debentures to become convertible pursuant to clauses (3) or (4) of Section 4.01(a15.01(a). (dc) In the case of a Fundamental Changetransaction contemplated by clause (5) of Section 15.01(a), the Company shall provide notice thereof (a “Fundamental Change Conversion Notice”) to the Holders of Securities and the Trustee at least 15 days prior to date that is anticipated to be the Fundamental Change Effective Date. Holders Debentureholders may surrender Securities Debentures for conversion at any time beginning 15 days before on the date that is anticipated to be the Company delivers notice of such transaction and until the close of business on the last Trading Day preceding the Fundamental Change Repurchase Date or, if such event is not a Fundamental Change, the thirty-fifth (35th) Business Day after the Company delivers notice of such event. The Company shall notify the Debentureholders and Trustee on the effective date of any Fundamental Change (“Fundamental Change Effective Date Date”) or event that would have been a Change of Control but for one of the exceptions in the definition of Change of Control. (i) For each fiscal quarter of the Company, beginning with the fiscal quarter ending April 30, 2011, the conversion agent, on behalf of the Company, shall determine, on the first Business Day following the last Trading Day of such fiscal quarter, whether the Debentures are convertible pursuant to clause (1) of Section 15.01(a), and, if so, will notify the Trustee, the Company and the Debentureholders in writing. (ii) The Trustee shall have no obligation to determine the Trading Price of the Debentures and whether the Debentures are convertible pursuant to clause (7) of Section 15.01(a) unless the Company has requested such determination; and the Company shall have no obligation to make such request unless a Debentureholder of at least $2,000,000 principal amount provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Debentures would be less than 98% of the product of the Closing Price of the Common Stock and the Conversion Rate per $1,000 principal amount of Debentures. At such time, the Company shall instruct the Trustee to determine the Trading Price of the Debentures beginning on the next Trading Day and on each successive Trading Day until the Trading Day prior Price per $1,000 principal amount of the Debentures is greater than 98% of the product of the Closing Price of the Common Stock and the Conversion Rate. If the Debentures are convertible pursuant to clause (7) of Section 15.01(a), the Fundamental Change Purchase DateTrustee will notify the Company, the Debentureholders and the Conversion Agent (if other than the Trustee). If, at any time the Debentures are convertible pursuant to clause (7) of Section 15.01(a), the Trading Price per $1,000 principal amount of Debentures is greater than or equal to 98% of the product of the Closing Price of Common Stock and the Conversion Rate for such Trading Day, the Trustee will so notify the Company, the Debentureholders and the Conversion Agent (if other than the Trustee). (e) The conversion rights pursuant to this Article 4 15 shall commence on the Issue Date initial issuance date of the Securities Debentures and expire at the close of business on the Business Day immediately preceding the Final Maturity Date, but shall be exercisable only during the time periods specified with respect to each circumstance pursuant to which the Securities Debentures become convertible, subject, in the case of conversion of any Global SecurityDebenture, to any Applicable Procedures. . If a Debenture is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date and on the Business Day immediately preceding the Put Right Purchase Date or Fundamental Change Repurchase Date for such Debenture (f) Securities unless the Company shall fail to make the redemption price, Put Right Purchase Price, or Fundamental Change Repurchase Price payment when due in accordance with Article 3, in which case the conversion right shall terminate at the close of business on the date such failure is cured and such Debenture is redeemed or purchased, as the case may be). If a Debenture is convertible as a result of a Fundamental Change, such conversion right shall commence and terminate as set forth in Section 15.01(c). Debentures in respect of which a Fundamental Change Repurchase Notice or a Put Right Purchase Notice Notice, as the case may be, has been delivered may not be surrendered for conversion pursuant to this Article 4 15 prior to a valid withdrawal of such Fundamental Change Repurchase Notice or Put Right Purchase Notice, as the case may be, in accordance with the provisions of Article 3. (gf) Provisions of this Indenture that apply to conversion of all of a Security Debenture also apply to conversion of a portion of a SecurityDebenture. (g) A Debentureholder is not entitled to any rights of a holder of Common Stock until such Debentureholder has converted its Debentures into Common Stock, and only to the extent such Debentures are deemed to have been converted into Common Stock pursuant to this Article 15. (h) The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(i15.01(i) and Section 4.0615.06. (i) If prior to April 5, 2016, there shall have occurred a Fundamental Change, other than a Fundamental Change occurs prior pursuant to the Final Maturity Date as a result of a transaction described in clauses clause (1), (2) or (4b) of the definition of the term “Change of Control” and Control (any such event, a Holder elects to convert its Securities “in connection with” such transactionMake Whole Fundamental Change”), the Company shall pay a “Make Whole Premium” by increasing to the applicable Conversion Rate for Debentureholders who convert their Debentures during the Securities surrendered for conversion by a number of additional shares of Common Stock as provided in this Section 4.01(i) (the “Additional Shares”). A conversion of Securities shall be deemed for these purposes to be “in connection with” such a transaction if the notice of conversion is received by the Conversion Agent from and including period beginning on the Fundamental Change Effective Date and prior to ending at the close of business on the Business Day prior to immediately preceding the Fundamental Change Purchase DateRepurchase Date by increasing the Conversion Rate for such Debentures. The number of Additional Shares additional shares of Common Stock per $1,000 principal amount of Securities Debentures constituting the Make Whole Premium shall be determined by the Company by reference to the table below and shall be below, based on the date on which the Fundamental Change Effective Date occurs and the price (the “Stock Price”) paid, or deemed to be paid, per share of Common Stock in such transaction. If holders of Common Stock receive only cash in the Fundamental Change transaction, the Stock Price shall be (as defined below) of such Make Whole Fundamental Change; provided that if the cash amount paid per share of Common Stock. Otherwise, the Stock Price shall be the average of the Closing Prices of the Common Stock for each of the ten consecutive Trading Days prior to but excluding the Fundamental Change Effective Date. The following table sets forth the Additional Share amounts, if any, by which the applicable Conversion Rate shall be increased for each Stock Price and Fundamental Change Effective Date. $ 8.34 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 $10.00 21.8766 21.2897 20.6449 19.8041 18.8469 17.7580 16.4333 14.7856 12.5094 9.5064 $12.50 15.5826 14.8177 13.9660 12.9350 11.7602 10.3984 8.7622 6.7336 3.9962 0.0000 $15.00 12.0868 11.3311 10.4818 9.4946 8.3802 7.1105 5.6342 3.9167 1.9054 0.0000 $17.50 9.9104 9.2110 8.4281 7.5334 6.5477 5.4371 4.1977 2.8207 1.3825 0.0000 $20.00 8.4308 7.7856 7.0887 6.2911 5.4288 4.4651 3.4377 2.3249 1.1744 0.0000 $25.00 6.5854 6.0598 5.4850 4.8526 4.1729 3.4359 2.6467 1.8100 0.9347 0.0000 $30.00 5.4437 4.9992 4.5222 3.9964 3.4373 2.8328 2.1884 1.5032 0.7793 0.0000 $35.00 4.6491 4.2678 3.8594 3.4101 2.9349 2.4213 1.8724 1.2880 0.6680 0.0000 $40.00 4.0637 3.7293 3.3731 2.9793 2.5658 2.1168 1.6380 1.1265 0.5845 0.0000 $45.00 3.6121 3.3143 2.9986 2.6475 2.2810 1.8811 1.4556 1.0009 0.5193 0.0000 $50.00 3.2543 2.9856 2.7000 2.3837 2.0519 1.6928 1.3104 0.9007 0.4675 0.0000 $75.00 2.1801 2.0000 1.8081 1.5949 1.3715 1.1273 0.8705 0.5970 0.3082 0.0000 $ 100.00 1.6449 1.5061 1.3618 1.1995 1.0310 0.8469 0.6498 0.4427 0.2238 0.0000 If the actual Stock Price or Fundamental Change Effective Date is are not set forth in on the table above, then: table: (i) if the actual Stock Price on the Fundamental Change Effective Date is between two Stock Price amounts in Prices on the table or the actual Fundamental Change Effective Date is between two Fundamental Change Effective Dates in on the table, the Additional Share amounts Make Whole Premium will be determined by a straight-line interpolation between the Additional Share amounts Make Whole Premiums set forth for the higher and lower two Stock Prices and the two Fundamental Change Effective Dates on the table based on a 365-day year; , as applicable, (ii) if the actual Stock Price on the Fundamental Change Effective Date exceeds $100.00 per share of Common Stockshare, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall Make Whole Premium will be made; and paid, and (iii) if the actual Stock Price on the Fundamental Change Effective Date is less than $8.34 14.67 per share of Common Stockshare, subject to adjustment as set forth herein, no adjustment Make Whole Premium will be paid. If holders of the Common Stock receive only cash in the Make Whole Fundamental Change, the “Stock Price” shall be the cash amount paid per share of the Common Stock in connection with the Make Whole Fundamental Change and the Company will settle any conversion of Debentures on or after the Fundamental Change Effective Date by delivering, for each $1,000 principal amount of Debentures converted, an amount of cash equal to the product of (1) such “Stock Price” and (2) the Conversion Rate, as promptly as practicable following the Conversion Date, but in no event later than five (5) Business Days after the Conversion Date. In all other cases, the “Stock Price” shall be equal to the average Closing Prices of the Common Stock for each of the ten (10) Trading Days immediately preceding, but not including, the applicable Fundamental Change Effective Date. Make Whole Premium Upon a Make Whole Fundamental Change Increase in Conversion Rate shall be made. April 4, 2011 19.4761 17.2990 13.9481 11.5561 7.9359 6.0016 4.8248 4.0337 3.4731 2.4171 1.6540 1.2010 April 1, 2012 19.4761 16.6147 13.0468 10.5478 6.9108 5.0903 4.0421 3.3633 2.8912 2.0156 1.3847 1.0097 April 1, 2013 19.4761 15.8645 12.0083 9.3637 5.7036 4.0347 3.1515 2.6108 2.2442 1.5706 1.0836 0.7927 April 1, 2014 19.4761 15.1086 10.8191 7.9467 4.2499 2.8084 2.1511 1.7827 1.5377 1.0837 0.7506 0.5509 April 1, 2015 19.4761 14.2999 9.3043 6.0394 2.3740 1.3892 1.0692 0.9039 0.7873 0.5592 0.3884 0.2858 April 5, 2016 19.4761 13.9556 8.2314 3.4939 0.0002 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The Stock Prices set forth in the first column row of the table above will be adjusted as of any date on which the Conversion Rate of the Securities Debentures is required to be adjusted pursuant to Section 4.06 hereof15.06(a). The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Share amounts additional shares set forth in the table above will be adjusted in the same manner as the Conversion Rate as set forth in required to be adjusted pursuant to Section 4.06 15.06 hereof. Notwithstanding the foregoingforegoing paragraph, in no event shall will the Conversion Rate total number of shares of Common Stock issuable upon conversion of a Debenture exceed 119.9040 shares 68.1663 per $1,000 principal amount of Securitiesamount, subject to proportional adjustment in the same manner as the Conversion Rate as set forth in subsections clauses (ai) through (ciii) of Section 4.06 15.06(a) hereof.

