Common use of Conversion Privilege and Conversion Rate Clause in Contracts

Conversion Privilege and Conversion Rate. (a) Subject to and upon compliance with the provisions of this Article, at the option of the Holder thereof, any Security that is an integral multiple of $1,000 may be converted into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock of the Company at the Conversion Rate, determined as hereinafter provided, in effect at the time of conversion and subject to the adjustments described below, as follows: (1) if, on or prior to December 31, 2007, 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 first day of a Conversion Period was more than 110% of the then current Conversion Price on the Securities, then the Holder thereof will be entitled to convert such Security during that Conversion Period; (2) if, on any date after December 31, 2007 and prior to the Stated Maturity, the Closing Price Per Share of the Common Stock is more than 110% of the then current Conversion Price on the Securities, 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 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; (4) if the Company distributes to all or substantially all holders of Common Stock cash, assets, debt securities or capital stock, which distribution has a per share value as determined by the Board of Directors exceeding 10% of the Closing Price Per Share of the Common Stock on the last Trading Day preceding the declaration for such distribution; or (5) 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.

Conversion Privilege and Conversion Rate. (a) Subject to and upon compliance with the provisions of this Article, at the option of the Holder thereof, any Security that is an integral multiple of $1,000 may be converted into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock of the Company at the Conversion Rate, determined as hereinafter provided, in effect at the time of conversion and subject to the adjustments described below, as follows: (1) if, on or prior to December 31, 2007, 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 first day of a Conversion Period was more than 110% of the then current Conversion Price on the Securities, then the Holder thereof will be entitled to convert such Security during that Conversion Period; (2) if, on any date after December 31, 2007 and prior to the Stated Maturity, the Closing Price Per Share of the Common Stock is more than 110% of the then current Conversion Price on 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 July 1, 2008; (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; (45) if the Company distributes to all or substantially all holders of Common Stock cash, assets, debt securities or capital stock, which distribution has a per share value as determined by the Board of Directors exceeding 10% of the Closing Price Per Share of the Common Stock on the last Trading Day preceding the declaration for such distribution; or (56) 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.

Conversion Privilege and Conversion Rate. (a) Subject to and upon compliance with the provisions of this Article, at the option of the Holder thereof, any Security that is an integral multiple of $1,000 principal amount may be converted into cash or, at the Company’s election as described below, and under certain circumstances, a combination of cash and fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock of the Company at the Conversion Rate, determined as hereinafter provided, in effect at the time of conversion and subject to the adjustments described below, as follows: (1) if, on or prior to December 31February 15, 20072029, the Closing Sale 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 first day eleventh Trading Day of a Conversion Period was any fiscal quarter is more than 110120% of the then current Conversion Price on the Securities, then the Holder thereof will be entitled to convert such Security during that Conversion Perioduntil and including the eleventh Trading Day of the immediately following fiscal quarter; (2) if, on any date after December 31February 15, 2007 and prior to the Stated Maturity2029, the Closing Sale Price Per Share of the Common Stock is more than 110120% of the then current Conversion Price on 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 February 20, 2011, 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 Business Day prior to the Redemption 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 Per Share 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; (45) if the Company distributes to all or substantially all holders of Common Stock cash, assets, debt securities or capital stock, which distribution has a per share value as determined by the Board of Directors exceeding 105% of the Closing Sale Price Per Share 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; or (56) if the Company becomes a party to a consolidation, merger or sale of all or substantially all of the Company's ’s assets where such consolidation, merger or sale of all or substantially all of the Company's ’s assets constitutes a Change in ControlControl 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 described below. In the case of a distribution contemplated in clauses (4) and (5) of this Section 12.1(a), the Company will notify Holders at least 20 days prior to the ex-dividend date 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 preceding the ex-dividend date or the Company’s announcement that such distribution will not take place. 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 in clauses (4) and (5) of this Section 12.1(a), Holders may not convert the Securities if the Holders may participate in such distribution without converting their Securities. In the event of a consolidation, merger or sale of all or substantially all of the Company’s assets as contemplated in clause (6) of this Section 12.1(a), the Company will notify Holders at least 20 days prior to the anticipated closing date of such transaction (the “Merger Notice”). Once the Company has given the Merger Notice, the Holders 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 from and after the date which is 15 days prior to the anticipated 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. (b) Subject to the further provisions of this Article 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 Reference Period Conversion Value for the Securities during such period; provided, however, if on the Conversion Date, the Closing Sale Price of shares of Common Stock is greater than the then current Conversion Price of the Securities and less than or equal to 120% of the then current Conversion Price of the Securities, a Holder surrenders its Securities for conversion and the Securities are not otherwise convertible, then such Holder will receive cash with a value equal to the principal amount of such Holder’s Securities on such Conversion Date.

