Common use of Conversion Privilege Clause in Contracts

Conversion Privilege. A holder of a Security may convert the principal amount thereof (or any portion thereof that is an integral multiple of $1,000) into fully paid and nonassessable shares of Common Stock of the Company at any time prior to the close of business (New York time) on the maturity date of the Security at the Conversion Price then in effect, except that, with respect to any Security called for redemption, such conversion right shall terminate at the close of business (New York time) on the Business Day immediately preceding the redemption date (unless the Company shall default in making the redemption payment when it becomes due, in which case the conversion price shall terminate on the date such default is cured). A Security in respect of which a holder has delivered an “Option of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require the Company to purchase such Security may be converted only if the notice of exercise is withdrawn as provided in accordance with Section 3.08 hereof. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the conversion price in effect on the Conversion Date (the “Conversion Price”). The initial Conversion Price is stated in paragraph 10 of the Securities and is subject to adjustment as provided in this Article V. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of it. A holder of Securities is not entitled to any rights of a holder of Common Stock until such holder of Securities has converted such Securities into Common Stock, and only to the extent that such Securities are deemed to have been converted into Common Stock under this Article V.

Conversion Privilege. A holder Subject to the further provisions of this Article 4 and paragraph 8 of the Securities, a Holder of a Security may convert the principal amount thereof of such Security (or any portion thereof that is an equal to $1,000 or any integral multiple of $1,0001,000 in excess thereof) into fully paid and nonassessable shares of Common Stock of the Company at any time prior to the close of business (New York time) on the maturity date of the Security Final Maturity Date, at the Conversion Price then in effect; provided, except however, that, with respect to any if such Security is called for redemptionredemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business (New York time) on the Business Day immediately preceding the Redemption Date or Change in Control Purchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption date or for purchase (unless the Company shall default in making the redemption payment or Change in Control Purchase Price payment when it becomes due, in which case the conversion price right shall terminate at the close of business on the date such default is cured). A Security in respect of which a holder has delivered an “Option of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require the Company to purchase cured and such Security is redeemed or purchased, as the case may be converted only if the notice of exercise is withdrawn as provided in accordance with Section 3.08 hereofbe). The number of shares of Common Stock issuable upon conversion of a Security is shall be determined by dividing the principal amount of the Security converted or portion thereof surrendered for conversion by the conversion price Conversion Price in effect on the Conversion Date (the “Conversion Price”)Date. The initial Conversion Price is stated set forth in paragraph 10 8 of the Securities and is subject to adjustment as provided in this Article V. 4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of ita Security. A Security in respect of which a Holder has delivered a Change in Control Purchase Notice pursuant to Section 3.8(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Purchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Purchase Date in accordance with Section 3.9. A holder Holder of Securities is not entitled to any rights of a holder of Common Stock until such holder of Securities Holder has converted such its Securities into to Common Stock, and only to the extent that such Securities are deemed to have been converted into Common Stock under pursuant to this Article V.4.

Conversion Privilege. A holder of a Security may convert the principal amount thereof (or any portion thereof that is an integral multiple of $1,000) into fully paid and nonassessable shares of Common Stock of the Company at any time prior to the close of business (New York City time) on the maturity date of the Security Security's maturity at the Conversion Price then in effect, except that, with respect to any Security called for redemption, such conversion right shall terminate at the close of business (New York time) on the Business Day immediately preceding the redemption date (unless the Company shall default in making the redemption payment when it becomes due, in which case the conversion price right shall terminate on the date such default is cured). A Security in respect of which a holder has delivered an “"Option of Securityholder Noteholder to Elect Purchase” " form set forth on appearing in Exhibit A attached hereto exercising the option of such holder to require the Company to purchase such Security may be converted only if the notice of exercise is withdrawn as provided in accordance with Section 3.08 hereof3.8. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the conversion price in effect on the Conversion Date (the “"Conversion Price”"). The initial Conversion Price is stated in paragraph 10 of the Securities and is subject to adjustment as provided in this Article V. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of it. A holder of Securities is not entitled to any rights of a holder of Common Stock (other than as provided in Section 4.8 hereof) until such holder of Securities has converted such Securities into Common Stock, and only to the extent that such Securities are deemed to have been converted into Common Stock under this Article V.

Conversion Privilege. A holder (a) Subject to and upon compliance with the provisions of a this Article IV, at the option of the Holder, any Security may convert or any portion of the principal amount thereof (or any portion thereof that which is an integral multiple of $1,000) 1,000 may be converted at the principal amount thereof, or of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stock of the Company at any time prior to the close of business (New York time) on the maturity date of the Security Stock, at the Conversion Price then Price, determined as hereinafter provided, in effecteffect at the time of conversion; provided, except thathowever, with respect to any that if such Security is called for redemptionredemption pursuant to Article III or submitted or presented for repurchase pursuant to Article XII, such conversion right shall terminate at the close of business (New York time) on the second Business Day immediately preceding the Redemption Date or Change in Control Repurchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption date or for purchase (unless the Company shall default in making the redemption Redemption Price or Change in Control Repurchase Price payment when it becomes due, in which case the conversion price right shall terminate at the close of business on the date such default is curedcured and such Security is redeemed or purchased, as the case may be). A If such Security in respect is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the Holder of which a holder has delivered an “Option of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require the Company to purchase such Security may be converted only if the notice of exercise is withdrawn as provided in accordance with convert such Security pursuant to this Section 3.08 hereof4.1. The number of shares of Common Stock issuable upon conversion of a Security is shall be determined by dividing the principal amount of the Security converted or portion thereof surrendered for conversion by the conversion price Conversion Price in effect on the Conversion Date (the “Conversion Price”)Date. The initial Conversion Price is stated set forth in paragraph 10 8 of the Securities and is subject to adjustment as provided in this Article V. IV. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of ita Security. A holder Security in respect of which a Holder has delivered a Change in Control Repurchase Notice pursuant to Section 12.1(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Repurchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Repurchase Date in accordance with Section 12.2. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such holder of Securities Holder has converted such its Securities into to Common Stock, and only to the extent that such Securities are deemed to have been converted into Common Stock under pursuant to this Article V.IV.

Conversion Privilege. A holder of a Security may convert the principal amount thereof (or any portion thereof that is an integral multiple of $1,000) into fully paid and nonassessable shares of Common Stock of the Company at any time prior to the close of business (New York time) on the maturity date of the Security at the Conversion Price then in effect, except that, with respect to any Security called for redemption, such conversion right shall terminate at the close of business (New York time) on the Business Day immediately preceding the redemption date (unless the Company shall default in making the redemption payment when it becomes due, in which case the conversion price shall terminate on the date such default is cured). A Security in respect of which a holder has delivered an “Option of Securityholder Noteholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require the Company to purchase such Security may be converted only if the notice of exercise is withdrawn as provided in accordance with Section 3.08 hereof. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the conversion price in effect on the Conversion Date (the “Conversion Price”). The initial Conversion Price is stated in paragraph 10 of the Securities and is subject to adjustment as provided in this Article V. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of it. A holder of Securities is not entitled to any rights of a holder of Common Stock until such holder of Securities has converted such Securities into Common Stock, and only to the extent that such Securities are deemed to have been converted into Common Stock under this Article V.5.

Conversion Privilege. A holder Subject to the further provisions of this Section 4.1, a Holder of a Security may may, at the Holder's option, convert the principal amount thereof of such Security (or any portion thereof that is an equal to $1,000 or any integral multiple of $1,0001,000 in excess thereof) into fully paid and nonassessable shares of Common Stock of the Company at any time prior to the close of business (New York time) on the maturity date of the Security Final Maturity Date, at the Conversion Price then in effect; PROVIDED, except HOWEVER, that, with respect to any if such Security is called for redemptionredemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business (New York time) on the Business Day immediately preceding the Redemption Date or Change in Control Purchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption date or for purchase (unless the Company shall default Default in making the redemption payment or Change in Control Purchase Price payment when it becomes due, in which case the conversion price right shall terminate at the close of business on the date such default Default is cured). A Security in respect of which a holder has delivered an “Option of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require the Company to purchase cured and such Security is redeemed or purchased, as the case may be converted only if the notice of exercise is withdrawn as provided in accordance with Section 3.08 hereofbe). The number of shares of Common Stock issuable upon conversion of a Security is shall be determined by dividing the principal amount of the Security converted or portion thereof surrendered for conversion by the conversion price Conversion Price in effect on the Conversion Date (the “Conversion Price”)Date. The initial Conversion Price is stated set forth in paragraph 10 8 of the Securities and is subject to adjustment as provided in this Article V. 4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of ita Security. A Security in respect of which a Holder has delivered a Change in Control Purchase Notice pursuant to Section 3.8(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Purchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Purchase Date in accordance with Section 3.9. A holder Holder of Securities is not entitled to any rights of a holder of Common Stock until such holder of Securities Holder has converted such its Securities into to Common Stock, and only to the extent that such Securities are deemed to have been converted into Common Stock under pursuant to this Article V.4.

Conversion Privilege. A holder Holder of a Security may convert the principal amount thereof (or any portion thereof that is an integral multiple of $1,000) into fully paid and nonassessable shares of such Security for Common Stock of the Company at any time prior to during the close of business (New York time) on the maturity date period stated in paragraph 9 of the Security at the Conversion Price then in effect, except that, with respect to any Security called for redemption, such conversion right shall terminate at the close of business (New York time) on the Business Day immediately preceding the redemption date (unless the Company shall default in making the redemption payment when it becomes due, in which case the conversion price shall terminate on the date such default is cured). A Security in respect of which a holder has delivered an “Option of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require the Company to purchase such Security may be converted only if the notice of exercise is withdrawn as provided in accordance with Section 3.08 hereofSecurities. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount per $1,000 of the Security converted by the conversion price in effect on the Conversion Date Principal Amount thereof (the “Conversion Price”). The initial Conversion Price is stated "CONVERSION RATE") shall be that set forth in paragraph 10 of 9 in the Securities and is Securities, subject to adjustment as provided herein set forth. The Holders' right to convert Securities into shares of Common Stock is subject to the Company's right to elect to instead pay such Holder the amount of Cash set forth in the next succeeding sentence, in lieu of delivering such shares of Common Stock; PROVIDED, HOWEVER, that if such payment of Cash is not permitted pursuant to the provisions of this Indenture or the provisions of any other agreement or instrument to which the Company is a party or by which it is bound or otherwise, the Company shall deliver shares of Common Stock (and Cash in lieu of fractional shares of Common Stock) in accordance with this Article V. 11, whether or not the Company has delivered a notice pursuant to Section 11.02 hereof to the effect that the Securities would be paid in Cash. The amount of Cash to be paid pursuant to Section 11.02 hereof for each $1,000 of Principal Amount of a Security upon conversion shall be equal to the Sale Price of the Common Stock on the Trading Day immediately prior to the related Conversion Date multiplied by the Conversion Rate in effect on such Trading Day. The Company shall not pay Cash in lieu of delivering shares of Common Stock upon the conversion of any Security pursuant to the terms of this Article 11 (other than Cash in lieu of fractional shares pursuant to Section 11.03 hereof) if there has occurred (prior to, on or after, as the case may be, the Conversion Date or the date on which the Company delivers its notice of whether such Security shall be converted into shares of Common Stock or Cash pursuant to Section 11.02 hereof) and is continuing an Event of Default (other than a default in a Cash payment upon conversion of such Securities), PROVIDED, HOWEVER, that this sentence shall not apply in the event that an Event of Default occurs after such Cash is paid. A Holder may convert a portion of the Principal Amount of a Security if the portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of it. A holder of Securities is not entitled to any rights of a holder of Common Stock until such holder of Securities has converted such Securities into Common Stock, and only to the extent that such Securities are deemed to have been converted into Common Stock under this Article V.Security.

Conversion Privilege. A holder (a) Subject to the further provisions of this Article IV and paragraph 6 of the Securities, a Holder of a Security may convert the principal amount thereof of such Security (or any portion thereof that is an equal to $1,000 or any integral multiple of $1,0001,000 in excess thereof) into fully paid and nonassessable shares of Common Stock of the Company at any time prior to the close of business (New York time) on the maturity date of the Security Final Maturity Date, at the Conversion Price then in effect, except that, . (b) If a Security is submitted or presented for purchase pursuant to a Change of Control Purchase Notice in accordance with respect to any Security called for redemptionArticle III, such conversion right shall terminate at the close of business (New York time) on the Business Day immediately preceding the redemption Change in Control Purchase Date for such Security or such earlier date as the Holder presents such Security for purchase (unless the Company shall default in making the redemption payment when it becomes due, in which case the conversion price shall terminate on the date such default is curedHolder withdraws its election pursuant to Section 4.01(e). A Security in respect of which a holder has delivered an “Option of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require ). (c) If the Company to purchase such Security may be converted only if elects Share Settlement the notice of exercise is withdrawn as provided in accordance with Section 3.08 hereof. The number of shares of Common Stock issuable upon conversion of a Security is shall be determined by dividing the aggregate principal amount of the Security converted or portion thereof surrendered for conversion by the conversion price Conversion Price in effect on the Conversion Date (the “Conversion Price”)Date. The initial Conversion Price is stated set forth in paragraph 10 6 of the Securities and is subject to adjustment as provided in this Article V. IV. (d) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of it. a Security. (e) A holder Security in respect of which a Holder has delivered a Change in Control Purchase Notice pursuant to Section 3.02(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only (1) if such Change in Control Purchase Notice is withdrawn by a written notice of withdrawal delivered to the Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Purchase Date in accordance with Section 3.03 or (2) pursuant to the deemed withdrawal of such notice under Section 3.02(c). (f) A Holder of Securities is not entitled to any rights of a holder of Common Stock until such holder of Securities Holder has converted such its Securities into to Common Stock, and only to the extent that such Securities are deemed to have been converted into Common Stock under pursuant to this Article V.IV.

Conversion Privilege. A holder Subject to the further provisions of this Article 4, a Holder of a Security Note may convert the principal amount thereof of such Note (or any portion thereof that is an equal to $1,000 or any integral multiple of $1,0001,000 in excess thereof) into fully paid and nonassessable shares of Common Stock of the Company at any time prior to the close of business (New York time) on the maturity date of last Business Day prior to the Security Final Maturity Date, at the Applicable Conversion Price then Rate in effecteffect on the Conversion Date; provided, except however, that, with respect if such Note is submitted or presented for purchase pursuant to any Security called for redemptionArticle 3, such conversion right shall terminate at the close of business (New York time) on the Business Day immediately preceding the redemption Fundamental Change Repurchase Date for such Note or such earlier date as the Holder presents such Note for purchase (unless the Company shall default in making the redemption Fundamental Change Repurchase Price payment when it becomes due, in which case the conversion price right shall terminate at the close of business on the date such default is cured). A Security in respect of which a holder has delivered an “Option of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of cured and such holder to require the Company to purchase such Security may be converted only if the notice of exercise Note is withdrawn as provided in accordance with Section 3.08 hereof. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the conversion price in effect on the Conversion Date (the “Conversion Price”purchased). The initial Initial Conversion Price is stated in paragraph 10 of the Securities and Rate is subject to adjustment as provided in this Article V. 4. Provisions of this Indenture Agreement that apply to conversion of all of a Security Note also apply to conversion of a portion of ita Note. A Note in respect of which a Holder has delivered a notice pursuant to Section 3.2(d) exercising the option of such Holder to require the Company to purchase such Note may be converted only if such notice is withdrawn by a written notice of withdrawal delivered to the Company prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date in accordance with Section 3.2(d). A holder Holder of Securities Notes is not entitled to any rights of a holder of Common Stock until such holder of Securities Holder has converted such Securities into its Notes to Common Stock, and only to the extent that such Securities Notes are deemed to have been converted into Common Stock under pursuant to this Article V.4.