Conversion Privilege and Conversion Rate. (a) Any Subject to the obligation and the right of the Company to pay some or all of the conversion consideration in cash in accordance with Section 4.13, and upon compliance with the provisions of this Article 4, at the option of the Holder thereof, any Security or portion thereof that is an integral multiple of $1,000 principal amount may be converted by into fully paid and nonassessable shares (calculated as to each conversion to the Holder thereof in accordance with the provisions nearest 1/100th of this Article 4. Upon conversion, Holders shall be entitled to receive the amount of cash and, if applicable, shares a share) of Common Stock determined in the manner provided in Section 4.12. Securities may be converted prior to the close of business on the Business Day immediately preceding the Final Maturity Date or such earlier date set forth in this Article 4, unless previously purchased by the Company on a Redemption Date or at the Holder’s option upon the occurrence of a Designated Event or a Repurchase Date, at the Conversion Rate in effect at such time, determined as hereinafter provided and subject to the time of such conversion adjustments described below, only under the following circumstances: (1) on during any Business Day in any fiscal calendar quarter commencing at any time beginning after October 31September 30, 20072006, and only during such fiscal calendar quarter, if, as of the last day of the immediately preceding fiscal calendar quarter, the Closing Volume Weighted Average Price per share of the Common Stock for at least 20 Trading Days in the period of the 30 consecutive Trading Days ending on the last Trading Day of such preceding fiscal calendar quarter was more than 130% of the applicable Conversion Price on the last day of such each preceding fiscal quartercalendar quarter (the “Conversion Trigger Price”); (2) on during any Business Day during the five Business Trading Day period after any five consecutive Trading Day period in which the Trading Price per $1,000 principal amount of Securities, as determined by the Trustee following a request by a Holder in accordance with the procedures described below in Section 4.01(b4.01(d)(ii), for each Trading Day day of that period was less than 9598% of the product of the Closing Volume Weighted Average Price of the Common Stock on such for each day in that period and the then applicable Conversion Rate per $1,000 principal amount of Securities.; (3) if the Company distributes to all holders of Common Stock any rights or warrants entitling them to purchase, for a period expiring within 45 days of such distributionthe date of issuance, Common Stock, or securities convertible into Common Stock, Stock at less than, or having a conversion price per share less than, than the Closing Current Market Price of the Common Stock on the Trading Day immediately preceding the declaration date for such distributionday of issuance; (4) if the Company distributes to all holders of Common Stock Stock, assets, cash, debt securities or rights to purchase the Company’s securities, which distribution has a per share value as determined by the Board of Directors exceeding 157.5% of the Closing Volume Weighted Average Price per share of the Common Stock on the Trading Business Day immediately preceding the declaration date for such distribution; (5) if a Fundamental Change occurs; orDesignated Event (or an event that would have been a Designated Event but for the existence of the Stock-for-Stock Transaction Exception) occurs or is anticipated to occur; (6) at any time during the period beginning on June 1560 days prior to, 2016 and ending but excluding, any scheduled Repurchase Date or the Final Maturity Date; or (7) for Securities that have been called for redemption, at any time prior to the close of business on the Business Day immediately preceding prior to the Final Maturity Redemption Date. (b, even if the Securities are not otherwise convertible at such time. Notwithstanding the foregoing, even if the Securities are otherwise convertible as set forth in Section 4.01(a)(1), 4.01(a)(2), 4.01(a)(3) In connection with clause (1) of Section 4.01(aor 4.01(a)(4), the Company Securities shall determine at the beginning of each fiscal quarter commencing at any time after October 31, 2007 whether not be convertible unless the Securities are convertible pursuant to Sections 4.01(a)(5), 4.01(a)(6) or 4.01(a)(7) if, at the time a Holder of Securities tenders its Securities for conversion, there exists a default or event of default under the Credit Agreement, or a default or event of default under the Credit Agreement would result from such clause (1conversion. The inability of a Holder to convert its Securities because of this restriction set forth in the immediately preceding sentence will not constitute a Default or an Event of Default under the Indenture. If the Securities would be convertible but are not convertible because of the restrictions set forth in the immediately preceding paragraph and a Holder tenders its Securities for conversion, the Company will use reasonable efforts to permit such conversions, which may include, without limitation, seeking to obtain the consent of the lenders under the Credit Agreement, attempting to refinance the debt under the Credit Agreement and the issuance and sale of additional equity securities. If, despite the Company’s reasonable efforts, conversions continue to be prohibited, the Company will promptly inform such converting Holder and return such Holder’s Securities and any related notice of conversion will be deemed to be revoked to the extent of such returned Securities. The Company will not make any dividend or distribution of the type referred to in Sections 4.01(a)(3) or 4.01(a)(4) to the extent that a Holder would be unable to convert such Security and shall notify receive such dividend or distribution as a result of the Trustee. In addition, conversion restrictions set forth in connection with clause (2) of this Section 4.01(a), the Trustee shall have no obligation to determine the Trading Price of the Securities and whether the Securities are convertible pursuant to such clause (2) unless the Company has requested such determination and the Company shall have no obligation to make such request unless a Holder of the Securities provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 95% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of Securities. At such time, the Company shall instruct the Trustee to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Securities is greater than 95% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of the Securities. (cb) In the case of a distribution contemplated by clause clauses (3) or and (4) of Section 4.01(a), the Company shall notify Holders and the Trustee at least 35 20 days prior to the ex-dividend date (defined below) for such distribution (the “Distribution Notice”); provided that if the Company distributes rights pursuant to a stockholder rights agreement, it will notify the Holders of the Securities on the Business Day after the Company is required to give notice generally to its stockholders pursuant to such stockholder rights agreement if such date is less than 20 days prior to the date of such distribution. Once the Company has given the Distribution Notice, Holders may surrender their Securities for conversion at any time until the earlier of the close of business on the last Business Day prior to preceding the ex-dividend date or the Company’s announcement that such distribution will not take place. In the event of a distribution contemplated by clause clauses (3) or and (4) of Section 4.01(a), Holders may not convert the Securities if the Holders will otherwise participate in such distribution on an as converted basis (assuming for this purpose that the Securities were convertible solely into a number of shares of Common Stock equal to the then applicable Conversion Rate). The “ex-dividend date” is the first date upon which a sale of the Common Stock does not automatically transfer the right to receive the relevant distribution from the seller of the Common Stock to its buyerwithout converting their Securities. The Company will provide written notice to the Conversion Agent as soon as reasonably practicable of any anticipated or actual event or transaction that will cause or causes the Securities to become convertible pursuant to clauses (3) or (4) of Section 4.01(a). (dc) In the case of a Fundamental Changetransaction contemplated by clause (5) of section 4.01(a), the Company shall provide notice thereof (a “Fundamental Change Conversion Notice”) to will notify the Holders of Securities and the Trustee at least 15 days Trading Days prior to the anticipated Designated Event Effective Date of any Designated Event (or an event that would have been a Designated Event but for the existence of the Stock-for-Stock Transaction Exception) that the Company knows or reasonably should know will occur. If the Company does not know, and should not reasonably know, that a Designated Event will occur until a date that is within 15 Trading Days before the anticipated to be Designated Event Effective Date or other applicable event, the Fundamental Change Effective DateCompany will notify the Holders and the Trustee promptly after the Company has knowledge of such Designated Event or such other event. Holders may surrender Securities for conversion at any time beginning 15 days Trading Days before the date that is anticipated to be the Fundamental Change Designated Event Effective Date of a Designated Event (or an event that would have been a Designated Event but for the existence of the Stock-for-Stock Transaction Exception) and until the Trading Day prior to the Fundamental Change date of the Designated Event Purchase DateDate (or other applicable event). (ed) The conversion rights pursuant to this Article 4 shall commence on the Issue Date of the Securities and expire at the close of business on the Business Day immediately preceding the Final Maturity Date, but shall be exercisable only during the time periods specified with respect to each circumstance pursuant to which the Securities become convertible, subject, in the case of conversion of any Global Security, to any Applicable Procedures. (f) Securities in respect of which a Fundamental Change Purchase Notice has been delivered may not be surrendered for conversion pursuant to this Article 4 prior to a valid withdrawal of such Fundamental Change Notice, in accordance with the provisions of Article 3. (g) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. (h) The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(i) and Section 4.06. (i) If a Fundamental Change occurs prior For each calendar quarter of the Company, beginning with the calendar quarter beginning at any time after September 30, 2006, the Conversion Agent, on behalf of the Company, will determine, on the first Business Day following the last Trading Day of such calendar quarter, whether the Securities are convertible pursuant to the Final Maturity Date as a result of a transaction described in clauses clause (1) of Section 4.01(a), (2) or (4) and, if so, will notify the Trustee and the Company in writing. Upon request of the definition of the term “Change of Control” and a Holder elects to convert its Securities “in connection with” such transactionConversion Agent, the Company shall pay a “Make Whole Premium” by increasing the applicable Conversion Rate for the Securities surrendered for conversion by a number of additional shares of Common Stock as provided in this Section 4.01(i) (the “Additional Shares”). A conversion of Securities shall be deemed for these purposes provide, or cause to be “in connection with” such a transaction if the notice of conversion is received by provided to, the Conversion Agent from and including the Fundamental Change Effective Date and prior to the close of business on the Business Day prior to the Fundamental Change Purchase Date. The number of Additional Shares per $1,000 principal amount of Securities constituting the Make Whole Premium shall be determined by reference to the table below and shall be based on the date on which the Fundamental Change Effective Date occurs and the price (the “Stock Price”) paid, or deemed to be paid, Volume Weighted Average Price per share of Common Stock in such transaction. If holders of Common Stock receive only cash in for the Fundamental Change transaction, the Stock Price shall be the cash amount paid per share of Common Stock. Otherwise, the Stock Price shall be the average of the Closing Prices of the Common Stock for each of the ten 30 consecutive Trading Days prior to but excluding the Fundamental Change Effective Date. The following table sets forth the Additional Share amounts, if any, by which the applicable Conversion Rate shall be increased for each Stock Price and Fundamental Change Effective Date. $ 8.34 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 $10.00 21.8766 21.2897 20.6449 19.8041 18.8469 17.7580 16.4333 14.7856 12.5094 9.5064 $12.50 15.5826 14.8177 13.9660 12.9350 11.7602 10.3984 8.7622 6.7336 3.9962 0.0000 $15.00 12.0868 11.3311 10.4818 9.4946 8.3802 7.1105 5.6342 3.9167 1.9054 0.0000 $17.50 9.9104 9.2110 8.4281 7.5334 6.5477 5.4371 4.1977 2.8207 1.3825 0.0000 $20.00 8.4308 7.7856 7.0887 6.2911 5.4288 4.4651 3.4377 2.3249 1.1744 0.0000 $25.00 6.5854 6.0598 5.4850 4.8526 4.1729 3.4359 2.6467 1.8100 0.9347 0.0000 $30.00 5.4437 4.9992 4.5222 3.9964 3.4373 2.8328 2.1884 1.5032 0.7793 0.0000 $35.00 4.6491 4.2678 3.8594 3.4101 2.9349 2.4213 1.8724 1.2880 0.6680 0.0000 $40.00 4.0637 3.7293 3.3731 2.9793 2.5658 2.1168 1.6380 1.1265 0.5845 0.0000 $45.00 3.6121 3.3143 2.9986 2.6475 2.2810 1.8811 1.4556 1.0009 0.5193 0.0000 $50.00 3.2543 2.9856 2.7000 2.3837 2.0519 1.6928 1.3104 0.9007 0.4675 0.0000 $75.00 2.1801 2.0000 1.8081 1.5949 1.3715 1.1273 0.8705 0.5970 0.3082 0.0000 $ 100.00 1.6449 1.5061 1.3618 1.1995 1.0310 0.8469 0.6498 0.4427 0.2238 0.0000 If the actual Stock Price or Fundamental Change Effective Date is not set forth in the table above, then: (i) if the actual Stock Price ending on the Fundamental Change Effective Date is between two Stock Price amounts in the table or the actual Fundamental Change Effective Date is between two Fundamental Change Effective Dates in the table, the Additional Share amounts will be determined by a straight-line interpolation between the Additional Share amounts set forth for the higher and lower Stock Prices and the two Fundamental Change Effective Dates on the table based on a 365-day year; (ii) if the actual Stock Price on the Fundamental Change Effective Date exceeds $100.00 per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall be made; and (iii) if the actual Stock Price on the Fundamental Change Effective Date is less than $8.34 per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall be made. The Stock Prices set forth in the first column last Trading Day of the table above will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted pursuant to Section 4.06 hereof. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Share amounts set forth in the table above will be adjusted in the same manner as the Conversion Rate as set forth in Section 4.06 hereof. Notwithstanding the foregoing, in no event shall the Conversion Rate exceed 119.9040 shares per $1,000 principal amount of Securities, subject to adjustment in the same manner as the Conversion Rate as set forth in subsections (a) through (c) of Section 4.06 hereofpreceding calendar quarter.