Conversion Privilege and Conversion Rate. (a) Subject to and upon compliance with the provisions of this ArticleArticle and the Securities, at the option of the Holder thereof, any Security or portion thereof that is an integral multiple of $1,000 may be converted into fully paid the Principal Return and nonassessable shares (calculated as to each conversion Net Share Amount, if any, at any time on or prior to the nearest 1/100th close of a share) of Common Stock of -27- business on the Final Maturity Date, unless previously redeemed by the Company or purchased by the Company at the Holders' option, at the Conversion Rate, determined as hereinafter provided, in effect at the time of conversion and subject to the adjustments described below, as followsonly under the following circumstances: (1) ifafter the fiscal quarter ended September 30, on or 2004 and prior to December 31March 5, 20072022, in any fiscal quarter (and only during such fiscal quarter) if the Closing Price Per Share per share of the Common Stock for at least 20 Trading Days in the period of the 30 consecutive Trading Days ending on the first day last Trading Day of a Conversion Period the previous fiscal quarter was more than 110130% of the then current Conversion Price; (2) on or after March 5, 2022, at all times on or after any date on which the Closing Price per share of the Common Stock is more than 130% of the then current Conversion Price on of the Securities, then the Holder thereof will be entitled to convert such Security during that Conversion Period; (2) if, on any date after December 31, 2007 and prior to the Stated Maturity, the Closing Price Per Share of the Common Stock is more than 110% of the then current Conversion Price on the Securities, then the Holder thereof will be entitled to convert such Security at all times thereafter; (3) until the close of business on the Business Day prior to the Redemption Date if the Company elects to redeem the Securities pursuant to Article 3 hereof; (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 per share of the Common Stock on the last Trading Day day preceding the declaration for such distribution; (45) if the Company distributes to all or substantially all holders of Common Stock cashCash, assets, debt securities or capital stockCapital Stock, which distribution has a per share value as determined by the Board of Directors exceeding 10% of the Closing Price Per Share per share of the Common Stock on the last Trading Day day preceding the declaration for such distribution; or; (5A) if the Company becomes a party to a consolidation, merger or sale of binding share exchange pursuant to which all or substantially all of the Company's assets where Common Stock would be converted to Cash, securities or other property, (B) if a Change in Control occurs, or (C) if an event occurs that would have been a Change in Control but for the existence of one of the Change in Control exceptions set forth in the clauses 2(A) through (C) of Section 3.8(c) of this Indenture; or (7) during the five consecutive Business Day period following any five consecutive Trading Day period in which the average Trading Price for the Securities for such consolidationfive consecutive Trading Day period was less than 98% of the average Conversion Value for the Securities for such five consecutive Trading Day period ("trading price condition"); provided that upon any conversion of Securities pursuant to this trading price condition if, merger on the applicable Conversion Date, the Closing Price per share of Common Stock is greater than or sale equal to the then current Conversion Price of the Securities and less than or equal to 130% of the then current Conversion Price of the Securities then such Holder shall receive, instead of Cash and, if applicable, shares of Common Stock calculated in accordance with Section 4.2, Cash with a value equal to the principal amount of the Securities (a "Principal Value Conversion"); provided, further, that Cash delivered upon a Principal Value Conversion will be valued at the greater of the Conversion Price of the Securities as of the Conversion Date and the Applicable Stock Price as of the Conversion Date. (b) Subject to certain exceptions described in Sections 3.7, 3.8, 3.12 and 4.14 and Article 5, if a Holder surrenders its Securities for conversion, the Company shall deliver, in respect of each $1,000 principal amount of Securities: (1) Cash in an amount (the "Principal Return") equal to the lesser of (A) the principal amount of each Security and (B) the Conversion Value; and (2) if the Conversion Value is greater than the principal amount of each Security, a number of shares of Common Stock (the "Net Shares") equal to the sum of the Daily Share Amounts (calculated as described below) for each Trading Day during the Applicable Conversion Reference Period (the "Net Share Amount"); provided that, in lieu of the delivery of Net Shares, the Company may, at its option, deliver Cash or a combination of Cash and shares of Common Stock equal to the value of the sum of the Daily Share Amounts. For this purpose, the value of each Daily Share Amount shall be calculated