Conversion Privilege. A holder Subject to the further provisions of -------------------- this Article 10 and paragraph 8 of the Securities, a Holder of a Security may convert the principal amount thereof (or any portion thereof that is an integral multiple of $1,000) such Security into fully paid and nonassessable shares of Common Stock of the Company Shares at any time prior to the close of business (New York time) on the maturity date of the Security at the Conversion Price then in effect, except that, with respect to any Security called for redemption, such conversion right shall terminate at the close of business (New York time) on the Business Day that is immediately preceding the redemption date (unless the Company shall default in making the redemption payment when it becomes due, in which case the conversion price shall terminate on the date such default is cured). A Security in respect of which a holder has delivered an “Option of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option Stated Maturity of such holder to require the Company to purchase such Security may be converted only if the notice of exercise is withdrawn as provided in accordance with Section 3.08 hereofSecurity. The number of shares of Common Stock issuable Shares deliverable upon conversion of a Security is determined by dividing (x) the principal amount Principal Amount of the Security or the portion thereof being converted by (y) the conversion price in effect on the Conversion Date (the “"Conversion Price”"). The initial Conversion Price is stated shall be that set forth in paragraph 10 8 of the Securities and is Securities. The Conversion Price shall be subject to adjustment from time to time as provided in this Article V. herein set forth. A Holder may convert a portion of the Principal Amount of a Security if the portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of ita Security. A Security in respect of which a Holder has delivered a Purchase Notice pursuant to Section 3.8 or a Change in Control Purchase Notice pursuant to Section 3.9 exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Purchase Notice or Change in Control Purchase Notice is withdrawn by a written notice of withdrawal complying in all respects with each of the provisions of this Indenture relating to such notice and delivered to the Paying Agent prior to the close of business on the Purchase Date or Change in Control Purchase Date, as the case may be. A holder of Securities is not entitled to any rights In the event that the Ex-Dividend Time (as defined below) (or in the case of a holder of Common Stock until such holder of Securities has converted such Securities into Common Stocksubdivision, and only combination or reclassification, the effective date with respect thereto) with respect to a dividend, subdivision, combination or reclassification to which Section 10.6(1), (2), (3) or (5) applies occurs during the extent that such Securities are deemed to have been converted into Common Stock under this Article V.period applicable for

Conversion Privilege. A holder Subject to the further provisions of this Section 3.01, a Holder of a Security may convert the principal amount thereof (or any portion thereof that is an integral multiple of $1,000) into fully paid and nonassessable shares of Common Stock of the Company such Security at any time prior after the date hereof (but if such Security is called for redemption pursuant to Article Nine, then only to and including but not after the close of business (New York time) on the maturity date fifth Business Day preceding the Redemption Date, provided that no default by the Company in the payment of the Security Redemption Price shall have occurred and be continuing on the Redemption Date in which case such right of conversion shall be reinstated), at the Conversion Price (as hereinafter defined) then in effect, except effect into shares of the Company's Common Stock; provided that, with respect if the Holder of a Security tenders such Security pursuant to any Security called for redemptionan Offer to Purchase made as a result of a Change in Control, such conversion right shall terminate at the close of business (New York time) on the Business Day immediately preceding the redemption date (unless the Company shall default in making the redemption payment when it becomes due, in which case the conversion price shall terminate on the date such default is cured). A Security in respect of which a holder has delivered an “Option of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require the Company to purchase such Security may only be converted only if the notice such Holder properly withdraws its election to participate in such Offer to Purchase prior to consummation of exercise is withdrawn as provided in accordance with Section 3.08 hereofsuch Offer to Purchase. The number of shares of the Company's Common Stock issuable upon conversion of a Security is shall be determined by dividing the principal amount of the Security converted or portion thereof surrendered for conversion by the conversion price Conversion Price in effect on the Conversion Date (the “Conversion Price”)Date. The initial Conversion Price is stated in paragraph 10 of the Securities and is subject Subject to adjustment or voluntary reduction as provided in this Article V. 3, the "Conversion Price" shall be calculated as follows: Second Anniversary Sixth Month First 18th Month of the Closing Anniversary Anniversary of Anniversary Date and of the the Closing of the thereafter until Closing Date Closing Date Date Closing Date Final Maturity --------------------------------- -------------- -------------- --------------- -------------- ------------------- Conversion Price $____ $____ $____ $____ $____ In the event that the Conversion Date shall be a date between any of the dates specified in the table above (but prior to the second anniversary of the Closing Date), the Conversion Price shall be calculated on the basis of the decrease in the Conversion Price between such dates based a period of 180 days. A Holder may convert a portion of a Security equal to $1.00 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of it. a Security. A holder Holder of Securities is not entitled to any rights of a holder of the Company's Common Stock until such holder of Securities Holder has converted such its Securities into to the Company's Common Stock, and only to the extent that such Securities are deemed to have been converted into the Company's Common Stock under pursuant to this Article V.3.

Conversion Privilege. A holder Holder of a Security may convert the principal amount thereof (or any portion thereof that is an integral multiple of $1,000) such Security into fully paid and nonassessable shares of Common Stock of the Company at any time prior to the close of business (New York time) on the maturity date of the Security maturity, at the Conversion Price then in effect; provided, except -------- however, that, with respect to any if such Security is called for redemptionredemption pursuant to Article 3, ------- such conversion right shall terminate at the close of business (New York time) on the Business Day immediately preceding the redemption date Conversion Termination Date (unless the Company shall default in making the redemption payment when it becomes due, in which case the conversion price right shall terminate at the close of business on the date such default is curedcured and such Security is redeemed). A ; provided, further, that, if the Holder of a Security in respect presents such -------- ------- Security for redemption prior to the close of which a holder has delivered an “Option business on the Conversion Termination Date, the right of Securityholder conversion shall terminate upon presentation of the Security to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require Trustee (unless the Company to purchase shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security may be converted only if the notice of exercise is withdrawn as provided in accordance with Section 3.08 hereofredeemed). The number of shares of Common Stock issuable upon conversion of a Security is shall be determined by dividing the principal amount of the Security converted or portion thereof surrendered for conversion by the conversion price Conversion Price in effect on the Conversion Date (the “Conversion Price”)Date. The initial Conversion Price is stated set forth in paragraph 10 8 of the Securities and is subject to adjustment as provided in this Article V. 10. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of ita Security. In the case of redemption at the option of the Holder as a result of a Change in Control, such conversion right will terminate upon receipt by the Company of a written notice of the exercise of such option (unless the Company shall default in making the repurchase payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is repurchased). A holder Holder of Securities is not entitled to any rights of a holder of Common Stock until such holder of Securities Holder has converted such his or her Securities into to Common Stock, and only to the extent that such Securities are deemed to have been converted into Common Stock under pursuant to this Article V.10.

Conversion Privilege. A holder At any time on or before April 15, 2006, a Holder of a Security may convert such Security into Common Stock (the principal amount thereof (or any portion thereof that is an integral multiple of $1,000) into fully paid and nonassessable shares of Common Stock of issuable upon such conversion, the Company at any time prior to the close of business (New York time) on the maturity date of the Security "Conversion Shares"), at the Conversion Price then in effect, except together with those rights, warrants or options specified in the first sentence of Section 4.6(f) hereof, to the extent applicable; provided that, with respect to any if such Security is called for redemptionredemption pursuant to Article 3, such conversion right shall terminate at the close of business (New York time) on the Business Day immediately preceding before the redemption date for such Security (unless the Company shall default in making the redemption payment when it becomes then due, in which case the conversion price right shall terminate on the date such default is cured). A Security in respect of which a holder has delivered an “Option of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require the Company to purchase cured and such Security may be converted only if the notice of exercise is withdrawn as provided in accordance with Section 3.08 hereofredeemed). The number of shares of Common Stock issuable upon conversion of a Security is shall be determined by dividing the principal amount of the Security converted or portion thereof surrendered for conversion by the conversion price Conversion Price in effect on the Conversion Date (the “Conversion Price”)conversion date. The initial Conversion Price is stated set forth in paragraph 10 8 of the Securities and is subject to adjustment as provided in this Article V. 4. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of ita Security. A Security in respect of which a Holder has delivered a Repurchase Notice pursuant to Section 3.10(b) exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such Repurchase Notice is withdrawn by a written notice of withdrawal delivered to the Paying Agent prior to the close of business on the Repurchase Date in accordance with Section 3.11. A holder Holder of Securities is not entitled to any rights of a holder of Common Stock until such holder of Securities Holder has converted such his Securities into Common StockStock and, and upon such conversion, only to the extent that such Securities are deemed to have been converted into Common Stock under pursuant to this Article V.4.

Conversion Privilege. A holder Subject to the further provisions of this Section 4.1, a Holder of a Security may convert the principal amount thereof of such Security (or any portion thereof that is an equal to $1,000 or any integral multiple of $1,0001,000 in excess thereof) into fully paid and nonassessable shares of Common Stock of the Company at any time prior to the close of business (New York time) on the maturity date of the Security Final Maturity Date, at the Conversion Price then in effect; provided, except however, that, with respect to any if such Security is called for redemptionredemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business (New York time) on the Business Day immediately preceding the Redemption Date or Change in Control Purchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption date or for purchase (unless the Company shall default Default in making the redemption payment or Change in Control Purchase Price payment when it becomes due, in which case the conversion price right shall terminate at the close of business on the date such default Default is cured). A Security in respect of which a holder has delivered an “Option of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require the Company to purchase cured and such Security is redeemed or purchased, as the case may be converted only if the notice of exercise is withdrawn as provided in accordance with Section 3.08 hereofbe). The number of shares of Common Stock issuable upon conversion of a Security is shall be determined by dividing the principal amount of the Security converted or portion thereof surrendered for conversion by the conversion price Conversion Price in effect on the Conversion Date (the “Conversion Price”)Date. The initial Conversion Price is stated set forth in paragraph 10 8 of the Securities and is subject to adjustment as provided in this Article V. 4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of ita Security. A Security in respect of which a Holder has delivered a Change in Control Purchase Notice pursuant to Section 3.8(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Purchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Purchase Date in accordance with Section 3.9. A holder Holder of Securities is not entitled to any rights of a holder of Common Stock until such holder of Securities Holder has converted such its Securities into to Common Stock, and only to the extent that such Securities are deemed to have been converted into Common Stock under pursuant to this Article V.4.

Conversion Privilege. A holder Subject to the further provisions of this Section 4.1, a Holder of a Security may convert the principal amount thereof of such Security (or any portion thereof that is an equal to $1,000 or any integral multiple of $1,0001,000 in excess thereof) into fully paid and nonassessable shares of Common Stock of the Company at any time prior to the close of business (New York time) on the maturity date of the Security Final Maturity Date, at the Conversion Price Rate then in effect; PROVIDED, except HOWEVER, that, with respect to any if such Security is called for redemptionredemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business (New York time) on the Business Day immediately preceding the redemption date or Change in Control Purchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the redemption payment or Change in Control Purchase Price payment when it becomes due, in which case the conversion price right shall terminate at the close of business on the date such default is cured). A Security in respect of which a holder has delivered an “Option of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require the Company to purchase cured and such Security is redeemed or purchased, as the case may be converted only if the notice of exercise is withdrawn as provided in accordance with Section 3.08 hereof. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the conversion price in effect on the Conversion Date (the “Conversion Price”be). The initial Conversion Price Rate is stated set forth in paragraph 10 8 of the Securities and is subject to adjustment as provided in this Article V. 4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of ita Security. A Security in respect of which a Holder has delivered a Change in Control Purchase Notice pursuant to Section 3.8(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Purchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Purchase Date in accordance with Section 3.9. A holder Holder of Securities is not entitled to any rights of a holder of Common Stock until such holder of Securities Holder has converted such its Securities into to Common Stock, and only to the extent that such Securities are deemed to have been converted into Common Stock under pursuant to this Article V.4.

Conversion Privilege. A holder Subject to the further provisions of this Section 4.1, a Holder of a Security may may, at the Holder's option, convert the principal amount thereof of such Security (or any portion thereof that is an equal to $1,000 or any integral multiple of $1,0001,000 in excess thereof) into fully paid and nonassessable shares of Common Stock of the Company at any time prior to the close of business (New York time) on the maturity date of the Security Final Maturity Date, at the Conversion Price then in effect; provided, except however, that, with respect to any if such Security is called for redemptionredemption or submitted -------- ------- or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business (New York time) on the Business Day immediately preceding the Redemption Date or Change in Control Purchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption date or for purchase (unless the Company shall default Default in making the redemption payment or Change in Control Purchase Price payment when it becomes due, in which case the conversion price right shall terminate at the close of business on the date such default Default is cured). A Security in respect of which a holder has delivered an “Option of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require the Company to purchase cured and such Security is redeemed or purchased, as the case may be converted only if the notice of exercise is withdrawn as provided in accordance with Section 3.08 hereofbe). The number of shares of Common Stock issuable upon conversion of a Security is shall be determined by dividing the principal amount of the Security converted or portion thereof surrendered for conversion by the conversion price Conversion Price in effect on the Conversion Date (the “Conversion Price”)Date. The initial Conversion Price is stated set forth in paragraph 10 8 of the Securities and is subject to adjustment as provided in this Article V. 4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of ita Security. A Security in respect of which a Holder has delivered a Change in Control Purchase Notice pursuant to Section 3.8(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Purchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Purchase Date in accordance with Section 3.9. A holder Holder of Securities is not entitled to any rights of a holder of Common Stock until such holder of Securities Holder has converted such its Securities into to Common Stock, and only to the extent that such Securities are deemed to have been converted into Common Stock under pursuant to this Article V.4.