Conversion Privilege and Conversion Rate. (a) Any Subject to the obligation and the right of the Company to pay some or all of the conversion consideration in cash in accordance with Section 4.13, and upon compliance with the provisions of this Article 4, at the option of the Holder thereof, any Security or portion thereof that is an integral multiple of $1,000 principal amount may be converted by into fully paid and nonassessable shares (calculated as to each conversion to the Holder thereof in accordance with the provisions nearest 1/10,000th of this Article 4. Upon conversion, Holders shall be entitled to receive the amount of cash and, if applicable, shares a share) of Common Stock determined in the manner provided in Section 4.12. Securities may be converted prior to the close of business on the Business Day immediately preceding the Final Maturity Date or such earlier date set forth in this Article 4, unless previously purchased by the Company pursuant to Section 3.01, at the Conversion Rate in effect at such time, determined as hereinafter provided, and subject to the time of such conversion adjustments described below, only under the following circumstances: (1) on during any Business Day in any fiscal calendar quarter commencing at any time after October March 31, 2007, and only during such fiscal calendar quarter, if, as of the last day of the immediately preceding fiscal calendar quarter, the Closing Price per share of the Common Stock for at least 20 Trading Days in the period of the 30 consecutive Trading Days ending on the last Trading Day of such preceding fiscal calendar quarter was more than 130% of the applicable Conversion Price on the last day of such preceding fiscal quarter; (2) on any Business Day during the five Business Day period after any five consecutive Trading Day period in which the Trading Price per $1,000 principal amount of Securities, as determined by the Trustee following a request by a Holder in accordance with the procedures described in Section 4.01(b), for each Trading Day of that period was less than 95% of the product of the Closing Price of the Common Stock on such day and the then applicable Conversion Rate per $1,000 principal amount of Securities. (3) if the Company distributes to all holders of Common Stock any rights entitling them to purchase, for a period expiring within 45 days of such distribution, Common Stock, or securities convertible into Common Stock, at less than, or having a conversion price Conversion Price per share less than, the then current Closing Price per share of the Common Stock on the Trading Day immediately preceding the declaration date for such distributionStock; (43) if the Company distributes to all holders of Common Stock assets, cash, debt securities or rights to purchase the Company’s securities, which distribution has a per share value as determined by the Board of Directors exceeding 1515.0% of the Closing Price per share of the Common Stock on the Trading Day immediately preceding the declaration date for such distribution; (4) if the Company is a party to any transaction or event (including, but not limited to, any consolidation, merger or binding share exchange, other than changes resulting from a subdivision or combination) pursuant to which all or substantially all shares of the Common Stock would be converted into cash, securities or other property; (5) if a Fundamental Change occurs; or; (6) at any time during the period beginning on June October 15, 2016 2013 and ending at the close of business on the Business Day immediately preceding the Final Maturity Date.; or (b7) In connection with clause (1) of Section 4.01(a), on any Business Day during the Company shall determine at the beginning of each fiscal quarter commencing at five Business Day period after any time after October 31, 2007 whether the Securities are convertible pursuant to such clause (1) and shall notify the Trustee. In addition, five consecutive Trading Day period in connection with clause (2) of Section 4.01(a), the Trustee shall have no obligation to determine the Trading Price of the Securities and whether the Securities are convertible pursuant to such clause (2) unless the Company has requested such determination and the Company shall have no obligation to make such request unless a Holder of the Securities provides the Company with reasonable evidence that which the Trading Price per $1,000 principal amount of Securities would be Securities, as determined following a request by a Holder in accordance with the procedures described in Section 4.01(e)(ii), for each day of that period was less than 9598% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of Securities. At such time, the Company shall instruct the Trustee to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Securities is greater than 95% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of the Securities. (cb) In the case of a distribution contemplated by clause clauses (2) and (3) or (4) of Section 4.01(a), the Company shall notify Holders and the Trustee at least 35 20 days prior to the ex-dividend date (defined below) for such distribution (the “Distribution Notice”); provided that if the Company distributes rights pursuant to a stockholder rights agreement, it shall give the Distribution Notice on the first Business Day immediately after the Company is required to give notice generally to its stockholders pursuant to such stockholder rights agreement if such date is less than 20 days prior to the date of such distribution. Once the Company has given the Distribution Notice, Holders may surrender their Securities for conversion at any time until the earlier of the close of business on the last Business Day prior to preceding the ex-dividend date or the Company’s announcement that such distribution will not take place. In the event of a distribution contemplated by clause clauses (2) and (3) or (4) of Section 4.01(a), Holders may not convert the Securities if the Holders will otherwise participate in such distribution on an as converted basis (assuming for this purpose that the Securities were convertible solely into a number of shares of Common Stock equal to the then applicable Conversion Rate)distribution. The “ex-dividend date” is the first date upon which a sale of the Common Stock does not automatically transfer the right to receive the relevant distribution from the seller of the Common Stock to its buyer. The Company will provide written notice to the Conversion Agent as soon as reasonably practicable of any anticipated or actual event or transaction that will cause or causes the Securities to become convertible pursuant to clauses (2) or (3) or of Section 4.01(a). (c) In the case of a transaction contemplated by clause (4) of Section 4.01(a) (regardless of whether the transaction constitutes a Fundamental Change), the Company will notify Holders and the Trustee as promptly as practicable following the date the Company publicly announces such transaction (but in no event less than 15 days prior to the anticipated effective date of such transaction, or, if such transaction also constitutes a Fundamental Change, no later than the date the Issuer Fundamental Change Notice is provided). Holders may surrender Securities for conversion at any time from and after the date which is 15 days prior to the anticipated effective date of such transaction until the earlier of the date which is 15 days after the actual effective date of such transaction or the date of the Company’s announcement that such transaction will not take place. (d) In the case of a Fundamental Change, the Company shall provide notice thereof (a “Fundamental Change Conversion Notice”) to notify the Holders of Securities and the Trustee at least 15 days prior to the anticipated effective date of any Fundamental Change that the Company knows or reasonably should know will occur (a “Fundamental Change Conversion Notice”). If the Company does not know, or should not reasonably know, that a Fundamental Change will occur until the date that is within 15 days before the anticipated to be effective date of such Fundamental Change, the Company shall deliver a Fundamental Change Effective DateConversion Notice to the Holders and the Trustee promptly after the Company has knowledge of such Fundamental Change. Holders may surrender Securities for conversion at any time beginning 15 days before the anticipated effective date that is anticipated to be the of a Fundamental Change Effective Date and until the Trading Day prior to immediately preceding the Fundamental Change Purchase DateDate (unless the Company shall fail to make the Fundamental Change Purchase Price payment when due in accordance with Article 3, in which case the conversion right shall terminate at the close of business on the date such failure is cured and such Security is purchased). (ei) For each calendar quarter of the Company, beginning with the calendar quarter ending March 31, 2007, the Conversion Agent, on behalf of the Company, will determine, on the first Business Day following the last Trading Day of such calendar quarter, whether the Securities are convertible pursuant to clause (1) of Section 4.01(a), and, if so, will notify the Trustee (to the extent the Trustee is not also serving as the Conversion Agent) and the Company in writing. (ii) The Trustee shall have no obligation to determine the Trading Price of the Securities and whether the Securities are convertible pursuant to clause (7) of Section 4.01(a) unless the Company has requested such determination; and the Company shall have no obligation to make such request unless a Holder of the Securities provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 98% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of Securities. At such time, the Company shall instruct the Trustee to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Securities is greater than 98% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of the Securities. (f) The conversion rights pursuant to this Article 4 shall commence on the Issue Date of the Securities and expire at the close of business on the Business Day immediately preceding the Final Maturity Date, but shall be exercisable only during the time periods specified with respect to each circumstance pursuant to which the Securities become convertible, subject, in the case of conversion of any Global Security, to any Applicable Procedures. (f) . If a Security is convertible as a result of a Fundamental Change, such conversion right shall commence and terminate as set forth in Section 4.01(d). Securities in respect of which a Fundamental Change Purchase Notice has been delivered delivered, if convertible pursuant to this Article 4, may not be surrendered for conversion pursuant to this Article 4 prior to a valid withdrawal of such Fundamental Change Notice, in accordance with the provisions of Article 3. (g) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. (h) A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities into Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4. (i) The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(i4.01(j) and Section 4.06. (ij) If a Fundamental Change occurs on or prior to the Final Maturity Date as a result of Date, there shall have occurred a transaction described in clauses (1), (2) or (4) of the definition of the term “a Change of Control” , and a Holder elects to convert its Securities “in connection with” such Change of Control transaction, the Company shall pay a “Make Whole Premium” by increasing the applicable Conversion Rate for the Securities surrendered for conversion by a number of additional shares of Common Stock as provided in this Section 4.01(i) below (the “Additional Shares”). A conversion of Securities shall be deemed for these purposes to be “in connection with” such a transaction if the notice of conversion is received by the Conversion Agent from and including the Fundamental Change Effective Date and prior to the close of business on the Business Day prior to the Fundamental Change Purchase Date. The number of Additional Shares per $1,000 principal amount of Securities constituting the Make Whole Premium shall be determined by reference to the table below and shall be below, based on the date on which the Fundamental Change Effective Date occurs of such Change of Control and the price (the “Stock Price”) paid, or deemed to be paid, per share of Common Stock in such transaction. If holders of Common Stock receive only cash in ; provided that if the Fundamental Change transaction, the Stock Price shall be the cash amount paid per share of Common Stock. Otherwise, the Stock Price shall be the average of the Closing Prices of the Common Stock for each of the ten consecutive Trading Days prior to but excluding the Fundamental Change Effective Date. The following table sets forth the Additional Share amounts, if any, by which the applicable Conversion Rate shall be increased for each Stock Price and Fundamental Change Effective Date. $ 8.34 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 $10.00 21.8766 21.2897 20.6449 19.8041 18.8469 17.7580 16.4333 14.7856 12.5094 9.5064 $12.50 15.5826 14.8177 13.9660 12.9350 11.7602 10.3984 8.7622 6.7336 3.9962 0.0000 $15.00 12.0868 11.3311 10.4818 9.4946 8.3802 7.1105 5.6342 3.9167 1.9054 0.0000 $17.50 9.9104 9.2110 8.4281 7.5334 6.5477 5.4371 4.1977 2.8207 1.3825 0.0000 $20.00 8.4308 7.7856 7.0887 6.2911 5.4288 4.4651 3.4377 2.3249 1.1744 0.0000 $25.00 6.5854 6.0598 5.4850 4.8526 4.1729 3.4359 2.6467 1.8100 0.9347 0.0000 $30.00 5.4437 4.9992 4.5222 3.9964 3.4373 2.8328 2.1884 1.5032 0.7793 0.0000 $35.00 4.6491 4.2678 3.8594 3.4101 2.9349 2.4213 1.8724 1.2880 0.6680 0.0000 $40.00 4.0637 3.7293 3.3731 2.9793 2.5658 2.1168 1.6380 1.1265 0.5845 0.0000 $45.00 3.6121 3.3143 2.9986 2.6475 2.2810 1.8811 1.4556 1.0009 0.5193 0.0000 $50.00 3.2543 2.9856 2.7000 2.3837 2.0519 1.6928 1.3104 0.9007 0.4675 0.0000 $75.00 2.1801 2.0000 1.8081 1.5949 1.3715 1.1273 0.8705 0.5970 0.3082 0.0000 $ 100.00 1.6449 1.5061 1.3618 1.1995 1.0310 0.8469 0.6498 0.4427 0.2238 0.0000 If the actual Stock Price or Fundamental Change Effective Date is are not set forth in on the table above, then: table: (i) if the actual Stock Price on the Fundamental Change Effective Date is between two Stock Price amounts in Prices on the table or the actual Fundamental Change Effective Date is between two Fundamental Change Effective Dates in on the table, the Additional Share amounts Make Whole Premium will be determined by a straight-line interpolation between the Additional Share amounts Make Whole Premiums set forth for the higher and lower Stock Prices and the two Fundamental Change Effective Dates on the table based on a 365-day year; , as applicable, (ii) if the actual Stock Price on the Fundamental Change Effective Date exceeds $100.00 120.00 per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall Make Whole Premium will be made; and paid, and (iii) if the actual Stock Price on the Fundamental Change Effective Date is less than $8.34 39.50 per share of Common Stock, subject to adjustment as set forth herein, no adjustment Make Whole Premium will be paid. If Holders of Common Stock receive only cash in the Change of Control transaction, the Stock Price shall be the cash amount paid per share of Common Stock in connection with the Change of Control transaction. Otherwise, the Stock Price shall be equal to the Conversion Rate shall be madeaverage Closing Price of Common Stock over the 10 consecutive Trading Day period ending on the Trading Day immediately preceding, and excluding, the applicable Fundamental Change Effective Date. $39.50 5.4604 5.4604 5.4604 5.4604 5.4604 5.4604 5.4604 5.4604 45.00 4.2404 4.3015 4.3320 4.3046 4.2061 3.9772 3.4891 2.3662 50.00 3.4331 3.4477 3.4294 3.3491 3.1912 2.8922 2.3095 0.1440 60.00 2.3431 2.3079 2.2401 2.1130 1.9114 1.5833 1.0194 0.0000 70.00 1.6671 1.6125 1.5282 1.3931 1.1960 0.9047 0.4634 0.0000 80.00 1.2230 1.1622 1.0778 0.9523 0.7779 0.5376 0.2215 0.0000 90.00 0.9195 0.8589 0.7798 0.6687 0.5204 0.3309 0.1118 0.0000 100.00 0.7037 0.6465 0.5759 0.4791 0.3570 0.2094 0.0634 0.0000 110.00 0.5459 0.4941 0.4314 0.3496 0.2491 0.1346 0.0395 0.0000 120.00 0.4280 0.3812 0.3272 0.2577 0.1753 0.0887 0.0262 0.0000 The Stock Prices set forth in the first column of the table above will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted other than an adjustment pursuant to Section 4.06 hereofthe Make Whole Premium described above. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Share amounts Shares set forth in the table above will be adjusted in the same manner as the Conversion Rate as set forth in Section 4.06 hereof, other than as a result of an adjustment to the Conversion Rate by adding the Make Whole Premium as described above. Notwithstanding the foregoing, in no event shall will the Conversion Rate total number of shares of Common Stock issuable upon conversion of a Security exceed 119.9040 25.3164 shares per $1,000 principal amount of Securities, subject to proportional adjustment in the same manner as the Conversion Rate as set forth in subsections clauses (a1) through (c4) of Section 4.06 4.06(a) hereof. (k) By delivering the amount of cash and/or the number of shares of Common Stock issuable on conversion to the Trustee, the Company will be deemed to have satisfied its obligation to pay the principal amount of the Securities so converted and its obligation to pay accrued and unpaid interest attributable to the period from the most recent Interest Payment Date through the Conversion Date (which amount will be deemed paid in full rather than cancelled, extinguished or forfeited). (l) Notwithstanding anything else contained herein, the Securities shall not become subject to conversion by reason of a merger, consolidation, or other transaction effected with one of the Company’s direct or indirect Subsidiaries for the purpose of changing the Company’s state of incorporation to any other state within the United States or the District of Columbia.