using the Closing Price of Common Stock on each Trading Day in the Applicable Reference Period. If and to the extent that the Company makes such an election, references herein to "Net Share Amount" shall be deemed to be references to such amount in Cash or combination of Cash and Common Stock, as applicable. (c) In the case of a distribution contemplated by clauses (4) and (5) of Subsection 4.1(a), the Company shall notify Holders at least 20 days prior to the ex-dividend date 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 preceding the ex-dividend date or the Company's announcement that such distribution will not take place. Notwithstanding the foregoing, in the event of a distribution contemplated by clauses (4) and (5) of Subsection 4.1(a), Holders may not convert the Securities if the Holders may participate in such distribution without converting their Securities. (d) In the case of a transaction contemplated by clause (6) of Subsection 4.1(a), the Company will notify Holders at least 25 days prior to the anticipated effective date of such transaction (the "Merger Notice"). 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 date which is 15 days after the actual effective date of such transaction. If the Company is party to a transaction contemplated by subclause (6)(A) of Subsection 4.1(a), then at the effective time of the transaction, the right to convert a Security into shares of Common Stock shall be changed into a right to convert such Security into the kind and amount of Cash, securities or other property that the Holders would have received if the Holders had converted such Security into shares of Common Stock immediately prior to the actual effective date of the transaction. If the Company is party to a transaction contemplated by subclause (6)(B) of Subsection 4.1(a), then the Holders may require the Company to purchase all or substantially all a portion of the Securities as described in Section 3.8; provided that if such transaction occurs on or prior to March 5, 2011, the Holders shall, in the alternative, be entitled to receive Additional Shares as provided in Article 5 hereto. (e) Prior to March 5, 2022, beginning with the fiscal quarter ending March 31, 2004, (1) the Conversion Agent will determine, on behalf of the Company's assets constitutes , on the first Business Day following the last Trading Day of each fiscal quarter whether the Securities are convertible pursuant to clause (1) of Subsection 4.1(a), and, if so, will notify the Company. From March 5, 2022, the Conversion Agent will determine, on behalf of the Company, on a daily basis, whether the Securities are convertible pursuant to clause (2) of this Subsection 4.1(a) and, if so, will notify the Company. (f) 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 98% of the Conversion Value; at such time, the Company shall instruct the Conversion Agent to determine the Trading Price and Conversion Value of the Securities beginning on the next Trading Day and on each successive Trading Day for 10 consecutive Trading Days to determine whether the average of the Trading Prices for the Securities for any five consecutive Trading Day -29- period within such 10 Trading Day period is less than 98% of the average Conversion Value of the Securities over such five Trading Day period and to notify the Company accordingly. (g) 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 (4) or (5) of Subsection 4.1(a). (h) The conversion right, subject to the conditions described in this Section 4.1, shall commence on the initial issuance date of the Securities and expire at the close of business on the Final Maturity Date, subject, in the case of conversion of any Global Security, to any Applicable Procedures. If a Security 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, or the Business Day following the Change in Control Purchase Date or Put Right Purchase Date, as the case may be, for such Security (unless the Company shall default in making the Redemption Price payment, Change in Control Purchase Price payment or Put Right 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 default is cured and such Security is redeemed or purchased, as the case may be). Securities in respect of which a Change in ControlControl Purchase Notice or a Put Right Purchase Notice, as the case may be, has been delivered may not be surrendered for conversion pursuant to this Article 4 prior to a valid withdrawal of such Change in Control Notice or Put Right Purchase Notice, as the case may be in accordance with the provisions of Article 3. (i) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. (j) 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. (k) The rate at which shares of Common Stock shall be delivered upon conversion (herein called the "Conversion Rate") shall be initially 91.2596 shares of Common Stock for each $1,000 principal amount of Securities. The Conversion Rate shall be adjusted in certain instances as provided in this Article 4. The "Conversion Price" shall equal $1,000 divided by the Conversion Rate and shall be adjusted when the Conversion Price is so adjusted in accordance with this Article 4.