Conversion Privilege. A holder Subject to and upon compliance with the provisions of a this Article XIII, at the option of the Holder thereof, any Security may convert or any portion of the principal amount thereof (which is $1,000 or any portion thereof that is an integral multiple of $1,000) 1,000 may be converted at the principal amount thereof, or of such portion thereof, into fully paid and nonassessable shares of Common Stock of the Company (the "Conversion Shares") at any time prior to following the close of business (New York time) on the maturity date of the Security original issuance of Securities at the Conversion Price then conversion price, determined as hereinafter provided, in effect, except that, with respect to any Security called for redemption, such effect at the time of conversion. Such conversion right shall terminate expire at the close of business (on December 15, 2006, subject, in the case of conversion of any global security, to any Applicable Procedures. In case a Security or portion thereof has previously been called for redemption at the election of the Company, such conversion right in respect of the Security or portion so called shall expire at the close of business, New York City time) , on the Business Day immediately preceding the redemption date (Redemption Date, unless the Company shall default defaults in making the payment due upon redemption payment when it becomes due, (in which each case the conversion price shall terminate on the date such default is curedsubject as aforesaid to any Applicable Procedures with respect to any global security). A Security in respect of which a holder Holder has delivered an “Option of Securityholder to Elect Purchase” form set forth on Exhibit A hereto a Change in Control Purchase Notice (as defined in Article XIV hereof) exercising the option of such holder Holder to require the Company to purchase such Security may be converted only if the such notice is withdrawn by a written notice of exercise is withdrawn as provided withdrawal, delivered by the Holder to the Paying Agent prior to the close of business on the Change in Control Purchase Date, in accordance with Section 3.08 hereofthe terms of this Indenture. The number of price at which shares of Common Stock issuable shall be delivered upon conversion (herein called the "Conversion Price") shall be initially $48.19 per share of Common Stock. The Conversion Price shall be adjusted in certain instances as provided in Section 13.4. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in paragraph (4) or (5) of Section 13.4 (including dividends or distributions referred to in the last sentence of paragraph (4) of Section 13.4) which would result in an adjustment to the Conversion Price, the Holder of each Security, upon the conversion thereof pursuant to this Article XIII subsequent to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Price adjustment in respect of such distribution pursuant to paragraph (4) or (5) of Section 13.4, shall also be entitled to receive for each share of Common Stock into which such Security is converted, the portion of the evidences of indebtedness, shares of capital stock, securities, cash and other property so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a Board Resolution) with respect to all Holders so converting, the Company may, in lieu of distributing to such Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution). If any conversion of a Security is determined by dividing described in the principal amount immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Holder of the Security so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution) to distribute to such Holder a due bill for the conversion price in effect on the Conversion Date evidences of indebtedness, shares of capital stock, securities, cash or assets to which such Holder is so entitled; provided that such due bill (the “Conversion Price”). The initial Conversion Price is stated in paragraph 10 i) meets any applicable requirements of the Securities principal national securities exchange or other market on which the Common Stock is then traded and is subject (ii) requires payment or delivery of such evidences of indebtedness, shares of capital stock, securities, cash or assets no later than the date of payment or delivery thereof to adjustment as provided in this Article V. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of it. A holder of Securities is not entitled to any rights of a holder holders of Common Stock until receiving such holder of Securities has converted such Securities into Common Stock, and only to the extent that such Securities are deemed to have been converted into Common Stock under this Article V.distribution.

Conversion Privilege. A holder Subject to the further provisions of this Article 4 and paragraph 9 of the Securities, a Holder of a Security may convert the principal amount thereof of such Security (or any portion thereof that is an equal to $1,000 or any integral multiple of $1,0001,000 in excess thereof) into fully paid and nonassessable shares of Common Stock of the Company at any time prior to the close of business (New York time) on the maturity date of the Security Final Maturity Date, at the Conversion Price then in effect; PROVIDED, except HOWEVER, that, with respect to any if such Security is called for redemptionredemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business (New York time) on the Business Day immediately preceding the Redemption Date or Change in Control Purchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption date or for purchase (unless the Company shall default in making the redemption payment or Change in Control Purchase Price payment when it becomes due, in which case the conversion price right shall terminate at the close of business on the date such default is cured). A Security in respect of which a holder has delivered an “Option of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require the Company to purchase cured and such Security is redeemed or purchased, as the case may be converted only if the notice of exercise is withdrawn as provided in accordance with Section 3.08 hereofbe). The number of shares of Common Stock issuable upon conversion of a Security is shall be determined by dividing the principal amount of the Security converted or portion thereof surrendered for conversion by the conversion price Conversion Price in effect on the Conversion Date (the “Conversion Price”)Date. The initial Conversion Price is stated set forth in paragraph 10 9 of the Securities and is subject to adjustment as provided in this Article V. 4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of ita Security. A holder Security in respect of which a Holder has delivered a Change in Control Purchase Notice pursuant to Section 3.8 exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Purchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Purchase Date in accordance with Section 3.9. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such holder of Securities Holder has converted such its Securities into to Common Stock, and only to the extent that such Securities are deemed to have been converted into Common Stock under pursuant to this Article V.4.

Conversion Privilege. A holder Subject to the further provisions of this Section 4.1, a Holder of a Security may may, at the Holder's option, convert the principal amount thereof of such Security (or any portion thereof that is an equal to $1,000 or any integral multiple of $1,0001,000 in excess thereof) into fully paid and nonassessable shares of Common Stock of the Company at any time prior to the close of business (New York time) on the maturity date of the Security Final Maturity Date, at the Conversion Price then in effect; provided, except however, that, with respect to any if such Security is called for redemptionredemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business (New York time) on the Business Day immediately preceding the Redemption Date or Change in Control Purchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption date or for purchase (unless the Company shall default Default in making the redemption payment or Change in Control Purchase Price payment when it becomes due, in which case the conversion price right shall terminate at the close of business on the date such default Default is cured). A Security in respect of which a holder has delivered an “Option of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require the Company to purchase cured and such Security is redeemed or purchased, as the case may be converted only if the notice of exercise is withdrawn as provided in accordance with Section 3.08 hereofbe). The number of shares of Common Stock issuable upon conversion of a Security is shall be determined by dividing the principal amount of the Security converted or portion thereof surrendered for conversion by the conversion price Conversion 33 -27- Price in effect on the Conversion Date (the “Conversion Price”)Date. The initial Conversion Price is stated set forth in paragraph 10 8 of the Securities and is subject to adjustment as provided in this Article V. 4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of ita Security. A Security in respect of which a Holder has delivered a Change in Control Purchase Notice pursuant to Section 3.8(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Purchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Purchase Date in accordance with Section 3.9. A holder Holder of Securities is not entitled to any rights of a holder of Common Stock until such holder of Securities Holder has converted such its Securities into to Common Stock, and only to the extent that such Securities are deemed to have been converted into Common Stock under pursuant to this Article V.4.

Conversion Privilege. A holder Holder of a an Applicable Security may convert the principal amount thereof (or any portion thereof that is an integral multiple of $1,000) such Applicable Security into fully paid and nonassessable shares of Common Stock of the Company at any time prior during the periods and subject to the close of business (New York time) on the maturity date conditions stated in paragraph 8 of the Security at Applicable Securities, subject to the Conversion Price then in effect, except that, with respect to any Security called for redemption, such conversion right shall terminate at the close provisions of business (New York time) on the Business Day immediately preceding the redemption date (unless the Company shall default in making the redemption payment when it becomes due, in which case the conversion price shall terminate on the date such default is cured). A Security in respect of which a holder has delivered an “Option of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require the Company to purchase such Security may be converted only if the notice of exercise is withdrawn as provided in accordance with Section 3.08 hereofthis Article VIII. The number of shares of Common Stock issuable upon conversion of an Applicable Security per $1,000 of principal amount thereof (the "Conversion Rate") shall be determined in accordance with the provisions of paragraph 8 of the Applicable Securities. The initial number of shares of Common Stock issuable upon conversion of an Applicable Security per $1,000 of principal amount thereof shall equal 45.3515, subject to adjustment. A Holder may convert a Security is determined by dividing portion of the principal amount of an Applicable Security if the Security converted by the conversion price in effect on the Conversion Date (the “Conversion Price”)portion is $1,000 or an integral multiple of $1,000. The initial Conversion Price is stated in paragraph 10 of the Securities and is subject to adjustment as provided in this Article V. Provisions of this Supplemental Indenture that apply to conversion of all of a an Applicable Security also apply to conversion of a portion of itan Applicable Security. A holder The Trustee (or other Conversion Agent appointed by the Company) shall, on behalf of the Company, determine on a daily basis whether the Applicable Securities shall be convertible as a result of the occurrence of an event specified in paragraph 8 of the Applicable Securities and, if the Applicable Securities shall be convertible, the Trustee (or other Conversion Agent appointed by the Company) shall promptly deliver to the Company and the Trustee (if the Trustee is not entitled the Conversion Agent) written notice thereof. Whenever the Applicable Securities shall become convertible pursuant to any rights the foregoing condition, the Company or, at the Company's request, the Trustee in the name and at the expense of a holder the Company, shall promptly notify the Holders of Common Stock until the event triggering such holder of Securities has converted such Securities into Common Stockconvertibility in the manner provided under the Indenture, and only the Company shall use its reasonable best efforts to publish such information on the extent that Company's website and publicly announce such Securities are deemed information through Dow ▇▇▇▇▇ & Company, Inc. or Bloomberg Business News. Any notice so given shall be conclusively presumed to have been converted into Common Stock under this Article V.duly given, whether or not the Holder receives such notice.

Conversion Privilege. A holder At any time after 90 days following the latest date of a Security may convert the principal amount thereof (or any portion thereof that is an integral multiple of $1,000) into fully paid and nonassessable shares of Common Stock original issuance of the Company at any time Securities and prior to the close of business (New York time) on the maturity date Business Day immediately preceding April 15, 2006, a Holder of a Security may convert such Security into Common Stock (the Security shares of Common Stock issuable upon such conversion, the "Conversion Shares"), at the Conversion Price then in effect, except together with those rights, warrants or options specified in the first sentence of Section 4.6(f) hereof, to the extent applicable; provided that, with respect to any if such Security is called for redemptionredemption pursuant to Article 3, such conversion right shall terminate at the close of business (New York time) on the Business Day immediately preceding before the redemption date for such Security (unless the Company shall default in making the redemption payment when it becomes then due, in which case the conversion price right shall terminate on the date such default is cured). A Security in respect of which a holder has delivered an “Option of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require the Company to purchase cured and such Security may be converted only if the notice of exercise is withdrawn as provided in accordance with Section 3.08 hereofredeemed). The number of shares of Common Stock issuable upon conversion of a Security is shall be determined by dividing the principal amount of the Security converted or portion thereof surrendered for conversion by the conversion price Conversion Price in effect on the Conversion Date (the “Conversion Price”)conversion date. The initial Conversion Price is stated set forth in paragraph 10 8 of the Securities and is subject to adjustment as provided in this Article V. 4. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of ita Security. A Security in respect of which a Holder has delivered a Repurchase Notice pursuant to Section 3.10(b) exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such Repurchase Notice is withdrawn by a written notice of withdrawal delivered to the Paying Agent prior to the close of business on the Business Day prior to the Repurchase Date in accordance with Section 3.11. A holder Holder of Securities is not entitled to any rights of a holder of Common Stock until such holder of Securities Holder has converted such his Securities into Common StockStock and, and upon such conversion, only to the extent that such Securities are deemed to have been converted into Common Stock under pursuant to this Article V.4.

Conversion Privilege. A holder Subject to the terms and conditions set forth herein and in the Securities, a Holder of a Security may convert the principal amount thereof (or any portion thereof that is an integral multiple of $1,000) such Security into fully paid and nonassessable shares of Common Stock of the Company at any time prior to during the close of business (New York time) on the maturity date period stated in paragraph 9 of the Security at the Conversion Price then in effect, except that, with respect to any Security called for redemption, such conversion right shall terminate at the close of business (New York time) on the Business Day immediately preceding the redemption date (unless the Company shall default in making the redemption payment when it becomes due, in which case the conversion price shall terminate on the date such default is cured). A Security in respect of which a holder has delivered an “Option of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require the Company to purchase such Security may be converted only if the notice of exercise is withdrawn as provided in accordance with Section 3.08 hereofSecurities. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount Security, for each $1,000 of the Security converted by the conversion price Principal Amount thereof, or from and after any Option Exercise Date as defined in effect on the Conversion Date Section 12.01, for each Restated Principal Amount (the “"Conversion Price”Rate"). The initial Conversion Price is stated , shall be that amount set forth in paragraph 10 of 9 in the Securities and is Securities, subject to adjustment as provided herein set forth. The Holders' right to convert Securities into shares of Common Stock is subject to the Company's right to elect to instead pay such Holder the amount of cash set forth in the next succeeding sentence, in lieu of delivering such shares of Common Stock; provided, however, that if such payment of cash is not permitted pursuant to the provisions of this Indenture or the provisions of any other agreement or instrument to which the Company is a party or by which it is bound or otherwise, the Company shall deliver shares of Common Stock (and cash in lieu of fractional shares of Common Stock) in accordance with this Article V. XI, whether or not the Company has delivered a notice pursuant to Section 11.02 to the effect that the Securities would be paid in cash. The amount of cash to be paid pursuant to Section 11.02 for each per $1,000 Principal Amount of a Security upon conversion shall be equal to the Conversion Payment. The Company shall not pay cash in lieu of delivering shares of Common Stock upon the conversion of any Security pursuant to the terms of this Article XI (other than cash in lieu of fractional shares pursuant to Section 11.03) if there has occurred (prior to, on or after, as the case may be, the Conversion Date or the date on which the Company delivers its notice of whether such Security shall be converted into shares of Common Stock or cash pursuant to Section 11.02) and is continuing an Event of Default (other than a default in such payment on such Securities), provided, however, that this sentence shall not apply in the event that an Event of Default occurs after such cash is paid. A Holder may convert a portion of the Principal Amount of a Security if the portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of it. A holder of Securities is not entitled to any rights of a holder of Common Stock until such holder of Securities has converted such Securities into Common Stock, and only to the extent that such Securities are deemed to have been converted into Common Stock under this Article V.Security.

Conversion Privilege. A holder The Holder shall have the right at its option, at any time during usual business hours on or before the close of a Security may convert business on or prior to February 7, 2005 (except that, with respect to this Debenture which shall be called for redemption, such right shall terminate at the close of business on the fifth Business Day next preceding the Redemption Date of this Debenture, unless the Company shall default in payment due upon redemption thereof) to convert, subject to and in compliance with the terms and provisions of this ARTICLE IX, the principal of this Debenture or any portion of the principal amount thereof (or any portion thereof that is an integral multiple of $1,000) into fully paid and nonassessable shares of Common Stock of the Company at any time prior a conversion price equal to $3.00 aggregate principal amount of this Debenture for each share of Common Stock or, in case an adjustment of such price has taken place pursuant to the close provisions of business (New York time) on the maturity date of the Security this ARTICLE IX, then at the Conversion Price then in effectprice as last adjusted (referred to herein as the "conversion price"), except that, with respect upon surrender of this Debenture to any Security called for redemption, such conversion right shall terminate at the close of business (New York time) on the Business Day immediately preceding the redemption date (unless the Company shall default at its office in making Overland Park, Kansas with the redemption payment when it becomes dueform of conversion notice included herewith as EXHIBIT B executed by the Holder (hereinafter referred to as the "conversion notice") evidencing the Holder's intention to convert this Debenture or a specified portion (as above provided) hereof, specifying the name in which case the conversion price shall terminate on the date such default is cured). A Security in respect of which a holder has delivered an “Option of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require the Company to purchase such Security may be converted only if the notice of exercise is withdrawn as provided in accordance with Section 3.08 hereof. The number of shares of Common Stock issuable deliverable upon such conversion shall be registered, with the address of the Person (and taxpayer identification numbers, if applicable) so named, and, if so required by the Company accompanied by a written instrument or instruments of transfer in form satisfactory to the Company duly executed by the Holder or his attorney duly authorized in writing. For convenience, the conversion of a Security is determined by dividing the principal amount of the Security converted by the conversion price in effect on the Conversion Date (the “Conversion Price”). The initial Conversion Price is stated in paragraph 10 of the Securities and is subject to adjustment as provided in this Article V. Provisions of this Indenture that apply Debenture into Common Stock is herein sometimes referred to as the "conversion" of this Debenture. Notwithstanding anything to the contrary, the Holder shall not be entitled to make a partial conversion of all this Debenture unless such partial conversion results in the issuance of a Security also apply to conversion of a portion of it. A holder of Securities is not entitled to any rights of a holder no less than 10,000 shares of Common Stock until such holder of Securities has converted such Securities into Common Stock, and only to the extent that such Securities are deemed to have been converted into Common Stock under this Article V.Company by the Holder.