Conversion Privilege and Conversion Rate. (a) Any Subject to and upon compliance with the provisions of this Article, at the option of the Holder thereof, any Security or portion thereof that is an integral multiple of $1,000 principal amount may be converted by the Holder thereof in accordance with the provisions of this Article 4. Upon conversion, Holders shall be entitled to receive the amount of into cash and, if applicableat the Company’s election as described below, fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock determined in of the manner provided in Section 4.12. Securities may be converted prior to the close of business on the Business Day immediately preceding the Final Maturity Date Company at the Conversion Rate Rate, determined as hereinafter provided, in effect at the time of such conversion only under and subject to the following circumstancesadjustments described below, as follows: (1) on any Business Day in any fiscal quarter commencing at any time after October 31, 2007, and only during such fiscal quarter, if, as of the last day of the immediately preceding fiscal quarteron or prior to February 15, 2029, the Closing Sale Price of the Common Stock for at least 20 Trading Days in the period of the 30 consecutive Trading Days ending on the last eleventh Trading Day of such preceding any fiscal quarter was is more than 130120% of the applicable then current Conversion Price on the last day Securities, then the Holder thereof will be entitled to convert such Security until and including the eleventh Trading Day of such preceding the immediately following fiscal quarter; (2) if, on any Business Day during the five Business Day period date after any five consecutive Trading Day period in which the Trading Price per $1,000 principal amount of SecuritiesFebruary 15, as determined by the Trustee following a request by a Holder in accordance with the procedures described in Section 4.01(b)2029, for each Trading Day of that period was less than 95% of the product of the Closing Sale Price of the Common Stock on such day and is more than 120% of the then applicable current Conversion Rate per $1,000 principal amount of Price on the Securities., then the Holder thereof will be entitled to convert such Security at all times thereafter; (3) if the Company distributes elects to all holders of Common Stock any rights entitling them call the Securities for redemption on or after February 20, 2011, then the Holder thereof will be entitled to purchase, for a period expiring within 45 days of convert such distribution, Common Stock, Security (or securities convertible into Common Stock, at less than, or having a conversion price per share less than, the Closing Price portion of the Common Stock Security called for redemption, if less than all), until the close of business on the Trading Business Day immediately preceding prior to the declaration date for such distributionRedemption Date; (4) if the Company distributes to all or substantially all holders of Common Stock rights, options or warrants (other than with respect to a Rights Plan) entitling them to purchase Common Stock at less than the Closing Sale Price of the Common Stock on the last Trading Day preceding the declaration for such distribution, then the Holder thereof will be entitled to convert such Security in the period described below; (5) if the Company distributes to all or substantially all holders of Common Stock cash, assets, cash, debt securities or rights to purchase the Company’s securitiescapital stock, which distribution has a per share value as determined by the Board of Directors exceeding 155% of the Closing Sale Price per share of the Common Stock on the last Trading Day immediately preceding the declaration date for such distribution; (5) if a Fundamental Change occurs, then the Holder thereof will be entitled to convert such Security in the period described below; or (6) at any time during if the Company becomes a party to a consolidation, merger or sale of all or substantially all of the Company’s assets where such consolidation, merger or sale of all or substantially all of the Company’s assets constitutes a Change in Control or such an event occurs that would have been a Change in Control but for the occurrence of one or more of the exceptions (I) and (II) to the definition of a Change in Control contained in the proviso immediately following Section 13.4(2)(iii), then the Holder thereof will be entitled to convert such Security in the period beginning on June 15, 2016 and ending at the close of business on the Business Day immediately preceding the Final Maturity Date. (b) In connection with clause (1) of Section 4.01(a), the Company shall determine at the beginning of each fiscal quarter commencing at any time after October 31, 2007 whether the Securities are convertible pursuant to such clause (1) and shall notify the Trusteedescribed below. In addition, in connection with clause (2) of Section 4.01(a), the Trustee shall have no obligation to determine the Trading Price of the Securities and whether the Securities are convertible pursuant to such clause (2) unless the Company has requested such determination and the Company shall have no obligation to make such request unless a Holder of the Securities provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 95% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of Securities. At such time, the Company shall instruct the Trustee to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Securities is greater than 95% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of the Securities. (c) In the case of a distribution contemplated by clause (3) or in clauses (4) and (5) of this Section 4.01(a12.1(a), the Company shall will notify Holders and the Trustee at least 35 20 days prior to the ex-dividend date (defined below) for such distribution (the “Distribution Notice”). Once the Company has given the Distribution Notice, Holders may surrender their Securities for conversion at any time until the earlier of the close of business on the last Business Day prior to preceding the ex-dividend date or the Company’s announcement that such distribution will not take place. In If in the future the Company adopts a new Rights Plan, Holders will not have any conversion right pursuant to clause (4) above or otherwise, solely as a result of the issuance of Rights pursuant to the Rights Plan. Notwithstanding the foregoing, in the event of a distribution contemplated by clause (3) or in clauses (4) and (5) of this Section 4.01(a12.1(a), Holders may not convert the Securities if the Holders will otherwise may participate in such distribution on an as converted basis (assuming for this purpose that without converting their Securities. In the Securities were convertible solely into event of a number of shares of Common Stock equal to the then applicable Conversion Rate). The “ex-dividend date” is the first date upon which a consolidation, merger or sale of the Common Stock does not automatically transfer the right to receive the relevant distribution from the seller all or substantially all of the Common Stock to its buyer. The Company will provide written notice to the Conversion Agent Company’s assets as soon as reasonably practicable of any anticipated or actual event or transaction that will cause or causes the Securities to become convertible pursuant to clauses contemplated in clause (3) or (46) of this Section 4.01(a12.1(a). (d) In the case of a Fundamental Change, the Company shall provide notice thereof (a “Fundamental Change Conversion Notice”) to the will notify Holders of Securities and the Trustee at least 15 20 days prior to the anticipated closing date that is anticipated to be of such transaction (the Fundamental Change Effective Date“Merger Notice”). Once the Company has given the Merger Notice, the Holders may may, in the event of such consolidation, merger or sale of all or substantially all of the Company’s assets, as contemplated in clause (6) above, surrender Securities for conversion at any time beginning from and after the date which is 15 days before the date that is anticipated to be the Fundamental Change Effective Date until the Trading Day prior to the Fundamental Change Purchase Dateanticipated effective date of such transaction until the date which is 15 days after the actual effective date of such transaction. With respect to clause (1) of this Section 12.1(a), the Conversion Agent will determine, on behalf of the Company, on the first Business Day succeeding the first day of the fiscal quarter on which the Securities would be convertible, whether the Securities are convertible as set forth in such clause (1) based upon the Closing Sale Price of the Common Stock and the then current Conversion Price and, if so, will notify the Company. With respect to clause (2) of this section 12.1(a), the Conversion Agent will determine, on behalf of the Company, daily on any date after February 15, 2029, whether the Securities are convertible as set forth in such clause (2) based upon the Closing Sale Price of the Common Stock and the then current Conversion Price and, if so, will notify the Company. (eb) The conversion rights pursuant Subject to the further provisions of this Article 4 shall commence XII, a Holder of a Security may also convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) for the five Business Day period after any five consecutive Trading Day period in which the average of the Trading Prices for the Securities for such five Trading Day period was less than 95% of the average Conversion Value for the Securities during such period; provided, however, if on the Issue Date Conversion Date, the Closing Sale Price of shares of Common Stock is greater than the then current Conversion Price of the Securities and expire at less than or equal to 120% of the close then current Conversion Price of business on the Business Day immediately preceding the Final Maturity DateSecurities, but shall be exercisable only during the time periods specified with respect to each circumstance pursuant to which a Holder surrenders its Securities for conversion and the Securities become are not otherwise convertible, subject, in then such Holder will receive cash with a value equal to the case of conversion of any Global Security, to any Applicable Procedures. (f) Securities in respect of which a Fundamental Change Purchase Notice has been delivered may not be surrendered for conversion pursuant to this Article 4 prior to a valid withdrawal principal amount of such Fundamental Change Notice, in accordance with Holder’s Securities on such Conversion Date. The “Conversion Value” for the provisions Securities is equal to the product of Article 3. (g) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. (h) The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(i) and Section 4.06. (i) If a Fundamental Change occurs prior to the Final Maturity Date as a result of a transaction described in clauses (1), (2) or (4) of the definition of the term “Change of Control” and a Holder elects to convert its Securities “in connection with” such transaction, the Company shall pay a “Make Whole Premium” by increasing the applicable Applicable Conversion Rate for the Securities surrendered for conversion by a number of additional shares of Common Stock as provided in this Section 4.01(i) (the “Additional Shares”). A conversion of Securities shall be deemed for these purposes to be “in connection with” such a transaction if the notice of conversion is received by the Conversion Agent from and including the Fundamental Change Effective Date and prior to the close of business on the Business Day prior to the Fundamental Change Purchase Date. The number of Additional Shares per $1,000 principal amount of Securities constituting the Make Whole Premium shall be determined by reference to the table below and shall be based on the date on which the Fundamental Change Effective Date occurs and the price (the “Stock Price”) paid, or deemed to be paid, per share of Common Stock in such transaction. If holders of Common Stock receive only cash in the Fundamental Change transaction, the Stock Price shall be the cash amount paid per share of Common Stock. Otherwise, the Stock Price shall be the average of the Closing Prices of the Common Stock for each of the ten consecutive Trading Days prior to but excluding the Fundamental Change Effective Date. The following table sets forth the Additional Share amounts, if any, by which the applicable Conversion Rate shall be increased for each Stock Price and Fundamental Change Effective Date. $ 8.34 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 $10.00 21.8766 21.2897 20.6449 19.8041 18.8469 17.7580 16.4333 14.7856 12.5094 9.5064 $12.50 15.5826 14.8177 13.9660 12.9350 11.7602 10.3984 8.7622 6.7336 3.9962 0.0000 $15.00 12.0868 11.3311 10.4818 9.4946 8.3802 7.1105 5.6342 3.9167 1.9054 0.0000 $17.50 9.9104 9.2110 8.4281 7.5334 6.5477 5.4371 4.1977 2.8207 1.3825 0.0000 $20.00 8.4308 7.7856 7.0887 6.2911 5.4288 4.4651 3.4377 2.3249 1.1744 0.0000 $25.00 6.5854 6.0598 5.4850 4.8526 4.1729 3.4359 2.6467 1.8100 0.9347 0.0000 $30.00 5.4437 4.9992 4.5222 3.9964 3.4373 2.8328 2.1884 1.5032 0.7793 0.0000 $35.00 4.6491 4.2678 3.8594 3.4101 2.9349 2.4213 1.8724 1.2880 0.6680 0.0000 $40.00 4.0637 3.7293 3.3731 2.9793 2.5658 2.1168 1.6380 1.1265 0.5845 0.0000 $45.00 3.6121 3.3143 2.9986 2.6475 2.2810 1.8811 1.4556 1.0009 0.5193 0.0000 $50.00 3.2543 2.9856 2.7000 2.3837 2.0519 1.6928 1.3104 0.9007 0.4675 0.0000 $75.00 2.1801 2.0000 1.8081 1.5949 1.3715 1.1273 0.8705 0.5970 0.3082 0.0000 $ 100.00 1.6449 1.5061 1.3618 1.1995 1.0310 0.8469 0.6498 0.4427 0.2238 0.0000 If the actual Stock Price or Fundamental Change Effective Date is not set forth in the table above, then: (i) if the actual Stock Price on the Fundamental Change Effective Date is between two Stock Price amounts in the table or the actual Fundamental Change Effective Date is between two Fundamental Change Effective Dates in the table, the Additional Share amounts will be determined by a straight-line interpolation between the Additional Share amounts set forth for the higher and lower Stock Prices and the two Fundamental Change Effective Dates on the table based on a 365-day year; (ii) if the actual Applicable Stock Price on the Fundamental Change Effective Date exceeds $100.00 per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall be made; and (iii) if the actual Stock Price on the Fundamental Change Effective Date is less than $8.34 per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall be made. The Stock Prices set forth in the first column of the table above will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted pursuant to Section 4.06 hereof. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Share amounts set forth in the table above will be adjusted in the same manner as the Conversion Rate as set forth in Section 4.06 hereof. Notwithstanding the foregoing, in no event shall the Conversion Rate exceed 119.9040 shares per $1,000 principal amount of Securities, subject to adjustment in the same manner as the Conversion Rate as set forth in subsections (a) through (c) of Section 4.06 hereofPrice.