Conversion Privilege. A holder Subject to the further provisions of this Article 5, a Holder of a Security may may, at the Holder's option, convert the principal amount thereof of such Security (or any portion thereof that is an equal to $1,000 or any integral multiple of $1,0001,000 in excess thereof) into fully paid and nonassessable shares of Common Stock of the Company at any time prior to the close of business (New York time) on the maturity date of the Security at Business Day immediately proceeding November 15, 2007, the Conversion Price then in effect; provided, except however, that, with respect to any if such Security is called for redemptionredemption or submitted or presented for purchase pursuant to Article 4, such conversion right shall terminate at the close of business (New York time) on the Business Day immediately preceding the Optional Redemption Date or Change in Control Purchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption date or for purchase (unless the Company shall default in making the redemption payment or Change in Control Purchase Price payment when it becomes due, in which case the conversion price right shall terminate at the close of business on the date such default is cured). A Security in respect of which a holder has delivered an “Option of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require the Company to purchase cured and such Security is redeemed or purchased, as the case may be converted only if the notice of exercise is withdrawn as provided in accordance with Section 3.08 hereofbe). The number of shares of Common Stock issuable upon conversion of a Security is shall be determined by dividing the principal amount of the Security converted or portion thereof surrendered for conversion by the conversion price Conversion Price in effect on the Conversion Date (the “Conversion Price”)Date. The initial Conversion Price is stated set forth in paragraph 10 8 of the Securities and is subject to adjustment as provided in this Article V. 5. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of it. a Security. A holder Security in respect of Securities which a Holder has delivered a Change in Control Purchase Notice pursuant to Section 4.07(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Purchase Notice is not entitled withdrawn by a written notice of withdrawal delivered to any rights of a holder of Common Stock until such holder of Securities has converted such Securities into Common Stock, and only Paying Agent prior to the extent that such Securities are deemed to have been converted into Common Stock under this Article V.close of business on the Business Day immediately preceding the Change in Control Purchase Date in accordance with Section 4.

Conversion Privilege. A holder At any time after 90 days following the latest date of a Security may convert the principal amount thereof (or any portion thereof that is an integral multiple of $1,000) into fully paid and nonassessable shares of Common Stock original issuance of the Company at any time Securities and prior to the close of business (New York time) on the maturity date February 1, 2007, a Holder of the a Security may convert such Security into Common Stock, at the Conversion Price conversion price then in effect, except together with those rights specified in Section 4.15 hereof; provided that, with respect to any if such Security is called for redemptionredemption pursuant to Article 3, such conversion right shall terminate at the close of business (New York time) on the Business Day immediately preceding third business day before the redemption date for such Security (unless the Company shall default in making the redemption payment when it becomes then due, in which case the conversion price right shall terminate on the date such default is cured). A Security in respect of which a holder has delivered an “Option of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require the Company to purchase cured and such Security may be converted only if the notice of exercise is withdrawn as provided in accordance with Section 3.08 hereofredeemed). The number of shares of Common Stock issuable upon conversion of a Security is shall be determined by dividing the principal amount of the Security converted or portion thereof surrendered for conversion by the conversion price in effect on the Conversion Date (the “Conversion Price”)conversion date. The initial Conversion Price conversion price is stated set forth in paragraph 10 9 of the Securities and is subject to adjustment as provided in this Article V. 4. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of ita Security. A Security in respect of which a Holder has delivered a Repurchase Notice pursuant to Section 3.12(b) exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such Repurchase Notice is withdrawn by a written notice of withdrawal delivered to the Paying Agent prior to the close of business on the Repurchase Date in accordance with Section 3.13. A holder Holder of Securities is not entitled to any rights of a holder of Common Stock until such holder of Securities Holder has converted such his Securities into Common StockStock and, and upon such conversion, only to the extent that such Securities are deemed to have been converted into Common Stock under pursuant to this Article V.4.

Conversion Privilege. A holder (a) Subject to the further provisions of this Article IV and paragraph 6 of the Securities, a Holder of a Security may convert the principal amount thereof of such Security (or any portion thereof that is an equal to $1,000 or any integral multiple of $1,0001,000 in excess thereof) into fully paid and nonassessable shares of Common Stock of the Company and/or Expedia Stock at any time prior to the close of business (New York time) on the maturity date of the Security Final Maturity Date, at the applicable Conversion Price and applicable Expedia Conversion Price then in effect, except that, in each case as and to the extent set forth below. (b) If a Security is submitted or presented for purchase pursuant to a Change of Control Purchase Notice in accordance with respect to any Security called for redemptionArticle III, such conversion right shall terminate at the close of business (New York time) on the Business Day immediately preceding the redemption Change in Control Purchase Date for such Security or such earlier date as the Holder presents such Security for purchase (unless the Company shall default in making Holder withdraws its election pursuant to Section 4.01(e)). (c) If IAC elects Share Settlement, (i) the redemption payment when it becomes due, in which case the conversion price shall terminate on the date such default is cured). A Security in respect of which a holder has delivered an “Option of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require the Company to purchase such Security may be converted only if the notice of exercise is withdrawn as provided in accordance with Section 3.08 hereof. The number of shares of Common Stock issuable upon conversion of a Security is shall be determined by dividing the aggregate principal amount of the Security converted or portion thereof surrendered for conversion by the conversion price Conversion Price in effect on the Conversion Date and (ii) the “number of shares of Expedia Stock issuable upon conversion of a Security shall be determined by dividing the aggregate principal amount of the Security or portion thereof surrendered for conversion by the Expedia Conversion Price”)Price in effect on the Conversion Date. The initial Conversion Price is stated and initial Expedia Conversion Price are set forth in paragraph 10 6 of the Securities and is are subject to adjustment as provided in this Article V. IV. (d) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of it. a Security. (e) A holder Security in respect of which a Holder has delivered a Change in Control Purchase Notice pursuant to Section 3.02(c), exercising the option of such Holder to require the Company to purchase such Security, may be converted only (1) if such Change in Control Purchase Notice is withdrawn by a written notice of withdrawal delivered to the Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Purchase Date in accordance with Section 3.03 or (2) pursuant to the deemed withdrawal of such notice under Section 3.02(c). (f) A Holder of Securities is not entitled to any rights of a holder of Common Stock and/or Expedia Stock until such holder of Securities Holder has converted such its Securities into to Common Stock and/or Expedia Stock, and only to the extent that such Securities are deemed to have been converted into Common Stock under and/or Expedia Stock pursuant to this Article V.IV.

Conversion Privilege. A holder Subject to the further provisions of this Article 4 and paragraph 7 of the Securities, a Holder of a Security may convert the principal amount thereof of such Security (or any portion thereof that is an equal to $1,000 or any integral multiple of $1,0001,000 in excess thereof) into fully paid and nonassessable shares of Common Stock of the Company at any time prior to the close of business (New York time) on the maturity date Business Day immediately prior to the Final Maturity Date, subject to prior redemption pursuant to Section 3.1, upon a Change of Control pursuant to 3.7 or as a result of Gaming Authority requirement pursuant to Section 3.13. A Security in respect of which a Holder has delivered a Change of Control Purchase Notice pursuant to Section 3.7 exercising the option of such Holder to require the Issuer to purchase such Security may be converted only if such Change of Control Purchase Notice is withdrawn by a written notice of withdrawal complying in all respects with each of the Security at provisions of this Indenture relating to such notice and delivered to the Conversion Paying Agent prior to the close of business on the Business Day prior to the Change of Control Purchase Date (unless the Issuer shall default in making the Change of Control Purchase Price then payment when due, in effect, except that, with respect to any Security called for redemption, such which case the conversion right shall terminate at the close of business (New York time) on the Business Day immediately preceding the redemption date (unless the Company shall default in making the redemption payment when it becomes due, in which case the conversion price shall terminate on the date such default is cured). A Security in respect of which a holder has delivered an “Option of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require the Company to purchase cured and such Security may be converted only if the notice of exercise is withdrawn as provided in accordance with Section 3.08 hereofpurchased). The number of shares of Common Stock issuable upon conversion of a Security is shall be determined by dividing the principal amount of the Security converted or portion thereof surrendered for conversion by the conversion price Conversion Price in effect on the Conversion Date (the “Conversion Price”)Date, as adjusted pursuant hereto. The initial Conversion Price is stated set forth in paragraph 10 7 of the Securities and is subject to adjustment as provided in this Article V. 4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of ita Security. A holder Holder of Securities is not entitled to any rights of a holder of Common Stock until such holder of Securities Holder has converted such its Securities into to Common Stock, and only to the extent that such Securities are deemed to have been converted into Common Stock under pursuant to this Article V.4.

Conversion Privilege. A holder Subject to the further provisions of this Article XIII and paragraph 8 of the Notes, a Holder of a Security Note may convert the principal amount thereof of such Note (or any portion thereof that is an equal to $1.00 or any integral multiple of $1,0001.00 in excess thereof) into fully paid and nonassessable shares of Common Stock of the Company at any time prior to the close of business (New York time) on the maturity date Business Day immediately prior to the Final Maturity Date, subject to prior redemption pursuant to Section 3.08 hereof or upon a Change of Control pursuant to Section 4.15 hereof. A Note in respect of which a Holder has delivered a notice accepting a Change of Control Offer made pursuant to Section 4.15 hereof, thereby exercising the option of such Holder to require the Issuer to purchase such Note, may be converted only if such notice is withdrawn by a written notice of withdrawal complying in all respects with each of the Security at provisions of the Conversion Price then Indenture relating to such notice and delivered to the Paying Agent prior to the close of business on the Business Day prior to the Change of Control Payment Date (unless the Issuer shall default in effectmaking the Change of Control Payment when due, except that, with respect to any Security called for redemption, such in which case the conversion right shall terminate at the close of business (New York time) on the Business Day immediately preceding the redemption date (unless the Company shall default in making the redemption payment when it becomes due, in which case the conversion price shall terminate on the date such default is curedcured and such Note is purchased). A Security in respect of which a holder has delivered an “Option of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require the Company to purchase such Security may be converted only if the notice of exercise is withdrawn as provided in accordance with Section 3.08 hereof. The number of shares of Common Stock issuable upon conversion of a Security is Note or on the Final Maturity Date shall be determined by dividing the principal amount of the Security converted Note or portion thereof surrendered for conversion or payable on the Final Maturity Date by the conversion price Conversion Price in effect on the Conversion Date (the “Conversion Price”)Date, as adjusted pursuant hereto. The initial Conversion Price is stated set forth in paragraph 10 8 of the Securities Notes and is subject to adjustment as provided in this Article V. XIII. Provisions of this the Indenture that apply to conversion of all of a Security Note also apply to conversion of a portion of ita Note. A holder Holder of Securities Notes is not entitled to any rights of a holder of Common Stock until such holder of Securities Holder has converted such Securities into its Notes to Common Stock, and only to the extent that such Securities Notes are deemed to have been converted into Common Stock under pursuant to this Article V.XIII.

Conversion Privilege. A holder Holder of a Security may convert the principal amount thereof Principal Amount of such Security (or any portion thereof that is an equal to a Principal Amount of $1,000 or any integral multiple of a Principal Amount of $1,0001,000 in excess thereof) into fully paid and nonassessable shares of Common Stock of the Company at any time prior to the close of business (New York time) on the maturity date of the Security Final Maturity Date, at the Conversion Price Rate then in effect; provided, except however, that, with respect to any if such Security is called for redemptionredemption pursuant to Article 3, such conversion right shall terminate at the close of business (New York time) on the Business Day immediately preceding the redemption date Redemption Date for such Security (unless the Company shall default in making the redemption payment when it becomes due, in which case the conversion price right shall terminate at the close of business on the date such default is cured). A Security in respect of which a holder has delivered an “Option of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require the Company to purchase cured and such Security may be converted only if the notice of exercise is withdrawn as provided in accordance with Section 3.08 hereofredeemed). The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount per $1,000 of the Security converted by the conversion price in effect on the Conversion Date Principal Amount thereof (the “"Conversion Price”). The initial Conversion Price is stated Rate") shall be that set forth in paragraph 10 of 8 in the Securities and is Securities, subject to adjustment as provided in this Article V. herein set forth. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of ita Security. A Security in respect of which a Holder has delivered a Repurchase Notice or Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of this Indenture. A holder Holder of Securities is not entitled to any rights of a holder of Common Stock until such holder of Securities Holder has converted such its Securities into to Common Stock, and only to the extent that such Securities are deemed to have been converted into Common Stock under pursuant to this Article V.4.

Conversion Privilege. A holder (a) Subject to the further provisions of this Article 4 and paragraph 6 of the Securities, a Holder of a Security may convert the principal amount thereof of such Security (or any portion thereof that is an equal to $1,000 or any integral multiple of $1,0001,000 in excess thereof) into fully paid and nonassessable shares of Common Stock of the Company at any time prior to the close of business (New York time) on the maturity date of the Security Final Maturity Date, at the Conversion Price then in effect; provided, except however, that, with respect if such Security is submitted or presented for purchase pursuant to any Security called for redemptionArticle 3, such conversion right shall terminate upon the delivery of a Change in Control Purchase Notice unless such notice has been validly withdrawn in accordance with Section 3.2, as the case may be, for such Security or such earlier date as the Holder presents such Security for purchase (unless the Company shall default in making the Change in Control Purchase Price payment when due, in which case the conversion right shall terminate at the close of business (New York time) on the Business Day immediately preceding the redemption date (unless the Company shall default in making the redemption payment when it becomes due, in which case the conversion price shall terminate on the date such default is cured). A Security in respect of which a holder has delivered an “Option of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require the Company to purchase cured and such Security may be converted only if the notice of exercise is withdrawn as provided in accordance with Section 3.08 hereofpurchased). The number of shares of Common Stock issuable upon conversion of a Security is shall be determined by dividing the principal amount of the Security converted or portion thereof surrendered for conversion by the conversion price Conversion Price in effect on the Conversion Date (the “Conversion Price”)Date. The initial Conversion Price is stated set forth in paragraph 10 6 of the Securities and is subject to adjustment as provided in this Article V. 4. A Holder may convert a portion of a Security equal to any integral multiple of $1,000. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of ita Security. A holder Holder of a Security is not entitled to receive any accrued and unpaid interest in respect of the Security upon, or from and after, the conversion of such Security. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such holder of Securities Holder has converted such its Securities into to Common Stock, and only to the extent that such Securities are deemed to have been converted into Common Stock under pursuant to this Article V.4.