Conversion Privilege and Conversion Rate. (a) Any Subject to and upon compliance with the provisions of this Article and the Securities, at the option of the Holder thereof, any Security or portion thereof that is an integral multiple of $1,000 principal amount may be converted by into fully paid and nonassessable shares (calculated as to each conversion to the Holder thereof in accordance with the provisions nearest 1/100th of this Article 4. Upon conversion, Holders shall be entitled to receive the amount of cash and, if applicable, shares a share) of Common Stock determined in of the manner provided in Section 4.12. Securities may be converted Company at any time on or prior to the close of business on the Business Day immediately preceding the Final Maturity Date at the Conversion Rate Rate, determined as hereinafter provided, in effect at the time of such conversion and subject to the adjustments described below, only under the following circumstances: (1) prior to October 1, 2021, on any Business Day in date during any fiscal quarter commencing at any time after October 31, 2007, (and only during such fiscal quarter) after the fiscal quarter ending September 28, if2003, as of the last day of the immediately preceding fiscal quarter, if the Closing Price per share of the Common Stock was more than 110% of the then current Conversion Price for at least 20 Trading Days in the period of the 30 consecutive Trading Days ending on the last Trading Day of such preceding fiscal quarter was more than 130% day of the applicable Conversion Price on the last day of such preceding previous fiscal quarter; (2) on any Business Day during the five Business Day period or after October 1, 2021, at all times on or after any five consecutive Trading Day period in date on which the Trading Price per $1,000 principal amount of Securities, as determined by the Trustee following a request by a Holder in accordance with the procedures described in Section 4.01(b), for each Trading Day of that period was less than 95% of the product of the Closing Price per share of the Common Stock on such day and is more than 110% of the then applicable current Conversion Rate per $1,000 principal amount of Price on the Securities.; (3) until the close of business on the Business Day prior to the Redemption Date if the Company distributes elects to all holders of Common Stock any rights entitling them to purchaseredeem the Securities on or after October 1, for a period expiring within 45 days of such distribution, Common Stock, or securities convertible into Common Stock, at less than, or having a conversion price per share less than, the Closing Price of the Common Stock on the Trading Day immediately preceding the declaration date for such distribution2008; (4) if the Company distributes to all or substantially all holders of Common Stock rights, options or warrants entitling them to purchase Common Stock at less than the Closing Price per share of the Common Stock on the last Trading Day preceding the declaration for such distribution; (5) if the Company distributes to all or substantially all holders of Common Stock cash, assets, cash, debt securities or rights to purchase the Company’s securitiescapital stock, which distribution has a per share value as determined by the Board of Directors exceeding 1510% of the Closing Price per share of the Common Stock on the last Trading Day immediately preceding the declaration date for such distribution; (56) if the Company becomes a Fundamental party to a consolidation, merger or binding share exchange pursuant to which all or substantially all of the Company's Common Stock would be converted to cash, securities or other property, or if the Company undergoes a Change occursin Control or an event occurs that would have been a Change in Control but for the existence of one of the Change in Control exceptions pursuant to Section 3.8(a)(2) of this Indenture; or (67) at for the ten Business Day period after any time five consecutive Trading Day period in which the average Trading Prices for the Securities for such five Trading Day period was less than 98% of the average Conversion Value for the Securities during the period beginning on June 15such period; provided, 2016 and ending at the close of business however, that a Holder may not convert its Securities pursuant to this clause (7) if, on the Business Day immediately preceding the Final Maturity Conversion Date. (b) In connection with clause (1) of Section 4.01(a), the Company shall determine at Closing Price per share of Common Stock is greater than or equal to the beginning of each fiscal quarter commencing at any time after October 31, 2007 whether the Securities are convertible pursuant to such clause (1) and shall notify the Trustee. In addition, in connection with clause (2) of Section 4.01(a), the Trustee shall have no obligation to determine the Trading then current Conversion Price of the Securities and whether the Securities are convertible pursuant to such clause (2) unless the Company has requested such determination and the Company shall have no obligation to make such request unless a Holder of the Securities provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 95or equal to 110% of the product of the Closing then current Conversion Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of Securities. At such time, the Company shall instruct the Trustee to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Securities is greater than 95% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of the Securities. (c) In the case of a distribution contemplated by clause (3) or clauses (4) and (5) of this Section 4.01(a4.1(a), the Company shall will notify Holders and the Trustee at least 35 20 days prior to the ex-dividend date (defined below) for such distribution (the “"Distribution Notice”"). Once the Company has given the Distribution Notice, Holders may surrender their Securities for conversion at any time until the earlier of the close of business on the last Business Day prior to preceding the ex-dividend date or the Company’s 's announcement that such distribution will not take place. In Notwithstanding the foregoing, in the event of a distribution contemplated by clause (3) or clauses (4) and (5) of this Section 4.01(a4.1(a), Holders may not convert the Securities if the Holders will otherwise may participate in such distribution on an as converted basis (assuming for this purpose that the Securities were convertible solely into a number of shares of Common Stock equal to the then applicable Conversion Rate)without converting their Securities. The “ex-dividend date” is the first date upon which a sale of the Common Stock does not automatically transfer the right to receive the relevant distribution from the seller of the Common Stock to its buyer. The Company will provide written notice to the Conversion Agent as soon as reasonably practicable of any anticipated or actual event or transaction that will cause or causes the Securities to become convertible pursuant to clauses (3) or (4) of Section 4.01(a). (d) In the case of a Fundamental Changean event contemplated by clause (6) of this Section 4.1(a), the Company shall provide notice thereof (a “Fundamental Change Conversion Notice”) to the will notify Holders of Securities and the Trustee at least 15 25 days prior to the anticipated effective date that is anticipated to be of such transaction (the Fundamental Change Effective Date"Merger Notice"). Once the Company has given the Merger Notice, the Holders may surrender Securities for conversion at any time beginning from and after the date which is 15 days before the date that is anticipated to be the Fundamental Change Effective Date until the Trading Day prior to the Fundamental Change Purchase Date. anticipated effective date of such transaction until the date which is 15 days after the actual effective date of such transaction. If the Company is party to a transaction contemplated by clause (e6) The conversion rights pursuant to of this Article 4 shall commence on Section 4.1(a), then at the Issue Date effective time of the Securities and expire at transaction, the close right to convert a Security into shares of business on the Business Day immediately preceding the Final Maturity Date, but Common Stock shall be exercisable only during changed into a right to convert such Security into the time periods specified with respect to each circumstance pursuant to which kind and amount of cash, securities or other property of the Securities become convertible, subject, in Company or another person that the case of conversion of any Global Security, to any Applicable Procedures. (f) Securities in respect of which a Fundamental Change Purchase Notice has been delivered may not be surrendered for conversion pursuant to this Article 4 prior to a valid withdrawal of Holders would have received if the Holders had converted such Fundamental Change Notice, in accordance with the provisions of Article 3. (g) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. (h) The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(i) and Section 4.06. (i) If a Fundamental Change occurs immediately prior to the Final Maturity Date effective time of the transaction. With respect to clause (1) of this Section 4.1(a), the Conversion Agent will determine, on behalf of the Company, on the first Business Day of each fiscal quarter whether the Securities are convertible as set forth in such clause (1) as a result of a transaction described in clauses (1), (2) or (4) of the definition of the term “Change of Control” and a Holder elects to convert its Securities “in connection with” such transaction, the Company shall pay a “Make Whole Premium” by increasing the applicable Conversion Rate for the Securities surrendered for conversion by a number of additional shares of Common Stock as provided in this Section 4.01(i) (the “Additional Shares”). A conversion of Securities shall be deemed for these purposes to be “in connection with” such a transaction if the notice of conversion is received by the Conversion Agent from and including the Fundamental Change Effective Date and prior to the close of business on the Business Day prior to the Fundamental Change Purchase Date. The number of Additional Shares per $1,000 principal amount of Securities constituting the Make Whole Premium shall be determined by reference to the table below and shall be based on the date on which the Fundamental Change Effective Date occurs and the price (the “Stock Price”) paid, or deemed to be paid, Closing Price per share of Common Stock in such transaction. If holders of Common Stock receive only cash in the Fundamental Change transaction, the Stock Price shall be the cash amount paid per share of Common Stock. Otherwise, the Stock Price shall be the average of the Closing Prices of the Common Stock for each and the then current Conversion Price and, if so, will notify the Company. With respect to clause (2) of this section 4.1(a), the Conversion Agent will determine, on behalf of the ten consecutive Trading Days prior to but excluding the Fundamental Change Effective Date. The following table sets forth the Additional Share amountsCompany, if any, by which the applicable Conversion Rate shall be increased for each Stock Price and Fundamental Change Effective Date. $ 8.34 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 $10.00 21.8766 21.2897 20.6449 19.8041 18.8469 17.7580 16.4333 14.7856 12.5094 9.5064 $12.50 15.5826 14.8177 13.9660 12.9350 11.7602 10.3984 8.7622 6.7336 3.9962 0.0000 $15.00 12.0868 11.3311 10.4818 9.4946 8.3802 7.1105 5.6342 3.9167 1.9054 0.0000 $17.50 9.9104 9.2110 8.4281 7.5334 6.5477 5.4371 4.1977 2.8207 1.3825 0.0000 $20.00 8.4308 7.7856 7.0887 6.2911 5.4288 4.4651 3.4377 2.3249 1.1744 0.0000 $25.00 6.5854 6.0598 5.4850 4.8526 4.1729 3.4359 2.6467 1.8100 0.9347 0.0000 $30.00 5.4437 4.9992 4.5222 3.9964 3.4373 2.8328 2.1884 1.5032 0.7793 0.0000 $35.00 4.6491 4.2678 3.8594 3.4101 2.9349 2.4213 1.8724 1.2880 0.6680 0.0000 $40.00 4.0637 3.7293 3.3731 2.9793 2.5658 2.1168 1.6380 1.1265 0.5845 0.0000 $45.00 3.6121 3.3143 2.9986 2.6475 2.2810 1.8811 1.4556 1.0009 0.5193 0.0000 $50.00 3.2543 2.9856 2.7000 2.3837 2.0519 1.6928 1.3104 0.9007 0.4675 0.0000 $75.00 2.1801 2.0000 1.8081 1.5949 1.3715 1.1273 0.8705 0.5970 0.3082 0.0000 $ 100.00 1.6449 1.5061 1.3618 1.1995 1.0310 0.8469 0.6498 0.4427 0.2238 0.0000 If the actual Stock Price or Fundamental Change Effective Date is not set forth in the table above, then: (i) if the actual Stock Price daily on the Fundamental Change Effective Date is between two Stock Price amounts in the table or the actual Fundamental Change Effective Date is between two Fundamental Change Effective Dates in the table, the Additional Share amounts will be determined by a straight-line interpolation between the Additional Share amounts set forth for the higher and lower Stock Prices and the two Fundamental Change Effective Dates on the table based on a 365-day year; (ii) if the actual Stock Price on the Fundamental Change Effective Date exceeds $100.00 per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall be made; and (iii) if the actual Stock Price on the Fundamental Change Effective Date is less than $8.34 per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall be made. The Stock Prices set forth in the first column of the table above will be adjusted as of any date on which the Conversion Rate of or after October 1, 2021, whether the Securities is adjusted pursuant to Section 4.06 hereof. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Share amounts set forth in the table above will be adjusted in the same manner as the Conversion Rate are convertible as set forth in Section 4.06 hereof. Notwithstanding such clause (2) as a result of the foregoingClosing Price per share of the Common Stock and the then current Conversion Price and, in no event shall if so, will notify the Conversion Rate exceed 119.9040 shares per $1,000 principal amount of Securities, subject to adjustment in the same manner as the Conversion Rate as set forth in subsections (a) through (c) of Section 4.06 hereofCompany.