Conversion Privilege. A holder (a) Subject to the further provisions of this Article 5 and paragraph 9 of the Securities, a Holder of a Security may convert the principal amount thereof of such Security (or any portion thereof that is an equal to $1,000 or any integral multiple of $1,0001,000 in excess thereof) into fully paid Cash and nonassessable shares of Common Stock of the Company at any time prior to the close of business (New York time) on the maturity date of the Security April 15, 2011, at the Conversion Price then in effect, except thatif, with respect during any calendar quarter (the "QUARTER") commencing after the date hereof, the Closing Sale 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 the Quarter preceding the Quarter in which the conversion occurs is more than 120% of the Conversion Price of the Securities in effect on that last Trading Day (the "CLOSING SALE PRICE CONDITION"), subject to any the exceptions provided in Section 5.01(b); provided, however, that if such Security called is submitted for redemptionpurchase pursuant to Article 3, such conversion right shall terminate at the close of business (New York time) on the Business second Trading Day immediately preceding the redemption Fundamental Change Purchase Date for such Security or such earlier date as the Holder presents such Security for purchase (unless the Company shall default in making the redemption Fundamental Change Purchase Price payment when it becomes due, in which case the conversion price right shall terminate at the close of business on the date such default is curedcured and such Security is purchased). A Security in respect of which a holder has delivered an “Option of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require the Company to purchase such Security may be converted only if the notice of exercise is withdrawn as provided in accordance with Section 3.08 hereof. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the conversion price in effect on the Conversion Date (the “Conversion Price”). The initial Conversion Price is stated in paragraph 10 of the Securities and is subject to adjustment as provided in this Article V. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of ita Security. A Security in respect of which a Holder has delivered a Fundamental Change Purchase Notice pursuant to Section 3.01(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Fundamental Change Purchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to 5:00 p.m., New York City time, on the second Trading Day immediately preceding the Fundamental Change Purchase Date in accordance with Section 3.02. A holder Holder of Securities is not entitled to any rights of a holder of Common Stock until such holder of Securities Holder has converted such its Securities into to Common Stock, Stock and only to the extent that such Securities are deemed to have been converted into Common Stock under pursuant to this Article V.5. (b) Even if the Closing Sale Price Condition is not satisfied, (i) if the Trading Price for the Securities on each Trading Day during any five consecutive Trading Day period was less than 98% of the Closing Sale Price of Common Stock on such date multiplied by the current Conversion Rate, a holder may surrender Securities for conversion at any time during the following 10 Trading Days; (ii) in the event that the Company declares (A) a dividend or distribution of any rights or warrants to all holders of Common Stock entitling them to subscribe for or purchase for a period expiring within 60 days after the record date for such dividend or distribution shares of Common Stock at a price per share less than the Current Market Price per share (as defined in Section 5.06(e)) on the record date for such dividend or distribution, or (B) a dividend or distribution of cash, debt securities (or other evidences of indebtedness) or other assets (excluding dividends or distributions for which a Conversion Price adjustment is required to be made under Section 5.06(a) or 5.06(b) of this Indenture) where the fair market value of such dividend or distribution per share of Common Stock, as determined in this Indenture, together with all other such dividends and distributions within the preceding twelve months, exceeds 15% of the Current Market Price of the Common Stock as of the Trading Day immediately prior to the date of declaration for such dividend or distribution, then the Securities may be surrendered for conversion beginning on the date the Company gives notice to the Holders of such right, which shall not be less than 30 days prior to the ex-dividend time for such dividend or distribution, until the earlier of the close of business on the Business Day prior to the ex-dividend time or until the Company announces that such distribution will not take place; (iii) upon the occurrence of a Fundamental Change with respect to the Company, the Securities may be surrendered for conversion at any time from or after the date which is 40 days prior to the anticipated effective time of the Fundamental Change as announced by the Company, which announcement must occur, to the extent practicable, not earlier than 70 days nor later than 40 days prior to such anticipated effective time, until the close of business on the second Trading Day immediately preceding the Fundamental Change Purchase Date; and (iv) at any time after April 15, 2011 and prior to the close of business on the Business Day immediately preceding the Final Maturity Date, the Securities may be surrendered for conversion regardless of whether any of the foregoing conditions has been satisfied. (c) If a Holder converts Securities at any time beginning 40 days before the scheduled Effective Date of any Fundamental Change and ending at the close of business on the second Trading Day immediately preceding the Fundamental Change Purchase Date, such Holder shall receive: (i) if such Securities are surrendered for conversion at any time beginning 30 Trading Days before the date of payment of consideration in connection with a Change in Control, Cash and, with respect to the Daily Net Share Settlement Value (if any), the kind of securities and other assets or property received by holders of the Common Stock in such Change in Control; or (ii) in all other events, Cash or a combination of Cash and Common Stock, in the same manner as described in Section 5.05; in each case, taking into account any Additional Shares deliverable as a result of any Qualifying Change in Control. (d) Upon request, the Conversion Agent, on behalf of the Company, will determine whether the Securities are convertible pursuant to the first paragraph of Section 5.01(a) and clause (i) of Section 5.01(b), and, if so, will notify the Trustee and the Company in writing. (e) The Conversion Agent shall have no obligation to determine the Trading Price of the Securities unless the Company has requested such determination in writing, and the Company shall have no obligation to make such request unless the Trustee, acting at the request of one or more Holders, provides the Company with reasonable evidence that the Trading Price of the Securities on any Trading Day would be less than 98% of the product of the then current Conversion Rate multiplied by the Closing Sale Price of the Common Stock on that date. At such time, the Company shall instruct the Conversion Agent to determine the Trading Price of the Securities beginning on such Trading Day and on each successive Trading Day for four consecutive Trading Days.

Conversion Privilege. A holder Holder of a Security may convert the principal amount thereof (or any portion thereof that is an integral multiple of $1,000) -------------------- such Security into fully paid and nonassessable shares of Series A Common Stock of the Company at any time prior to during the close of business (New York time) on the maturity date period stated in paragraph 9 of the Security at the Conversion Price then in effect, except that, with respect to any Security called for redemption, such conversion right shall terminate at the close of business (New York time) on the Business Day immediately preceding the redemption date (unless the Company shall default in making the redemption payment when it becomes due, in which case the conversion price shall terminate on the date such default is cured). A Security in respect of which a holder has delivered an “Option of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require the Company to purchase such Security may be converted only if the notice of exercise is withdrawn as provided in accordance with Section 3.08 hereofSecurities. The number of shares of Series A Common Stock issuable upon conversion of a Security is determined by dividing the principal amount Security, for each $1,000 of the Security converted by the conversion price in effect on the Conversion Date Principal Amount thereof (the “"Conversion Price”Rate"). The initial Conversion Price is stated , shall be that amount set forth in paragraph 10 of 9 in the Securities and is Securities, subject to adjustment as provided herein set forth. The Holders' right to convert Securities into shares of Series A Common Stock is subject to the Company's right to elect to instead pay such Holder the amount of cash set forth in the next succeeding sentence, in lieu of delivering such shares of Series A Common Stock; provided, however, that if such payment of -------- ------- cash is not permitted pursuant to the provisions of this Indenture or the provisions of any other agreement or instrument to which the Company is a party or by which it is bound or otherwise, the Company shall deliver shares of Series A Common Stock (and cash in lieu of fractional shares of Series A Common Stock) in accordance with this Article V. XI, whether or not the Company has delivered a notice pursuant to Section 11.02 to the effect that the Securities would be paid in cash. The amount of cash to be paid pursuant to Section 11.02 for each per $1,000 Principal Amount of a Security upon conversion shall be equal to the Sale Price of a share of Common Stock on the Trading Day immediately prior to the related Conversion Date multiplied by the Conversion Rate in effect on such Trading Day. The Company shall not pay cash in lieu of delivering shares of Series A Common Stock upon the conversion of any Security pursuant to the terms of this Article XI (other than cash in lieu of fractional shares pursuant to Section 11.03) if there has occurred (prior to, on or after, as the case may be, the Conversion Date or the date on which the Company delivers its notice of whether such Security shall be converted into shares of Series A Common Stock or cash pursuant to Section 11.02) and is continuing an Event of Default (other than a default in such 77 payment on such Securities), provided, however, that this sentence shall not -------- ------- apply in the event that an Event of Default occurs after such cash is paid. A Holder may convert a portion of the Principal Amount of a Security if the portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of it. A holder of Securities is not entitled to any rights of a holder of Common Stock until such holder of Securities has converted such Securities into Common Stock, and only to the extent that such Securities are deemed to have been converted into Common Stock under this Article V.Security.

Conversion Privilege. A holder Holder of a Security may ----------------------------------- convert the principal amount thereof (or any portion thereof that is an integral multiple of $1,000) such Security into fully paid and nonassessable shares of Common Stock of the Company at any time prior to during the close of business (New York time) on the maturity date period stated in paragraph 9 of the Security at the Conversion Price then in effect, except that, with respect to any Security called for redemption, such conversion right shall terminate at the close of business (New York time) on the Business Day immediately preceding the redemption date (unless the Company shall default in making the redemption payment when it becomes due, in which case the conversion price shall terminate on the date such default is cured). A Security in respect of which a holder has delivered an “Option of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require the Company to purchase such Security may be converted only if the notice of exercise is withdrawn as provided in accordance with Section 3.08 hereofSecurities. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing per $1,000 of Principal Amount at Maturity thereof (the principal amount "Conversion Rate") shall be that set forth in paragraph 9 of the Security converted by the conversion price in effect on the Conversion Date (the “Conversion Price”). The initial Conversion Price is stated in paragraph 10 of the Securities and is Securities, subject to adjustment as provided herein set forth. The Holders' right to convert Securities into shares of Common Stock is subject to the Company's right to elect instead to pay such Holder the amount of cash set forth in the next succeeding sentence, in lieu of delivering such shares of Common Stock; provided, however, that if an Event of Default (other than a default in a cash payment upon conversion of the Securities) shall have occurred and be continuing, the Company shall deliver shares of Common Stock (and cash in lieu of fractional shares of Common Stock) in accordance with this Article V. 11, whether or not the Company has delivered a notice pursuant to Section 3.04 to the effect that the Securities would be paid in cash. The amount of cash to be paid pursuant to Section 11.02 for each $1,000 of Principal Amount at Maturity of a Security upon conversion shall be equal to the Average Sale Price of the Common Stock for the five consecutive trading days immediately following (i) the date of the Company's notice of its election to deliver cash upon conversion, if the Company shall not have given a notice of redemption pursuant to Section 3.04, or (ii) the Conversion Date, in the case of a conversion following such a notice of redemption specifying an intent to deliver cash upon all future conversions, in either case multiplied by the Conversion Rate in effect on such Conversion Date. The Company shall not pay cash in lieu of delivering shares of Common Stock upon the conversion of any Security pursuant to the terms of this Article 11 (other than cash in lieu of fractional shares pursuant to Section 11.03) if there has occurred (prior to, on or after, as the case may be, the Conversion Date or the date on which the Company delivers its notice of whether such Security shall be converted into shares of Common Stock or cash pursuant to Section 11.02) and is continuing an Event of Default (other than a default in a cash payment upon conversion of such Securities). A Holder may convert a portion of the Principal Amount at Maturity of a Security if the portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of it. A holder of Securities is not entitled to any rights of a holder of Common Stock until such holder of Securities has converted such Securities into Common Stock, and only to the extent that such Securities are deemed to have been converted into Common Stock under this Article V.Security.

Conversion Privilege. A holder Subject to the further provisions of this Article 7, a Holder of a Security may convert the principal amount thereof of such Security (or any portion thereof that is equal to $1,000 principal amount or an integral multiple of $1,0001,000 principal amount) into fully paid Common Stock, or cash or a combination of cash and nonassessable shares of Common Stock of if the Company shall so elect pursuant to Section 7.13 hereof, at any time prior to the close of business (5:00 p.m., New York City time) , on the maturity date of Business Day immediately preceding the Security Final Maturity Date, at the Conversion Price Rate then in effect; provided, except however, that, with respect to any if such Security is called for redemptionredemption pursuant to Article 3, such conversion right with respect to such Security shall terminate at the close of business (New York time) on the Business Day immediately preceding the redemption date (Redemption Date, unless the Company there shall be a default in making the redemption payment when it becomes dueof the Redemption Price, in which case the conversion price right with respect to such Security shall terminate at 5:00 p.m., New York City time, on the date such default is cured). A Security in respect of which a holder has delivered an “Option of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require the Company to purchase cured and such Security may be converted only if the notice of exercise is withdrawn as provided redeemed in accordance herewith; provided further, that, if a Fundamental Change Purchase Notice with Section 3.08 hereofrespect to a Security is delivered in accordance herewith, such Security shall not be convertible pursuant to this Article 7 unless such Fundamental Change Purchase Notice is duly withdrawn in accordance herewith or unless there shall be a default in the payment of the Fundamental Change Purchase Price, as the case may be, in which case the conversion right with respect to such Security shall terminate at 5:00 p.m., New York City time, on the date such default is cured and such Security is purchased in accordance herewith. The number of initial Conversion Rate shall be 28.2326 shares of Common Stock issuable upon conversion of a Security is determined by dividing the per $1,000 principal amount of the Security converted by the conversion price in effect on the Conversion Date (the “Conversion Price”)Securities. The initial Conversion Price is stated in paragraph 10 of the Securities and is Rate shall be subject to adjustment as provided in accordance with this Article V. 7. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of ita Security. Securities delivered for conversion will be deemed to have been converted at immediately prior to 5:00 p.m. on the Conversion Date. A holder Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted (or, in accordance with the immediately preceding sentence or with Section 7.2(b), is deemed to have converted or become a record holder of Securities has converted such Securities into Common Stock, ) its Securities to Common Stock and only to the extent that such Securities are deemed to have been converted into Common Stock under pursuant to this Article V.7.

Conversion Privilege. A holder At any time after 90 days following the latest date of a Security may convert the principal amount thereof (or any portion thereof that is an integral multiple of $1,000) into fully paid and nonassessable shares of Common Stock original issuance of the Company at any time Securities and prior to the close of business on September 15, 2007, a Holder of a Security may convert such Security into Common Stock (New York time) on the maturity date shares of Common Stock issuable upon such conversion, the Security "Conversion Shares"), at the Conversion Price conversion price then in effect, except together with those rights specified in Section 4.6 hereof; PROVIDED that, with respect to any if such Security is called for redemptionredemption pursuant to Article 3, such conversion right shall terminate at the close of business (New York time) on the third Business Day immediately preceding before the redemption date for such Security (unless the Company shall default in making the redemption payment when it becomes then due, in which case the conversion price right shall terminate on the date such default is cured). A Security in respect of which a holder has delivered an “Option of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require the Company to purchase cured and such Security may be converted only if the notice of exercise is withdrawn as provided in accordance with Section 3.08 hereofredeemed). The number of shares of Common Stock issuable upon conversion of a Security is shall be determined by dividing the principal amount of the Security converted or portion thereof surrendered for conversion by the conversion price in effect on the Conversion Date (the “Conversion Price”)conversion date. The initial Conversion Price conversion price is stated set forth in paragraph 10 9 of the Securities and is subject to adjustment as provided in this Article V. 4. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of ita Security. A Security in respect of which a Holder has delivered a Repurchase Notice pursuant to Section 3.11(b) exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such Repurchase Notice is withdrawn by a written notice of withdrawal delivered to the Paying Agent prior to the close of business on the Repurchase Date in accordance with Section 3.12. A holder Holder of Securities is not entitled to any rights of a holder of Common Stock until such holder of Securities Holder has converted such his Securities into Common StockStock and, and upon such conversion, only to the extent that such Securities are deemed to have been converted into Common Stock under pursuant to this Article V.4.