Conversion Privilege and Conversion Rate. (a) Any Subject to and upon compliance with the provisions of this Article, at the option of the Holder thereof, any portion of a Security or portion thereof that is an integral multiple of $1,000 principal amount may be converted by into fully paid and nonassessable shares (calculated as to each conversion to the Holder thereof in accordance with the provisions nearest 1/100th of this Article 4. Upon conversion, Holders shall be entitled to receive the amount of cash and, if applicable, shares a share) of Common Stock determined in of the manner provided in Section 4.12. Securities may be converted prior to the close of business on the Business Day immediately preceding the Final Maturity Date Company at the Conversion Rate Rate, determined as hereinafter provided, in effect at the time of such conversion only under the following circumstancesand subject to adjustment as described below, as follows: (1) on any Business Day in any fiscal quarter commencing at any time after October 31, 2007, and only during such fiscal quarter, if, as of the last day of the immediately preceding fiscal quarteron or prior to May 1, 2019, the Closing Sale Price of the Common Stock Stock, for at least 20 Trading Days in the period of the 30 consecutive Trading Days ending on the last eleventh Trading Day of such preceding any fiscal quarter was quarter, is more than 130120% of the applicable then current Conversion Price on of the last day Securities, then the Holder thereof will be entitled to convert such Security until and including the eleventh Trading Day of such preceding the immediately following fiscal quarter; (2) if, on any Business Day during the five Business Day period date after any five consecutive Trading Day period in which the Trading Price per $1,000 principal amount of SecuritiesMay 1, as determined by the Trustee following a request by a Holder in accordance with the procedures described in Section 4.01(b)2019, for each Trading Day of that period was less than 95% of the product of the Closing Sale Price of the Common Stock on such day and is more than 120% of the then applicable current Conversion Rate per $1,000 principal amount Price of the Securities., then the Holder thereof will be entitled to convert such Security at all times thereafter; (3) if the Company distributes elects to all holders of Common Stock any rights entitling them call the Securities for redemption, then the Holder thereof will be entitled to purchase, for a period expiring within 45 days of convert such distribution, Common Stock, Security (or securities convertible into Common Stock, at less than, or having a conversion price per share less than, the Closing Price portion of the Common Stock Security called for redemption, if less than all), until the close of business on the Trading Business Day immediately preceding prior to the declaration date for such distributionRedemption Date; (4) if the Company distributes to all or substantially all holders of Common Stock, rights, options or warrants (other than with respect to a Rights Plan) entitling them to purchase Common Stock assetsat less than the Closing Sale Price of the Common Stock on the last Trading Day preceding the declaration for such distribution, then the Holder thereof will be entitled to convert such Security in the period described below; (5) if the Company distributes to all or substantially all holders of Common Stock, cash, assets, debt securities or rights to purchase the Company’s securitiesCapital Stock of any Subsidiary, which distribution has a per share value as determined by the Board of Directors exceeding 155% of the Closing Sale Price per share of the Common Stock on the last Trading Day immediately preceding the declaration date for such distribution; (5) if a Fundamental Change occurs, then the Holder thereof will be entitled to convert such Security in the period described below; or (6) at any time during if the Company becomes a party to a consolidation, merger or sale of all or substantially all of the Company’s assets where such consolidation, merger or sale of all or substantially all of the Company’s assets constitutes a Change in Control or such event occurs that would have been a Change in Control but for the occurrence of one or more of the exceptions (I) and (II) to the definition of a Change in Control contained in the proviso immediately following Section 13.3(2)(iii), then the Holder thereof will be entitled to convert such Security in the period beginning on June 15, 2016 and ending at the close of business on the Business Day immediately preceding the Final Maturity Date. (b) In connection with clause (1) of Section 4.01(a), the Company shall determine at the beginning of each fiscal quarter commencing at any time after October 31, 2007 whether the Securities are convertible described below. A Security for which a Holder has delivered a Repurchase Notice pursuant to Section 13.2 may be surrendered for conversion only if such clause (1) and shall notify Repurchase Notice is withdrawn under the Trusteeterms of this Indenture. In addition, in connection with clause (2) of Section 4.01(a), the Trustee shall have no obligation to determine the Trading Price of the Securities and whether the Securities are convertible pursuant to such clause (2) unless the Company has requested such determination and the Company shall have no obligation to make such request unless a Holder of the Securities provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 95% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of Securities. At such time, the Company shall instruct the Trustee to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Securities is greater than 95% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of the Securities. (c) In the case of a distribution contemplated by clause (3) or in clauses (4) and (5) of this Section 4.01(a12.1(a), the Company shall will notify Holders and the Trustee at least 35 20 days prior to the ex-dividend date (defined below) for such distribution (the “Distribution Notice”). Once the Company has given the Distribution Notice, Holders may surrender their Securities for conversion at any time until the earlier of the close of business on the last Business Day prior to preceding the ex-dividend date or the Company’s announcement that such distribution will not take place. In If in the future the Company adopts a Rights Plan, Holders will not have any conversion right pursuant to clause (4) above or otherwise, solely as a result of the issuance of Rights pursuant to the Rights Plan. Notwithstanding the foregoing, in the event of a distribution contemplated by clause (3) or in clauses (4) and (5) of this Section 4.01(a12.1(a), Holders may not convert the Securities if the Holders will otherwise may participate in such distribution on an as converted basis (assuming for this purpose that without converting their Securities. In the Securities were convertible solely into event of a number of shares of Common Stock equal to the then applicable Conversion Rate). The “ex-dividend date” is the first date upon which a consolidation, merger or sale of the Common Stock does not automatically transfer the right to receive the relevant distribution from the seller all or substantially all of the Common Stock to its buyer. The Company will provide written notice to the Conversion Agent Company’s assets as soon as reasonably practicable of any anticipated or actual event or transaction that will cause or causes the Securities to become convertible pursuant to clauses contemplated in clause (3) or (46) of this Section 4.01(a12.1(a). (d) In the case of a Fundamental Change, the Company shall provide notice thereof (a “Fundamental Change Conversion Notice”) to the will notify Holders of Securities and the Trustee at least 15 20 days prior to the anticipated closing date that is anticipated to be of such transaction (the Fundamental Change Effective Date“Merger Notice”). Once the Company has given the Merger Notice, the Holders may may, in the event of such consolidation, merger or sale of all or substantially all of the Company’s assets, as contemplated in clause (6) above, surrender Securities for conversion at any time beginning from and after the date which is 15 days before the date that is anticipated to be the Fundamental Change Effective Date until the Trading Day prior to the Fundamental Change Purchase Dateanticipated effective date of such transaction until the date which is 15 days after the actual effective date of such transaction. With respect to clause (1) of this Section 12.1(a), the Conversion Agent will determine, on behalf of the Company, on the first Business Day succeeding the first day of the fiscal quarter on which the Securities would be convertible, whether the Securities are convertible as set forth in such clause (1) based upon the Closing Sale Price of the Common Stock and the then current Conversion Price and, if so, will notify the Company. With respect to clause (2) of this section 12.1(a), the Conversion Agent will determine, on behalf of the Company, daily on any date after May 1, 2019, whether the Securities are convertible as set forth in such clause (2) based upon the Closing Sale Price of the Common Stock and the then current Conversion Price and, if so, will notify the Company. (eb) The conversion rights pursuant Subject to the further provisions of this Article 4 shall commence on the Issue Date of the Securities and expire XII, at the close of business on the Business Day immediately preceding the Final Maturity Date, but shall be exercisable only during the any time periods specified with respect to each circumstance pursuant to which the Securities become convertible, subject, in the case of conversion of any Global Security, to any Applicable Procedures. (f) Securities in respect of which a Fundamental Change Purchase Notice has been delivered may not be surrendered for conversion pursuant to this Article 4 prior to May 1, 2019, a valid withdrawal of such Fundamental Change Notice, in accordance with the provisions of Article 3. (g) Provisions of this Indenture that apply to conversion of all Holder of a Security may also apply to conversion of a portion of a Security. (h) The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(i) and Section 4.06. (i) If a Fundamental Change occurs prior to convert the Final Maturity Date as a result of a transaction described in clauses (1), (2) or (4) of the definition of the term “Change of Control” and a Holder elects to convert its Securities “in connection with” such transaction, the Company shall pay a “Make Whole Premium” by increasing the applicable Conversion Rate for the Securities surrendered for conversion by a number of additional shares of Common Stock as provided in this Section 4.01(i) (the “Additional Shares”). A conversion of Securities shall be deemed for these purposes to be “in connection with” such a transaction if the notice of conversion is received by the Conversion Agent from and including the Fundamental Change Effective Date and prior to the close of business on the Business Day prior to the Fundamental Change Purchase Date. The number of Additional Shares per $1,000 principal amount of Securities constituting such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) for the Make Whole Premium shall be determined by reference to the table below and shall be based on the date on five Business Day period after any five consecutive Trading Day period in which the Fundamental Change Effective Date occurs and the price (the “Stock Price”) paid, or deemed to be paid, per share of Common Stock in such transaction. If holders of Common Stock receive only cash in the Fundamental Change transaction, the Stock Price shall be the cash amount paid per share of Common Stock. Otherwise, the Stock Price shall be the average of the Closing Trading Prices for the Securities in such period was less than 98% of the Common Stock for each of the ten consecutive Trading Days prior to but excluding the Fundamental Change Effective Date. The following table sets forth the Additional Share amounts, if any, by which the applicable average Conversion Rate shall be increased for each Stock Price and Fundamental Change Effective Date. $ 8.34 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 $10.00 21.8766 21.2897 20.6449 19.8041 18.8469 17.7580 16.4333 14.7856 12.5094 9.5064 $12.50 15.5826 14.8177 13.9660 12.9350 11.7602 10.3984 8.7622 6.7336 3.9962 0.0000 $15.00 12.0868 11.3311 10.4818 9.4946 8.3802 7.1105 5.6342 3.9167 1.9054 0.0000 $17.50 9.9104 9.2110 8.4281 7.5334 6.5477 5.4371 4.1977 2.8207 1.3825 0.0000 $20.00 8.4308 7.7856 7.0887 6.2911 5.4288 4.4651 3.4377 2.3249 1.1744 0.0000 $25.00 6.5854 6.0598 5.4850 4.8526 4.1729 3.4359 2.6467 1.8100 0.9347 0.0000 $30.00 5.4437 4.9992 4.5222 3.9964 3.4373 2.8328 2.1884 1.5032 0.7793 0.0000 $35.00 4.6491 4.2678 3.8594 3.4101 2.9349 2.4213 1.8724 1.2880 0.6680 0.0000 $40.00 4.0637 3.7293 3.3731 2.9793 2.5658 2.1168 1.6380 1.1265 0.5845 0.0000 $45.00 3.6121 3.3143 2.9986 2.6475 2.2810 1.8811 1.4556 1.0009 0.5193 0.0000 $50.00 3.2543 2.9856 2.7000 2.3837 2.0519 1.6928 1.3104 0.9007 0.4675 0.0000 $75.00 2.1801 2.0000 1.8081 1.5949 1.3715 1.1273 0.8705 0.5970 0.3082 0.0000 $ 100.00 1.6449 1.5061 1.3618 1.1995 1.0310 0.8469 0.6498 0.4427 0.2238 0.0000 If the actual Stock Price or Fundamental Change Effective Date is not set forth in the table above, then: (i) if the actual Stock Price on the Fundamental Change Effective Date is between two Stock Price amounts in the table or the actual Fundamental Change Effective Date is between two Fundamental Change Effective Dates in the table, the Additional Share amounts will be determined by a straight-line interpolation between the Additional Share amounts set forth Value for the higher and lower Stock Prices and the two Fundamental Change Effective Dates on the table based on a 365-day year; (ii) if the actual Stock Price on the Fundamental Change Effective Date exceeds $100.00 per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall be made; and (iii) if the actual Stock Price on the Fundamental Change Effective Date is less than $8.34 per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall be made. The Stock Prices set forth in the first column of the table above will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted pursuant to Section 4.06 hereof. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to during such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Share amounts set forth in the table above will be adjusted in the same manner as the Conversion Rate as set forth in Section 4.06 hereof. Notwithstanding the foregoing, in no event shall the Conversion Rate exceed 119.9040 shares per $1,000 principal amount of Securities, subject to adjustment in the same manner as the Conversion Rate as set forth in subsections (a) through (c) of Section 4.06 hereofperiod.