Conversion Privilege. A holder Subject to the further provisions of this Section 4.1, a Holder of a Security may convert the principal amount thereof (or any portion thereof that is an integral multiple of $1,000) such Security into fully paid and nonassessable shares of Common Stock of the Company at any time prior to the close of business (New York time) on the maturity date of the Security maturity, at the Conversion Price then in effect; provided, except however, that, with respect to any if such Security is called for redemptionredemption pursuant to Article 3, such conversion right shall terminate at the close of business (New York time) on the Business Day immediately preceding the redemption date for such Security (unless the Company shall default in making the redemption payment when it becomes due, in which case the conversion price right shall terminate at the close of business on the date such default is curedcured and such Security is redeemed). A ; provided, further, that, if the Holder of a Security in respect presents such Security for redemption prior to the close of which a holder has delivered an “Option business on the redemption date for such Security, the right of Securityholder conversion shall terminate upon presentation of the Security to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require Trustee (unless the Company to purchase shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security may be converted only if the notice of exercise is withdrawn as provided in accordance with Section 3.08 hereofredeemed). The number of shares of Common Stock issuable upon conversion of a Security is shall be determined by dividing the principal amount of the Security converted or portion thereof surrendered for conversion by the conversion price Conversion Price in effect on the Conversion Date (the “Conversion Price”)Date. The initial Conversion Price is stated set forth in paragraph 10 8 of the Securities and is subject to adjustment as provided in this Article V. 4. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of ita Security. A holder Holder of Securities is not entitled to any rights of a holder of Common Stock until such holder of Securities Holder has converted such his or her Securities into to Common Stock, and only to the extent that such Securities are deemed to have been converted into Common Stock under pursuant to this Article V.4.

Conversion Privilege. A holder (a) Subject to the conditions described below and prior repurchase or redemption, and upon compliance with the provisions of this Article 15, a Security may Noteholder shall have the right, at such holder's option, to convert the principal amount thereof (all or any portion thereof that (if the portion to be converted is US$1,000 principal amount or an integral multiple thereof) of $1,000) into fully paid and nonassessable shares of Common Stock of the Company such Note at any time prior to the close of business (New York time) on the maturity date of the Security at the Conversion Price then in effect, except that, with respect to any Security called for redemption, such conversion right shall terminate at the close of business (New York time) on the Business Day immediately preceding the redemption date Maturity Date at a rate (unless the 71 "CONVERSION RATE") of 52.2876 ADSs (subject to adjustment by the Company as provided in Section 15.01(b) and Section 15.04) per US$1,000 principal amount Note (the "CONVERSION OBLIGATION") under the circumstances and during the periods set forth below. The Conversion Rate and the Conversion Price in effect at any given time are referred to herein as the "APPLICABLE CONVERSION RATE" and the "APPLICABLE CONVERSION PRICE," respectively. (i) The Notes shall default in making be convertible at any time prior to the redemption payment when it becomes due, in which case the conversion price shall terminate close of business on the date Business Day prior to the Redemption Date, even if the Notes are not otherwise convertible at such default is cured)time, if such Notes have been called for redemption pursuant to Article 3 hereof. A Security Notes in respect of which a holder has delivered a Put Right Purchase Notice or a Fundamental Change Purchase Notice may not be surrendered for conversion until the holder has withdrawn such relevant notice in accordance with Article 16. (i) If a Noteholder elects to convert Notes in connection with a Make-Whole Change in Control, the Conversion Rate applicable to each US$1,000 principal amount of Notes so converted shall be increased by an “Option additional number of Securityholder ADSs (the "ADDITIONAL ADSS") as described below. Settlement of Notes tendered for conversion to Elect Purchase” form set forth on Exhibit A hereto exercising which Additional ADSs shall be added to the option of such holder to require the Company to purchase such Security may be converted only if the notice of exercise is withdrawn Conversion Rate as provided in accordance this subsection shall be settled pursuant to Section 15.02(d) below. For purposes of this Section 15.01(b), a conversion shall be deemed to be "in connection" with a Make-Whole Change in Control if the Conversion Notice with respect to such Notes is received by the Conversion Agent from, and including, the Effective Date of the Make-Whole Change in Control up to, and including the Business Day immediately prior to the related Fundamental Change Purchase Date (or, in the case of an event that would have been a Change in Control but for the proviso in the clause (b) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Change in Control). On or before the 15th day after the occurrence of a Make-Whole Change in Control that does not also constitute a Change in Control, the Company will mail to the Trustee and to all holders of Notes at their addresses shown in the Note Register, and to Beneficial Owners or Notes, as required by applicable law, a notice indicating that a Make-Whole Change in Control has occurred. (ii) The number of Additional ADSs by which the Conversion Rate will be increased shall be determined by reference to the table attached as Schedule A hereto, based on the date on which the Make-Whole Change in Control occurs or becomes effective (the "EFFECTIVE DATE"), and the ADS Price; provided that if the actual ADS Price is between two ADS Price amounts in the table or the Effective Date is between two Effective Dates in the table, the number of Additional ADSs shall be determined by a straight-line interpolation between the number of Additional ADSs set forth for the next higher and next lower ADS Price amounts and the two nearest Effective Dates set forth in such table, as applicable, based on a 365-day year; provided further that if (1) the ADS Price is greater than US$150.00 per ADS (subject to adjustment in the same manner as set forth in Section 3.08 hereof15.04), no Additional ADSs will be added to the Conversion Rate, and (2) the ADS Price is less than US$15.00 per ADS (subject to adjustment in the same manner as set forth in Section 15.04), no Additional ADSs will be added to the Conversion Rate. Notwithstanding the foregoing, in no event will the total number of ADSs issuable upon conversion exceed 66.6667 per US$1,000 principal amount of Notes (subject to adjustment in the same manner as set forth in Section 15.04). (iii) The ADS Prices set forth in the first row of the table in Schedule A hereto shall be adjusted as of any date on which the Conversion Rate of the Notes is otherwise adjusted. The adjusted ADS Prices shall equal the ADS Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate in effect immediately prior to the adjustment giving rise to the ADS Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing Additional ADSs within the principal amount of table shall be adjusted in the Security converted by the conversion price in effect on same manner as the Conversion Date Rate as set forth in Section 15.04 (the “Conversion Price”). The initial Conversion Price is stated in paragraph 10 other than by operation of the Securities and is subject to an adjustment as provided in this Article V. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of it. A holder of Securities is not entitled to any rights of a holder of Common Stock until such holder of Securities has converted such Securities into Common Stock, and only to the extent that such Securities are deemed to have been converted into Common Stock under this Article V.Conversion Rate by adding Additional ADSs).

Conversion Privilege. A holder Subject to the further provisions of this Section 4.1, a Holder of a Security may convert the principal amount thereof of such Security (or any portion thereof that is an equal to $1,000 or any integral multiple of $1,0001,000 in excess thereof) into fully paid and nonassessable shares of Common Stock of the Company at any time prior to the close of business (New York time) on the maturity date of the Security Final Maturity Date, at the Conversion Price then in effect; provided, except however, that, with respect to any if such Security is called for redemptionredemption pursuant to Article 3, such conversion right shall terminate at the close of business (New York time) on the Business Day immediately preceding the redemption date for such Security or such earlier date as the Holder presents such Security for redemption (unless the Company shall default in making the redemption payment when it becomes due, in which case the conversion price right shall terminate at the close of business on the date such default is cured). A Security in respect of which a holder has delivered an “Option of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require the Company to purchase cured and such Security may be converted only if the notice of exercise is withdrawn as provided in accordance with Section 3.08 hereofredeemed). The number of shares of Common Stock issuable upon conversion of a Security is shall be determined by dividing the principal amount of the Security converted or portion thereof surrendered for conversion by the conversion price Conversion Price in effect on the Conversion Date (the “Conversion Price”)Date. The initial Conversion Price is stated set forth in paragraph 10 8 of the Securities and is subject to adjustment as provided in this Article V. 4. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of ita Security. A Security in respect of which a Holder has delivered a Change in Control Purchase Notice pursuant to Section 3.8(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Purchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Purchase Date in accordance with Section 3.9. A holder Holder of Securities is not entitled to any rights of a holder of Common Stock until such holder of Securities Holder has converted such its Securities into to Common Stock, and only to the extent that such Securities are deemed to have been converted into Common Stock under pursuant to this Article V.4.

Conversion Privilege. A holder Subject to the further provisions of this Section 4.1, a Holder of a Security may convert the principal amount thereof of such Security (or any portion thereof that is an equal to $1,000 or any integral multiple of $1,0001,000 in excess thereof) into fully paid and nonassessable shares of Common Stock of the Company at any time prior to the close of business (New York time) on the maturity date of the Security Final Maturity Date, at the Conversion Price then in effect; provided, except however, that, with respect to any if such Security is called for redemptionredemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business (New York time) on the Business Day immediately preceding the redemption date or Change in Control Purchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the redemption payment or Change in Control Purchase Price payment when it becomes due, in which case the conversion price right shall terminate at the close of business on the date such default is cured). A Security in respect of which a holder has delivered an “Option of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require the Company to purchase cured and such Security is redeemed or purchased, as the case may be converted only if the notice of exercise is withdrawn as provided in accordance with Section 3.08 hereofbe). The number of shares of Common Stock issuable upon conversion of a Security is shall be determined by dividing the principal amount of the Security converted or portion thereof surrendered for conversion by the conversion price Conversion Price in effect on the Conversion Date (the “Conversion Price”)Date. The initial Conversion Price is stated set forth in paragraph 10 8 of the Securities and is subject to adjustment as provided in this Article V. 4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of ita Security. A Security in respect of which a Holder has delivered a Change in Control Purchase Notice pursuant to Section 3.8(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Purchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Purchase Date in accordance with Section 3.9. A holder Holder of Securities is not entitled to any rights of a holder of Common Stock until such holder of Securities Holder has converted such its Securities into to Common Stock, and only to the extent that such Securities are deemed to have been converted into Common Stock under pursuant to this Article V.4.

Conversion Privilege. 2020 Debentures shall be convertible in accordance with their terms and in accordance with this Article. A holder Holder of a Security 2020 Debenture may convert the principal amount thereof Principal Amount of such 2020 Debenture (or any portion thereof that is an equal to a Principal Amount of $1,000 or any integral multiple of a Principal Amount of $1,0001,000 in excess thereof) into fully paid and nonassessable shares of Common Stock of the Company at any time prior to the close of business (New York time) on the maturity date of specified in the Security 2020 Debentures, at the Conversion Price Rate then in effect, except that, with respect to any Security . In case a 2020 Debenture or portion thereof is called for redemptionredemption pursuant to Article III, such conversion right shall terminate at the close of business (New York time) on the Business Day immediately preceding the Redemption Date for such 2020 Debenture or such earlier date as the Holder presents such 2020 Debenture for redemption date (unless the Company shall default in making the redemption payment when it becomes due, in which case the conversion price right shall terminate at the close of business on the date such default is curedcured and such 2020 Debenture is redeemed). A Security in respect of which a holder has delivered an “Option of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require the Company to purchase such Security may be converted only if the notice of exercise is withdrawn as provided in accordance with Section 3.08 hereof. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount 2020 Debenture per $1,000 of the Security converted by the conversion price in effect on the Conversion Date Principal Amount thereof (the “"Conversion Price”). The initial Conversion Price is stated Rate") shall be that set forth under "Conversion" in paragraph 10 of the Securities and is 2020 Debentures, subject to adjustment as provided in this Article V. herein set forth. Provisions of this Indenture that apply to conversion of all of a Security 2020 Debenture also apply to conversion of a portion of ita 2020 Debenture. A holder 2020 Debenture in respect of Securities which a Holder has delivered a Repurchase Notice or Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such 2020 Debenture, may be converted only if such notice of exercise is withdrawn in accordance with the terms of this Indenture. A Holder of 2020 Debentures is not entitled to any rights of a holder of Common Stock until such holder of Securities Holder has converted such Securities into its 2020 Debentures to Common Stock, and only to the extent that such Securities 2020 Debentures are deemed to have been converted into Common Stock under pursuant to this Article V.XI.

Conversion Privilege. A holder Holder of a Security may convert the principal amount thereof (or any portion thereof that is an integral multiple of $1,000) such Security into fully paid and nonassessable shares of Common Stock of the Company at any time prior to the close of business (New York time) on the maturity date of the Security maturity, at the Conversion Price conversion price then in effect, except ; provided that, with respect to any if such Security is called for redemptionredemption pursuant to Article 3, such conversion right shall terminate at the close of business (New York time) on the fifth Business Day immediately preceding the redemption date for such Security (unless the Company shall default in making the redemption payment when it becomes due, in which case the conversion price right shall terminate at the close of business on the date such default is curedcured and such Security is redeemed). A ; provided, further, that, if the Holder of a Security in respect presents such --------- -------- Security for redemption prior to the close of which a holder has delivered an “Option business on the fifth Business Day immediately preceding the redemption date for such Security, the right of Securityholder conversion shall terminate upon presentation of the Security to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require Trustee (unless the Company to purchase shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security may be converted only if the notice of exercise is withdrawn as provided in accordance with Section 3.08 hereofredeemed). The number of shares of Common Stock issuable upon conversion of a Security is shall be determined by dividing the principal amount of the Security converted or portion thereof surrendered for conversion by the conversion price Conversion Price in effect on the Conversion Date (the “Conversion Price”)conversion date. The initial Conversion Price is stated set forth in paragraph 10 8 of the Securities and is subject to adjustment as provided in this Article V. 4. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of ita Security. A Security in respect of which a Holder has delivered a Change in Control Purchase Notice pursuant to Section 3.7(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Purchase Notice is withdrawn by a written notice of withdrawal delivered to the Paying Agent prior to the close of business on the Change in Control Purchase Date in accordance with Section 3.8. A holder Holder of Securities is not entitled to any rights of a holder of Common Stock until such holder of Securities Holder has converted such his Securities into to Common Stock, and only to the extent that such Securities are deemed to have been converted into to Common Stock under pursuant to this Article V.4.

Conversion Privilege. A holder Subject to the further provisions of this Section 4.1, a Holder of a Security may convert the principal amount thereof of such Security (or any portion thereof that is an equal to $1,000 or any integral multiple of $1,0001,000 in excess thereof) into fully paid and nonassessable shares of Common Stock of the Company at any time prior to the close of business (New York time) on the maturity date of the Security Final Maturity Date, at the Conversion Price then in effect; PROVIDED, except HOWEVER, that, with respect to any if such Security is called for redemptionredemption pursuant to Article 3, such conversion right shall terminate at the close of business (New York time) on the Business Day immediately preceding the redemption date for such Security or such earlier date as the Holder presents such Security for redemption (unless the Company shall default in making the redemption payment when it becomes due, in which case the conversion price right shall terminate at the close of business on the date such default is cured). A Security in respect of which a holder has delivered an “Option of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require the Company to purchase cured and such Security may be converted only if the notice of exercise is withdrawn as provided in accordance with Section 3.08 hereofredeemed). The number of shares of Common Stock issuable upon conversion of a Security is shall be determined by dividing the principal amount of the Security converted or portion thereof surrendered for conversion by the conversion price Conversion Price in effect on the Conversion Date (the “Conversion Price”)Date. The initial Conversion Price is stated set forth in paragraph 10 8 of the Securities and is subject to adjustment as provided in this Article V. 4. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of ita Security. A Security in respect of which a Holder has delivered a Change in Control Purchase Notice pursuant to Section 3.8(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Purchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Purchase Date in accordance with Section 3.9. A holder Holder of Securities is not entitled to any rights of a holder of Common Stock until such holder of Securities Holder has converted such its Securities into to Common Stock, and only to the extent that such Securities are deemed to have been converted into Common Stock under pursuant to this Article V.4.

Conversion Privilege. A holder Subject to the further provisions of this Article 4 and paragraph 8 of the Securities, a Holder of a Security may convert the principal amount thereof of such Security (or any portion thereof that is an equal to $1,000 or any integral multiple of $1,0001,000 in excess thereof) into fully paid and nonassessable shares of Common Stock of the Company at any time prior to the close of business (New York time) on the maturity date of the Security Final Maturity Date, at the Conversion Price then in effect; PROVIDED, except HOWEVER, that, with respect to any if such Security is called for redemptionredemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business (New York time) on the Business Day immediately preceding the Redemption Date or Change in Control Purchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption date or for purchase (unless the Company shall default in making the applicable redemption payment or Change in Control Purchase Price payment when it becomes due, in which case the conversion price right shall terminate at the close of business on the date such default is cured). A Security in respect of which a holder has delivered an “Option of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require the Company to purchase cured and such Security is redeemed or purchased, as the case may be converted only if the notice of exercise is withdrawn as provided in accordance with Section 3.08 hereofbe). The number of shares of Common Stock issuable upon conversion of a Security is shall be determined by dividing the principal amount of the Security converted or portion thereof surrendered for conversion by the conversion price Conversion Price in effect on the Conversion Date (the “Conversion Price”)Date. The initial Conversion Price is stated set forth in paragraph 10 8 of the Securities and is subject to adjustment as provided in this Article V. 4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of ita Security. A holder Security in respect of which a Holder has delivered a Change in Control Purchase Notice pursuant to Section 3.8(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Purchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Purchase Date in accordance with Section 3.9. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such holder of Securities Holder has converted such its Securities into to Common Stock, and only to the extent that such Securities are deemed to have been converted into Common Stock under pursuant to this Article V.4.

Conversion Privilege. A holder Subject to the further provisions of this Section 4.1, a Holder of a Security may convert the principal amount thereof of such Security (or any portion thereof that is an equal to $1,000 or any integral multiple of $1,0001,000 in excess thereof) into fully paid and nonassessable shares of Common Stock of the Company at any time prior to the close of business (New York time) on the maturity date of the Security Final Maturity Date, at the Conversion Price then in effect; provided, except however, that, with respect to any if such Security is called for redemptionredemption or submitted for presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business (New York time) on the Business Day immediately preceding the Redemption Date or Change in Control Purchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption date or for purchase (unless the Company shall default in making the redemption payment or Change in Control Purchase Price payment when it becomes due, in which case the conversion price right shall terminate at the close of business on the date such default is cured). A Security in respect of which a holder has delivered an “Option of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require the Company to purchase cured and such Security is redeemed or purchased, as the case may be converted only if the notice of exercise is withdrawn as provided in accordance with Section 3.08 hereofbe). The number of shares of Common Stock issuable upon conversion of a Security is shall be determined by dividing the principal amount of the Security converted or portion thereof surrendered for conversion by the conversion price Conversion Price in effect on the Conversion Date (the “Conversion Price”)Date. The initial Conversion Price is stated set forth in paragraph 10 8 of the Securities and is subject to adjustment as provided in this Article V. 4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of ita Security. A Security in respect of which a Holder has delivered a Change in Control Purchase Notice pursuant to Section 3.8(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Purchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Purchase Date in accordance with Section 3.9. A holder Holder of Securities is not entitled to any rights of a holder of Common Stock until such holder of Securities Holder has converted such its Securities into to Common Stock, and only to the extent that such Securities are deemed to have been converted into Common Stock under pursuant to this Article V.4.

Conversion Privilege. A holder Subject to the further provisions of this Section 4.01, a Holder of a Security Note may convert the principal amount thereof (or any portion thereof that is an integral multiple of $1,000) into fully paid and nonassessable shares of Common Stock of the Company at any time prior to the close of business (New York time) on the maturity date of the Security such Note at the Conversion Price then in effecteffect into Class A Common Stock (i) at any time after the Regulatory Relief Date, except if at such time such Holder is a Regulated Person, or (ii) at any time, if such Holder is not a Regulated Person; provided, however, that the Initial Purchaser or any of its Affiliates or any Holder that acquires Notes pursuant to any Transfer (as defined in the Stockholders Agreement) other than pursuant to a Public Resale (as defined in the Stockholders Agreement) may not convert such Note if, after giving effect to such conversion, such Holder would be deemed to be an "affiliate" as that term is defined in, and for the purposes of, either of the Franchise Agreements; provided, further, that, with respect to any Security if such Note is called for redemptionredemption pursuant to Article 3, such conversion right shall terminate at the close of business (New York time) on the Business Day immediately preceding the redemption date for such Note (unless the Company shall default in making the redemption payment when it becomes due, in which case the conversion price right shall terminate at the close of business on the date such default is curedcured and such Note is redeemed). A Security in respect ; provided, further, that, if the Holder of which a holder has delivered an “Option Note tenders such Note pursuant to a Change of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of Control Offer, such holder to require the Company to purchase such Security Note may only be converted only if such Holder properly withdraws its election to participate in the notice Change of exercise is withdrawn as provided in accordance with Section 3.08 hereofControl Offer prior to consummation of the Change of Control Offer. The number of shares of Class A Common Stock issuable upon conversion of a Security is Note shall be determined by dividing the principal amount of the Security converted Note or portion thereof surrendered for conversion by the conversion price Conversion Price in effect on the Conversion Date (the “Conversion Price”)Date. The initial Conversion Price is stated in paragraph 10 of the Securities conversion price shall be $34.00 and is subject to adjustment as provided in this Article V. 4 (the "Conversion Price"). A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security Note also apply to conversion of a portion of ita Note. A holder Holder of Securities Notes is not entitled to any rights of a holder of Class A Common Stock until such holder of Securities Holder has converted such Securities into its Notes to Class A Common Stock, and only to the extent that such Securities Notes are deemed to have been converted into Class A Common Stock under pursuant to this Article V.4.

Conversion Privilege. A holder Subject to the further provisions of this Section 4.1, a Holder of a Security may convert the principal amount thereof (or any portion thereof that is an integral multiple of $1,000) such Security into fully paid and nonassessable shares of Common Stock of the Company at any time after 60 days following the date of this Indenture and prior to the close of business (New York time) on the maturity date of the Security maturity, at the Conversion Price then in effect; provided, except however, that, with respect to any if such Security is called for redemptionredemption pursuant to Article 3, such conversion right shall terminate at the close of business (New York time) on the Business Day immediately business day preceding the redemption date Redemption Date for such Security (unless the Company shall default in making the redemption payment when it becomes due, in which case the conversion price right shall terminate at the close of business on the date such default is curedcured and such Security is redeemed). A ; provided, further, that, if the Holder of a Security in respect presents such Security for redemption prior to the close of which a holder has delivered an “Option business on the Redemption Date for such Security, the right of Securityholder conversion shall terminate upon presentation of the Security to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require Trustee (unless the Company to purchase shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security may be converted only if the notice of exercise is withdrawn as provided in accordance with Section 3.08 hereofredeemed). The number of shares of Common Stock issuable upon conversion of a Security is shall be determined by dividing the principal amount of the Security converted or portion thereof surrendered for conversion by the conversion price Conversion Price in effect on the Conversion Date (the “Conversion Price”)Date. The initial Conversion Price is stated set forth in paragraph 10 8 of the Securities and is subject to adjustment as provided in this Article V. 4. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of ita Security. A Security in respect of which a Holder has delivered a Change of Control Purchase Notice pursuant to Section 3.8(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change of Control Purchase Notice is withdrawn by a written notice of withdrawal delivered to the Paying Agent prior to the close of business on the Repurchase Date in accordance with Section 3.9. A holder Holder of Securities is not entitled to any rights of a holder of Common Stock until such holder of Securities Holder has converted such his or her Securities into to Common Stock, and only to the extent that such Securities are deemed to have been converted into Common Stock under pursuant to this Article V.4.

Conversion Privilege. A holder Subject to the further provisions of this Section 4.1, a Holder of a Security may convert the principal amount thereof of such Security (or any portion thereof that is an equal to $1,000 or any integral multiple of $1,0001,000 in excess thereof) into fully paid and nonassessable shares of Common Stock of the Company at any time prior to the close of business (New York time) on the maturity date of the Security Final Maturity Date, at the Conversion Price then in effect; provided, except however, that, with respect to any if such Security is called for redemptionredemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business (New York time) on the second Business Day immediately preceding the redemption date or Change in Control Purchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the redemption payment or Change in Control Purchase Price payment when it becomes due, in which case the conversion price right shall terminate at the close of business on the date such default is curedcured and such Security is redeemed or purchased, as the case may be). A If such Security in respect is submitted or presented for purchase pursuant to Article 3 and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the Holder of which a holder has delivered an “Option of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require the Company to purchase such Security may be converted only if the notice of exercise is withdrawn as provided in accordance with convert such Security pursuant to this Section 3.08 hereof4. 1. The number of shares of Common Stock issuable upon conversion of a Security is shall be determined by dividing the principal amount of the Security converted or portion thereof surrendered for conversion by the conversion price Conversion Price in effect on the Conversion Date (the “Conversion Price”)Date. The initial Conversion Price is stated set forth in paragraph 10 8 of the Securities and is subject to adjustment as provided in this Article V. 4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of ita Security. A Security in respect of which a Holder has delivered a Change in Control Purchase Notice pursuant to Section 3.8(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Purchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Purchase Date in accordance with Section 3.9. A holder Holder of Securities is not entitled to any rights of a holder of Common Stock until such holder of Securities Holder has converted such its Securities into to Common Stock, and only to the extent that such Securities are deemed to have been converted into Common Stock under pursuant to this Article V.4.

Conversion Privilege. A holder At any time after 90 days following the latest date of a Security may convert the principal amount thereof (or any portion thereof that is an integral multiple of $1,000) into fully paid and nonassessable shares of Common Stock original issuance of the Company at any time Securities and prior to the close of business (New York time) on the maturity date Business Day immediately preceding November 1, 2007, a Holder of a Security may convert such Security into Common Stock (the Security shares of Common Stock issuable upon such conversion, the "Conversion Shares"), at the Conversion Price then in effect, except together with those rights, warrants or options specified in the first sentence of Section 4.6(f) hereof, to the extent applicable; provided that, with respect to any if such Security is called for redemptionredemption pursuant to Article 3, such conversion right shall terminate at the close of business (New York time) on the Business Day immediately preceding before the redemption date for such Security (unless the Company shall default in making the redemption payment when it becomes then due, in which case the conversion price right shall terminate on the date such default is cured). A Security in respect of which a holder has delivered an “Option of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require the Company to purchase cured and such Security may be converted only if the notice of exercise is withdrawn as provided in accordance with Section 3.08 hereofredeemed). The number of shares of Common Stock issuable upon conversion of a Security is shall be determined by dividing the principal amount of the Security converted or portion thereof surrendered for conversion by the conversion price Conversion Price in effect on the Conversion Date (the “Conversion Price”)conversion date. The initial Conversion Price is stated set forth in paragraph 10 8 of the Securities and is subject to adjustment as provided in this Article V. 4. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of ita Security. A Security in respect of which a Holder has delivered a Repurchase Notice pursuant to Section 3.10(b) exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such Repurchase Notice is withdrawn by a written notice of withdrawal delivered to the Paying Agent prior to the close of business on the Repurchase Date in accordance with Section 3.11. A holder Holder of Securities is not entitled to any rights of a holder of Common Stock until such holder of Securities Holder has converted such his Securities into Common StockStock and, and upon such conversion, only to the extent that such Securities are deemed to have been converted into Common Stock under pursuant to this Article V.4.

Conversion Privilege. A holder Subject to the further provisions of this Section 4.1, a Holder of a Security may convert the principal amount thereof (or any portion thereof that is an integral multiple of $1,000) such Security into fully paid and nonassessable shares of Common Stock of the Company at any time prior to the close of business (New York time) on the maturity date of the Security maturity, at the Conversion Price then in effect; provided, except however, that, with respect to any if such Security is called for redemptionredemption pursuant to Article 3, such conversion right shall terminate at the close of business (New York time) on the Business Day immediately preceding the redemption date for such Security (unless the Company shall default in making the redemption payment when it becomes due, in which case the conversion price right shall terminate at the close of business on the date such default is curedcured and such Security is redeemed). A ; provided, further, that, if the Holder of a Security in respect presents such Security for redemption prior to the close of which a holder has delivered an “Option business on the redemption date for such Security, the right of Securityholder conversion shall terminate upon presentation of the Security to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require Trustee (unless the Company to purchase shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security may be converted only if the notice of exercise is withdrawn as provided in accordance with Section 3.08 hereofredeemed). The number of shares of Common Stock issuable upon conversion of a Security is shall be determined by dividing the principal amount of the Security converted or portion thereof surrendered for conversion by the conversion price Conversion Price in effect on the Conversion Date (the “Conversion Price”)Date. The initial Conversion Price is stated set forth in paragraph 10 8 of the Securities and is subject to adjustment as provided in this Article V. 4. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of it. a Security. A holder Security in respect of Securities which a Holder has delivered a Change in Control Purchase Notice pursuant to Section 3.8(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Purchase Notice is not entitled to any rights withdrawn by a written notice of a holder of Common Stock until such holder of Securities has converted such Securities into Common Stock, and only withdrawal delivered to the extent that such Securities are deemed Paying Agent prior to have been converted into Common Stock under this Article V.the close of

Conversion Privilege. A holder Subject to the further provisions of this Article 5, a Holder of a Security may may, at the Holder’s option, convert the principal amount thereof of such Security (or any portion thereof that is an equal to $1,000 or any integral multiple of $1,0001,000 in excess thereof) into fully paid and nonassessable shares of Common Stock of the Company ADSs at any time prior to the close of business (New York time) on the maturity date of the Security Business Day immediately preceding June 1, 2008, at the Conversion Price then in effect; provided, except thathowever, with respect that if such Security is submitted or presented for purchase pursuant to any Security called for redemptionArticle 4 of this Indenture, such conversion right shall terminate at the close of business (New York time) on the Business Day immediately preceding the redemption Change of Control Purchase Date for such Security or such earlier date as the Holder presents such Security for purchase (unless the Company shall default in making the redemption Change of Control Purchase Price payment when it becomes due, in which case the conversion price right shall terminate at the close of business on the date such default is cured). A Security in respect of which a holder has delivered an “Option of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require the Company to purchase cured and such Security may be converted only if the notice of exercise is withdrawn as provided in accordance with Section 3.08 hereofpurchased). The number of shares of Common Stock ADSs issuable upon conversion of a Security is shall be determined by dividing the principal amount of the Security converted or portion thereof surrendered for conversion by the conversion price Conversion Price in effect on the Conversion Date (the “Conversion Price”)Date. The initial Conversion Price is stated in paragraph 10 as of the Securities date hereof is $9.267 and is subject to adjustment as provided in this Article V. 5. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of ita Security. A holder Security in respect of which a Holder has delivered a Change of Control Purchase Notice pursuant to Section 4.07(c) of the Indenture exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change of Control Purchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change of Control Purchase Date in accordance with Section 4.08 of this Indenture. A Holder of Securities is not entitled to any rights of a holder of Common Stock ADSs until such holder of Securities Holder has converted such its Securities into Common StockADSs, and only to the extent that such Securities are deemed to have been converted into Common Stock under ADSs pursuant to this Article V.Article. The ADSs, when issued, shall be subject to the terms of the Deposit Agreement.