Conversion Privilege and Conversion Rate. (a) Any Security or portion thereof that is an integral multiple of $1,000 principal amount may be converted by the Holder thereof in accordance with the provisions of this Article 4. Upon conversion, Holders shall be entitled to receive the amount of cash and, if applicable, shares of Common Stock determined in the manner provided in Section 4.12. Securities may be converted prior to the close of business on the second Business Day immediately preceding the Final Maturity Date at the Conversion Rate in effect at the time of such conversion only under the following circumstances: (1) on any Business Day in any fiscal calendar quarter of the Company commencing at any time after October March 31, 20072008, and only during such fiscal calendar quarter, if, as of the last day of the immediately preceding fiscal calendar quarter, the Closing Price of the Common Stock for at least 20 Trading Days in the period of 30 consecutive Trading Days ending on the last Trading Day of such preceding fiscal calendar quarter was more than 130% of the applicable Conversion Price on the last day of such preceding fiscal quartercalendar quarter provided, however, that the Company’s Board of Directors shall make appropriate adjustments, in its good faith determination, to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the ex-dividend date of the event occurs, during the 30 consecutive Trading Day period; (2) on any Business Day during the five Business Day period after any five consecutive Trading Day period in which the Trading Price per $1,000 principal amount of Securities, as determined by the Trustee following a request by a Holder in accordance with the procedures described in Section 4.01(b4.01(d)(ii), for each Trading Day of that period was less than 9598% of the product of the Closing Price of the Common Stock on such day and the then applicable Conversion Rate per $1,000 principal amount of Securities. (3) if the Company distributes to all holders of Common Stock any rights entitling them to purchase, for a period expiring within 45 days of such distribution, Common Stock, or securities convertible into Common Stock, at less than, or having a conversion price per share less than, the Closing Price of the Common Stock on the Trading Day immediately preceding the declaration date for such distributiondistribution (in which case Securities may be converted in accordance with Section 4.01(b), below); (4) if the Company distributes to all holders of Common Stock assets, cash, debt securities or rights to purchase the Company’s securities, which distribution has a per share value as determined by the Board of Directors of the Company exceeding 15% of the Closing Price per share of the Common Stock on the Trading Day immediately preceding the declaration date for such distributiondistribution (in which case Securities may be converted in accordance with Section 4.01(b), below); (5) if a Fundamental Change occursoccurs (in which case Securities may be converted in accordance with Section 4.01(c), below); or (6) at any time during the period beginning on June July 15, 2016 2014 and ending at the close of business on the second Business Day immediately preceding the Final Maturity Date. (b) In connection with clause (1) of Section 4.01(a), the Company shall determine at the beginning of each fiscal quarter commencing at any time after October 31, 2007 whether the Securities are convertible pursuant to such clause (1) and shall notify the Trustee. In addition, in connection with clause (2) of Section 4.01(a), the Trustee shall have no obligation to determine the Trading Price of the Securities and whether the Securities are convertible pursuant to such clause (2) unless the Company has requested such determination and the Company shall have no obligation to make such request unless a Holder of the Securities provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 95% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of Securities. At such time, the Company shall instruct the Trustee to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Securities is greater than 95% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of the Securities. (c) In the case of a distribution contemplated by clause clauses (3) or and (4) of Section 4.01(a), the Company shall notify Holders and the Trustee in writing at least 35 20 days prior to the ex-dividend date (defined below) for such distribution (the “Distribution Notice”). Once the Company has given the Distribution Notice, Holders may surrender their Securities for conversion at any time until the earlier of the close of business on the Business Day prior to the ex-dividend date or the Company’s announcement that such distribution will not take place. In the event of a distribution contemplated by clause clauses (3) or and (4) of Section 4.01(a), Holders may not convert the Securities if the Holders will otherwise participate in such distribution on an as converted basis (assuming for this purpose that the Securities were convertible solely into a number of shares of Common Stock equal to the then applicable Conversion Rate)basis. The “ex-dividend date” is the first date upon which a sale of the Common Stock does not automatically transfer the right to receive the relevant distribution from the seller of the Common Stock to its buyer. The Company will provide written notice to the Conversion Agent as soon as reasonably practicable of any anticipated or actual event or transaction that will cause or causes the Securities to become convertible pursuant to clauses (3) or (4) of Section 4.01(a). (dc) In the case of a Fundamental Change, the Company shall provide written notice thereof (a “Fundamental Change Conversion Notice”) to the Holders of Securities and the Trustee at least 15 days prior to the date that is anticipated to be the Fundamental Change Effective Date of any Fundamental Change that the Company knows or reasonably should know will occur. If the Company does not know, and should not reasonably know, that a Fundamental Change will occur until a date that is within 15 days before the anticipated Fundamental Change Effective Date, the Company will notify the Holders of Securities and the Trustee in writing promptly after the Company has knowledge of the Fundamental Change. Holders may surrender Securities for conversion at any time beginning 15 days before the date that is anticipated to be the Fundamental Change Effective Date and until the Trading Day prior to the Fundamental Change Purchase Date. (ed) The conversion rights pursuant to this Article 4 shall commence on the Issue Date of the Securities and expire at the close of business on the Business Day immediately preceding the Final Maturity Date, but shall be exercisable only during the time periods specified with respect to each circumstance pursuant to which the Securities become convertible, subject, in the case of conversion of any Global Security, to any Applicable Procedures. (f) Securities in respect of which a Fundamental Change Purchase Notice has been delivered may not be surrendered for conversion pursuant to this Article 4 prior to a valid withdrawal of such Fundamental Change Notice, in accordance with the provisions of Article 3. (g) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. (h) The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(i) and Section 4.06. (i) If a Fundamental Change occurs prior to the Final Maturity Date as a result of a transaction described in clauses (1), (2) or (4) For each calendar quarter of the definition of Company, beginning with the term “Change of Control” and a Holder elects to convert its Securities “in connection with” such transactioncalendar quarter ending March 31, 2008, the Company shall pay a “Make Whole Premium” by increasing will determine, on the applicable Conversion Rate for first Business Day following the last Trading Day of such calendar quarter, whether the Securities surrendered for conversion by a number are convertible pursuant to clause (1) of additional shares of Common Stock as provided in this Section 4.01(i) (4.01(a), and, if so, will notify the “Additional Shares”). A conversion of Securities shall be deemed for these purposes to be “in connection with” such a transaction if the notice of conversion is received by Trustee and the Conversion Agent from and including the Fundamental Change Effective Date and prior (to the close of business on extent the Business Day prior to the Fundamental Change Purchase Date. The number of Additional Shares per $1,000 principal amount of Securities constituting the Make Whole Premium shall be determined by reference to the table below and shall be based on the date on which the Fundamental Change Effective Date occurs and the price (the “Stock Price”) paid, or deemed to be paid, per share of Common Stock in such transaction. If holders of Common Stock receive only cash in the Fundamental Change transaction, the Stock Price shall be the cash amount paid per share of Common Stock. Otherwise, the Stock Price shall be the average of the Closing Prices of the Common Stock for each of the ten consecutive Trading Days prior to but excluding the Fundamental Change Effective Date. The following table sets forth the Additional Share amounts, if any, by which the applicable Conversion Rate shall be increased for each Stock Price and Fundamental Change Effective Date. $ 8.34 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 $10.00 21.8766 21.2897 20.6449 19.8041 18.8469 17.7580 16.4333 14.7856 12.5094 9.5064 $12.50 15.5826 14.8177 13.9660 12.9350 11.7602 10.3984 8.7622 6.7336 3.9962 0.0000 $15.00 12.0868 11.3311 10.4818 9.4946 8.3802 7.1105 5.6342 3.9167 1.9054 0.0000 $17.50 9.9104 9.2110 8.4281 7.5334 6.5477 5.4371 4.1977 2.8207 1.3825 0.0000 $20.00 8.4308 7.7856 7.0887 6.2911 5.4288 4.4651 3.4377 2.3249 1.1744 0.0000 $25.00 6.5854 6.0598 5.4850 4.8526 4.1729 3.4359 2.6467 1.8100 0.9347 0.0000 $30.00 5.4437 4.9992 4.5222 3.9964 3.4373 2.8328 2.1884 1.5032 0.7793 0.0000 $35.00 4.6491 4.2678 3.8594 3.4101 2.9349 2.4213 1.8724 1.2880 0.6680 0.0000 $40.00 4.0637 3.7293 3.3731 2.9793 2.5658 2.1168 1.6380 1.1265 0.5845 0.0000 $45.00 3.6121 3.3143 2.9986 2.6475 2.2810 1.8811 1.4556 1.0009 0.5193 0.0000 $50.00 3.2543 2.9856 2.7000 2.3837 2.0519 1.6928 1.3104 0.9007 0.4675 0.0000 $75.00 2.1801 2.0000 1.8081 1.5949 1.3715 1.1273 0.8705 0.5970 0.3082 0.0000 $ 100.00 1.6449 1.5061 1.3618 1.1995 1.0310 0.8469 0.6498 0.4427 0.2238 0.0000 If the actual Stock Price or Fundamental Change Effective Date Trustee is not set forth in the table above, then: (i) if the actual Stock Price on the Fundamental Change Effective Date is between two Stock Price amounts in the table or the actual Fundamental Change Effective Date is between two Fundamental Change Effective Dates in the table, the Additional Share amounts will be determined by a straight-line interpolation between the Additional Share amounts set forth for the higher and lower Stock Prices and the two Fundamental Change Effective Dates on the table based on a 365-day year; (ii) if the actual Stock Price on the Fundamental Change Effective Date exceeds $100.00 per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall be made; and (iii) if the actual Stock Price on the Fundamental Change Effective Date is less than $8.34 per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall be made. The Stock Prices set forth in the first column of the table above will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted pursuant to Section 4.06 hereof. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Share amounts set forth in the table above will be adjusted in the same manner also serving as the Conversion Rate as set forth Agent) in Section 4.06 hereof. Notwithstanding the foregoing, in no event shall the Conversion Rate exceed 119.9040 shares per $1,000 principal amount of Securities, subject to adjustment in the same manner as the Conversion Rate as set forth in subsections (a) through (c) of Section 4.06 hereofwriting.

Conversion Privilege and Conversion Rate. (a) Any Subject to and upon compliance with the provisions of this Article, at the option of the Holder thereof, any Security or portion thereof that is an integral multiple of $1,000 principal amount may be converted by into fully paid and nonassessable shares (calculated as to each conversion to the Holder thereof in accordance with the provisions nearest 1/100th of this Article 4. Upon conversion, Holders shall be entitled to receive the amount of cash and, if applicable, shares a share) of Common Stock determined in of the manner provided in Section 4.12. Securities may be converted prior to the close of business on the Business Day immediately preceding the Final Maturity Date Company at the Conversion Rate Rate, determined as hereinafter provided, in effect at the time of such conversion only under and subject to the following circumstancesadjustments described below, as follows: (1) if, on any Business Day in any fiscal quarter commencing at any time after October or prior to March 31, 2007, and only during such fiscal quarter, if, as of the last day of the immediately preceding fiscal quarter2008, the Closing Sale Price of the Common Stock for at least 20 Trading Days in the period of the 30 consecutive Trading Days ending on the last Trading Day of such preceding any fiscal quarter was is more than 130110% of the applicable then current Conversion Price on the last day of Securities, then the Holder thereof will be entitled to convert such preceding Security during the immediately following fiscal quarter; (2) if, on any Business Day during the five Business Day period date after any five consecutive Trading Day period in which the Trading Price per $1,000 principal amount of SecuritiesMarch 31, as determined by the Trustee following a request by a Holder in accordance with the procedures described in Section 4.01(b)2008, for each Trading Day of that period was less than 95% of the product of the Closing Sale Price of the Common Stock on such day and is more than 110% of the then applicable current Conversion Rate per $1,000 principal amount of Price on the Securities., then the Holder thereof will be entitled to convert such Security at all times thereafter; (3) if the Company distributes elects to all holders of Common Stock any rights entitling them call the Securities for redemption on or after October 5, 2008, then the Holder thereof will be entitled to purchase, for a period expiring within 45 days of convert such distribution, Common Stock, Security (or securities convertible into Common Stock, at less than, or having a conversion price per share less than, the Closing Price portion of the Common Stock Security called for redemption, if less than all), until the close of business on the Trading Business Day immediately preceding prior to the declaration date for such distributionRedemption Date; (4) if the Company distributes to all or substantially all holders of Common Stock rights, options or warrants entitling them to purchase Common Stock at less than the Closing Sale Price of the Common Stock on the last day preceding the declaration for such distribution, then the Holder thereof will be entitled to convert such Security in the period described below; (5) if the Company distributes to all or substantially all holders of Common Stock cash, assets, cash, debt securities or rights to purchase the Company’s securitiescapital stock, which distribution has a per share value as determined by the Board of Directors exceeding 155% of the Closing Sale Price per share of the Common Stock on the Trading Day immediately last day preceding the declaration date for such distribution; (5) if a Fundamental Change occurs, then the Holder thereof will be entitled to convert such Security in the period described below; or (6) at any time during the period beginning on June 15, 2016 and ending at the close of business on the Business Day immediately preceding the Final Maturity Date. (b) In connection with clause (1) of Section 4.01(a), if the Company shall determine at becomes a party to a consolidation, merger or sale of all or substantially all of the beginning Company's assets where such consolidation, merger or sale of each fiscal quarter commencing at any time after October 31, 2007 whether all or substantially all of the Securities are convertible pursuant to Company's assets constitutes a Change in Control or such clause an event occurs that would have been a Change in Control but for the exceptions (1I) and shall notify the Trustee. In addition, in connection with clause (2) of Section 4.01(a), the Trustee shall have no obligation to determine the Trading Price of the Securities and whether the Securities are convertible pursuant to such clause (2) unless the Company has requested such determination and the Company shall have no obligation to make such request unless a Holder of the Securities provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 95% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of Securities. At such time, the Company shall instruct the Trustee to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Securities is greater than 95% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate per $1,000 principal amount of the Securities. (c) In the case of a distribution contemplated by clause (3) or (4) of Section 4.01(a), the Company shall notify Holders and the Trustee at least 35 days prior to the ex-dividend date (defined below) for such distribution (the “Distribution Notice”). Once the Company has given the Distribution Notice, Holders may surrender their Securities for conversion at any time until the earlier of the close of business on the Business Day prior to the ex-dividend date or the Company’s announcement that such distribution will not take place. In the event of a distribution contemplated by clause (3) or (4) of Section 4.01(a), Holders may not convert the Securities if the Holders will otherwise participate in such distribution on an as converted basis (assuming for this purpose that the Securities were convertible solely into a number of shares of Common Stock equal to the then applicable Conversion Rate). The “ex-dividend date” is the first date upon which a sale of the Common Stock does not automatically transfer the right to receive the relevant distribution from the seller of the Common Stock to its buyer. The Company will provide written notice to the Conversion Agent as soon as reasonably practicable of any anticipated or actual event or transaction that will cause or causes the Securities to become convertible pursuant to clauses (3) or (4) of Section 4.01(a). (d) In the case of a Fundamental Change, the Company shall provide notice thereof (a “Fundamental Change Conversion Notice”II) to the Holders definition of Securities and a Change in Control immediately following Section 13.4(2)(iii), then the Trustee at least 15 days prior Holder thereof will be entitled to date that is anticipated to be the Fundamental Change Effective Date. Holders may surrender Securities for conversion at any time beginning 15 days before the date that is anticipated to be the Fundamental Change Effective Date until the Trading Day prior to the Fundamental Change Purchase Date. (e) The conversion rights pursuant to this Article 4 shall commence on the Issue Date of the Securities and expire at the close of business on the Business Day immediately preceding the Final Maturity Date, but shall be exercisable only during the time periods specified with respect to each circumstance pursuant to which the Securities become convertible, subject, convert such Security in the case of conversion of any Global Security, to any Applicable Proceduresperiod described below. (f) Securities in respect of which a Fundamental Change Purchase Notice has been delivered may not be surrendered for conversion pursuant to this Article 4 prior to a valid withdrawal of such Fundamental Change Notice, in accordance with the provisions of Article 3. (g) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. (h) The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(i) and Section 4.06. (i) If a Fundamental Change occurs prior to the Final Maturity Date as a result of a transaction described in clauses (1), (2) or (4) of the definition of the term “Change of Control” and a Holder elects to convert its Securities “in connection with” such transaction, the Company shall pay a “Make Whole Premium” by increasing the applicable Conversion Rate for the Securities surrendered for conversion by a number of additional shares of Common Stock as provided in this Section 4.01(i) (the “Additional Shares”). A conversion of Securities shall be deemed for these purposes to be “in connection with” such a transaction if the notice of conversion is received by the Conversion Agent from and including the Fundamental Change Effective Date and prior to the close of business on the Business Day prior to the Fundamental Change Purchase Date. The number of Additional Shares per $1,000 principal amount of Securities constituting the Make Whole Premium shall be determined by reference to the table below and shall be based on the date on which the Fundamental Change Effective Date occurs and the price (the “Stock Price”) paid, or deemed to be paid, per share of Common Stock in such transaction. If holders of Common Stock receive only cash in the Fundamental Change transaction, the Stock Price shall be the cash amount paid per share of Common Stock. Otherwise, the Stock Price shall be the average of the Closing Prices of the Common Stock for each of the ten consecutive Trading Days prior to but excluding the Fundamental Change Effective Date. The following table sets forth the Additional Share amounts, if any, by which the applicable Conversion Rate shall be increased for each Stock Price and Fundamental Change Effective Date. $ 8.34 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 29.4104 $10.00 21.8766 21.2897 20.6449 19.8041 18.8469 17.7580 16.4333 14.7856 12.5094 9.5064 $12.50 15.5826 14.8177 13.9660 12.9350 11.7602 10.3984 8.7622 6.7336 3.9962 0.0000 $15.00 12.0868 11.3311 10.4818 9.4946 8.3802 7.1105 5.6342 3.9167 1.9054 0.0000 $17.50 9.9104 9.2110 8.4281 7.5334 6.5477 5.4371 4.1977 2.8207 1.3825 0.0000 $20.00 8.4308 7.7856 7.0887 6.2911 5.4288 4.4651 3.4377 2.3249 1.1744 0.0000 $25.00 6.5854 6.0598 5.4850 4.8526 4.1729 3.4359 2.6467 1.8100 0.9347 0.0000 $30.00 5.4437 4.9992 4.5222 3.9964 3.4373 2.8328 2.1884 1.5032 0.7793 0.0000 $35.00 4.6491 4.2678 3.8594 3.4101 2.9349 2.4213 1.8724 1.2880 0.6680 0.0000 $40.00 4.0637 3.7293 3.3731 2.9793 2.5658 2.1168 1.6380 1.1265 0.5845 0.0000 $45.00 3.6121 3.3143 2.9986 2.6475 2.2810 1.8811 1.4556 1.0009 0.5193 0.0000 $50.00 3.2543 2.9856 2.7000 2.3837 2.0519 1.6928 1.3104 0.9007 0.4675 0.0000 $75.00 2.1801 2.0000 1.8081 1.5949 1.3715 1.1273 0.8705 0.5970 0.3082 0.0000 $ 100.00 1.6449 1.5061 1.3618 1.1995 1.0310 0.8469 0.6498 0.4427 0.2238 0.0000 If the actual Stock Price or Fundamental Change Effective Date is not set forth in the table above, then: (i) if the actual Stock Price on the Fundamental Change Effective Date is between two Stock Price amounts in the table or the actual Fundamental Change Effective Date is between two Fundamental Change Effective Dates in the table, the Additional Share amounts will be determined by a straight-line interpolation between the Additional Share amounts set forth for the higher and lower Stock Prices and the two Fundamental Change Effective Dates on the table based on a 365-day year; (ii) if the actual Stock Price on the Fundamental Change Effective Date exceeds $100.00 per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall be made; and (iii) if the actual Stock Price on the Fundamental Change Effective Date is less than $8.34 per share of Common Stock, subject to adjustment as set forth herein, no adjustment to the Conversion Rate shall be made. The Stock Prices set forth in the first column of the table above will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted pursuant to Section 4.06 hereof. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Share amounts set forth in the table above will be adjusted in the same manner as the Conversion Rate as set forth in Section 4.06 hereof. Notwithstanding the foregoing, in no event shall the Conversion Rate exceed 119.9040 shares per $1,000 principal amount of Securities, subject to adjustment in the same manner as the Conversion Rate as set forth in subsections (a) through (c) of Section 4.06 hereof.