Conversion Privilege. A holder Subject to the further provisions of this Section 4.1, a Holder of a Security may convert the principal amount thereof of such Security (or any portion thereof that is an equal to $1,000 or any integral multiple of $1,0001,000 in excess thereof) into fully paid and nonassessable shares of Common Stock of the Company at any time prior to the close of business (New York time) on the maturity date of the Security Final Maturity Date, at the Conversion Price then in effect; provided, except however, ----------------- that, with respect to any if such Security is called for redemptionredemption or submitted for presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business (New York time) on the Business Day immediately preceding the redemption date or Change in Control Purchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the redemption payment or Change in Control Purchase Price payment when it becomes due, in which case the conversion price right shall terminate at the close of business on the date such default is cured). A Security in respect of which a holder has delivered an “Option of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require the Company to purchase cured and such Security is redeemed or purchased, as the case may be converted only if the notice of exercise is withdrawn as provided in accordance with Section 3.08 hereofbe). The number of shares of Common Stock issuable upon conversion of a Security is shall be determined by dividing the principal amount of the Security converted or portion thereof surrendered for conversion by the conversion price Conversion Price in effect on the Conversion Date (the “Conversion Price”)Date. The initial Conversion Price is stated set forth in paragraph 10 8 of the Securities and is subject to adjustment as provided in this Article V. 4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of ita Security. A Security in respect of which a Holder has delivered a Change in Control Purchase Notice pursuant to Section 3.8(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Purchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Purchase Date in accordance with Section 3.9. A holder Holder of Securities is not entitled to any rights of a holder of Common Stock until such holder of Securities Holder has converted such its Securities into to Common Stock, and only to the extent that such Securities are deemed to have been converted into Common Stock under pursuant to this Article V.4.

Conversion Privilege. A holder Subject to the further provisions of this Section 3.01, a Holder of a Security may convert the principal amount thereof (or any portion thereof that is an integral multiple of $1,000) into fully paid and nonassessable shares of Common Stock of the Company such Security at any time prior after the date hereof (but if such Security is called for redemption pursuant to Article Nine, then only to and including but not after the close of business (New York time) on the maturity date fifth Business Day preceding the Redemption Date, provided that no default by the Company in the payment of the Security Redemption Price shall have occurred and be continuing on the Redemption Date in which case such right of conversion shall be reinstated), at the Conversion Price (as hereinafter defined) then in effect, except effect into shares of the Company’s Common Stock; provided that, with respect if the Holder of a Security tenders such Security pursuant to any Security called for redemptionan Offer to Purchase made as a result of a Change in Control, such conversion right shall terminate at the close of business (New York time) on the Business Day immediately preceding the redemption date (unless the Company shall default in making the redemption payment when it becomes due, in which case the conversion price shall terminate on the date such default is cured). A Security in respect of which a holder has delivered an “Option of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require the Company to purchase such Security may only be converted only if the notice such Holder properly withdraws its election to participate in such Offer to Purchase prior to consummation of exercise is withdrawn as provided in accordance with Section 3.08 hereofsuch Offer to Purchase. The number of shares of the Company’s Common Stock issuable upon conversion of a Security is shall be determined by dividing the principal amount of the Security converted or portion thereof surrendered for conversion by the conversion price Conversion Price in effect on the Conversion Date (the “Conversion Price”)Date. The initial Conversion Price is stated in paragraph 10 of the Securities and is subject Subject to adjustment or voluntary reduction as provided in this Article V. 3, the “Conversion Price” shall be calculated as follows: Sixth Month First 18th Month Second Anniversary of Conversion Price $ 14.39 $ 14.17 $ 13.97 $ 13.76 $ 13.56 In the event that the Conversion Date shall be a date between any of the dates specified in the table above (but prior to the second anniversary of the Closing Date), the Conversion Price shall be calculated on the basis of the decrease in the Conversion Price between such dates based a period of 180 days. A Holder may convert a portion of a Security equal to $1.00 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of ita Security. A holder Holder of Securities is not entitled to any rights of a holder of the Company’s Common Stock until such holder of Securities Holder has converted such its Securities into to the Company’s Common Stock, and only to the extent that such Securities are deemed to have been converted into the Company’s Common Stock under pursuant to this Article V.3.

Conversion Privilege. To convert a Security, a Holder must (1) complete and sign a notice of election to convert substantially in the forms set forth in Exhibits A holder and B hereto (each, a "Conversion Notice"), (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Registrar, Transfer Agent or Conversion Agent and (4) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the conversion date (the "Conversion Date"). As soon as practicable after the Conversion Date, the Company shall deliver to the Holder through the Conversion Agent, a certificate for the number of whole Conversion Shares issuable upon such conversion and a check for any fractional Conversion Share determined pursuant to Section 10.04 and (except as provided in the next paragraph) for interest on such Security accrued through the Conversion Date. The person in whose name the certificate for Conversion Shares is to be registered shall become the shareholder of record on the Conversion Date and, as of the Conversion Date, the rights of the Holder of the Securities shall cease as to the portion thereof so converted; provided, however, that no surrender of a Security may convert on any date when the principal amount thereof (or any portion thereof that is an integral multiple stock transfer books of $1,000) into fully paid and nonassessable the Company shall be closed shall be effective to constitute the Person entitled to receive the Conversion Shares upon such conversion as the shareholder of record of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person entitled to receive such Conversion Shares as the shareholder of the Company at any time prior to the close of business (New York time) on the maturity date of the Security at the Conversion Price then in effect, except that, with respect to any Security called record thereof for redemption, such conversion right shall terminate all purposes at the close of business (New York time) on the Business Day immediately preceding next succeeding day on which such stock transfer books are open; provided further that such conversion shall be at the redemption date (unless the Company shall default in making the redemption payment when it becomes due, in which case the conversion price shall terminate on the date such default is cured). A Security in respect of which a holder has delivered an “Option of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require the Company to purchase such Security may be converted only if the notice of exercise is withdrawn as provided in accordance with Section 3.08 hereof. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the conversion price Conversion Price in effect on the Conversion Date (date that such Security shall have been surrendered for conversion, as if the “Conversion Price”). The initial Conversion Price is stated in paragraph 10 stock transfer books of the Securities and is subject to Company had not been closed. No payment or adjustment as provided will be made in this Article V. Provisions respect of this Indenture that apply to conversion of all of dividends or distributions on Conversion Shares. If any Holder surrenders a Security also apply to for conversion after the close of a portion business on the Record Date for the payment of it. A holder an installment of Securities is not entitled to any rights of a holder of Common Stock until such holder of Securities has converted such Securities into Common Stock, interest and only prior to the extent that opening of business on the next Interest Payment Date, then, notwithstanding such Securities are deemed conversion, the interest payable on such Interest Payment Date shall be paid to have been converted into Common Stock under this Article V.the Holder of such

Conversion Privilege. A holder Subject to the further provisions of this Section 4.01, from and after the time that the Requisite Company Vote is obtained, a Holder of a Security Note may convert the principal amount thereof (or any portion thereof that is an integral multiple of $1,000) into fully paid and nonassessable shares of Common Stock of the Company at any time prior to the close of business (New York time) on the maturity date of the Security such Note at the Conversion Price (as hereinafter defined) then in effecteffect into Class A Common Stock (i) at any time after the Regulatory Relief Date, except if at such time such Holder is a Regulated Person, or (ii) at any time, if such Holder is not a Regulated Person; PROVIDED, HOWEVER, that the Initial Purchaser or any of its Affiliates or any Holder that acquires Notes pursuant to any Transfer other than pursuant to a Public Resale may not convert such Note if, after giving effect to such conversion, such Holder would be deemed to be an "affiliate" as that term is defined in, and for the purposes of, either of the Franchise Agreements; and PROVIDED, FURTHER, that, with respect to any Security if such Note is called for redemptionredemption pursuant to Article 3, such conversion right shall terminate at the close of business (New York time) on the Business Day immediately preceding the redemption date for such Note (unless the Company shall default in making the redemption payment when it becomes due, in which case the conversion price right shall terminate at the close of business on the date such default is curedcured and such Note is redeemed). A Security in respect ; and PROVIDED, FURTHER, that, if the Holder of which a holder has delivered an “Option Note tenders such Note pursuant to a Change of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of Control Offer, such holder to require the Company to purchase such Security Note may only be converted only if such Holder properly withdraws its election to participate in the notice Change of exercise is withdrawn as provided in accordance with Section 3.08 hereofControl Offer prior to consummation of the Change of Control Offer. The number of shares of Class A Common Stock issuable upon conversion of a Security is Note shall be determined by dividing the principal amount of the Security converted Note or portion thereof surrendered for conversion by the conversion price Conversion Price in effect on the Conversion Date (the “Conversion Price”)Date. The initial Conversion Price conversion price is stated in paragraph 10 of the Securities $0.53875 and is subject to adjustment or voluntary reduction as provided in this Article V. 4 (the "CONVERSION PRICE"). A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. Provisions of this Indenture Agreement that apply to conversion of all of a Security Note also apply to conversion of a portion of ita Note. A holder Holder of Securities Notes is not entitled to any rights of a holder of Class A Common Stock until such holder of Securities Holder has converted such Securities into its Notes to Class A Common Stock, and only to the extent that such Securities Notes are deemed to have been converted into Class A Common Stock under pursuant to this Article V.4.

Conversion Privilege. A holder Subject to the further provisions of this Section 3.01, a Holder of a Security may convert the principal amount thereof (or any portion thereof that is an integral multiple of $1,000) into fully paid and nonassessable shares of Common Stock of the Company such Security at any time prior after the date hereof (but if such Security is called for redemption pursuant to Article Nine, then only to and including but not after the close of business (New York time) on the maturity date fifth Business Day preceding the Redemption Date, provided that no default by the Company in the payment of the Security Redemption Price shall have occurred and be continuing on the Redemption Date in which case such right of conversion shall be reinstated), at the Conversion Price (as hereinafter defined) then in effect, except effect into shares of the Company’s Common Stock; provided that, with respect if the Holder of a Security tenders such Security pursuant to any Security called for redemptionan Offer to Purchase made as a result of a Change in Control, such conversion right shall terminate at the close of business (New York time) on the Business Day immediately preceding the redemption date (unless the Company shall default in making the redemption payment when it becomes due, in which case the conversion price shall terminate on the date such default is cured). A Security in respect of which a holder has delivered an “Option of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require the Company to purchase such Security may only be converted only if the notice such Holder properly withdraws its election to participate in such Offer to Purchase prior to consummation of exercise is withdrawn as provided in accordance with Section 3.08 hereofsuch Offer to Purchase. The number of shares of the Company’s Common Stock issuable upon conversion of a Security is shall be determined by dividing the principal amount of the Security converted or portion thereof surrendered for conversion by the conversion price Conversion Price in effect on the Conversion Date (the “Conversion Price”)Date. The initial Conversion Price is stated in paragraph 10 of the Securities and is subject Subject to adjustment or voluntary reduction as provided in this Article V. 3, the “Conversion Price” shall be calculated as follows: Sixth Month First 18th Month Second Anniversary of Conversion Price $ 22.06 $ 21.73 $ 21.41 $ 21.10 $ 20.78 In the event that the Conversion Date shall be a date between any of the dates specified in the table above (but prior to the second anniversary of the Closing Date), the Conversion Price shall be calculated on the basis of the decrease in the Conversion Price between such dates based a period of 180 days. A Holder may convert a portion of a Security equal to $1.00 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of ita Security. A holder Holder of Securities is not entitled to any rights of a holder of the Company’s Common Stock until such holder of Securities Holder has converted such its Securities into to the Company’s Common Stock, and only to the extent that such Securities are deemed to have been converted into the Company’s Common Stock under pursuant to this Article V.3.

Conversion Privilege. A holder Holder of a Security may --------------------- convert the principal amount thereof (or any portion thereof that is an integral multiple of $1,000) such Security into fully paid and nonassessable shares of Common Stock of the Company at any time prior (subject to the close of business (New York timelimitation described in Section 11.03(e)) on during the maturity date period stated in paragraph 9 of the Security at the Conversion Price then in effect, except that, with respect to any Security called for redemption, such conversion right shall terminate at the close of business (New York time) on the Business Day immediately preceding the redemption date (unless the Company shall default in making the redemption payment when it becomes due, in which case the conversion price shall terminate on the date such default is cured). A Security in respect of which a holder has delivered an “Option of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require the Company to purchase such Security may be converted only if the notice of exercise is withdrawn as provided in accordance with Section 3.08 hereofSecurities. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount per $1,000 of the Security converted by the conversion price in effect on the Conversion Date Principal Amount thereof (the “"Conversion Price”). The initial Conversion Price is stated Rate") shall be that set forth in paragraph 10 of 9 in the Securities and is Securities, subject to adjustment as provided herein set forth. The Holders' right to convert Securities into shares of Common Stock is subject to the Company's right to elect to instead pay such Holder the amount of cash set forth in this Article V. Provisions the next succeeding sentence, in lieu of delivering such shares of Common Stock; provided, however, that if such payment of cash is not -------- ------- permitted pursuant to the provisions of this Indenture or the provisions of any other agreement or instrument to which the Company is a party or by which it is bound or otherwise, the Company shall deliver shares of Common Stock (and cash in lieu of fractional shares of Common Stock) in accordance with this Article XIII, whether or not the Company has delivered a notice pursuant to Section 13.02 to the effect that apply the Securities would be paid in cash. The amount of cash to conversion of all be paid pursuant to Section 13.02 for each per $1,000 Principal Amount of a Security also apply upon conversion shall be equal to conversion the Sale Price of a portion of it. A holder of Securities is not entitled to any rights of a holder share of Common Stock until such holder of Securities has converted such Securities into Common Stock, and only on the Trading Day immediately prior to the extent that related Conversion Date multiplied by the Conversion Rate in effect on such Securities are deemed Trading Day. In the event the Company exercises its option pursuant to Section 15.01 to have been interest in lieu of Original Issue Discount accrue on the Security following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares of Common Stock such Holder would have received if the Company had not exercised such option. If the Company exercises such option, Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment date to the opening of business of such Interest Payment Date (except Securities to be redeemed on a date within such period) must be accompanied by payment of an amount equal to the interest thereon that the registered Holder is to receive. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities will be payable by the Company on any Interest Payment Date subsequent to the date of conversion. The Company shall not pay cash in lieu of delivering shares of Common Stock upon the conversion of any Security pursuant to the terms of this Article XIII (other than cash in lieu of fractional shares pursuant to Section 13.03) (i) if there has occurred (prior to, on or after, as the case may be, the Conversion Date or the date on which the Company delivers its notice of whether such Security shall be converted into shares of Common Stock under or cash pursuant to Section 13.02) and is continuing an Event of Default (other than a default in such payment on such Securities); provided, however, that this Article V.sentence shall -------- ------- not apply in the event that an Event of Default occurs after such cash is paid.

Conversion Privilege. A holder Subject to the further provisions of this Section 5.01, a Holder of a Security may may, at the Holder's option, convert the principal amount thereof of such Security (or any portion thereof that is an equal to $1,000 or any integral multiple of $1,0001,000 in excess thereof) into fully paid and nonassessable shares of Common Stock of the Company at any time prior to the close of business (New York time) on the maturity date of the Security Business Day immediately proceeding November 1, 2008, at the Conversion Price then in effect; provided, except however, that, with respect to any if such Security is called for redemptionredemption or submitted or presented for purchase pursuant to Article 4, such conversion right shall terminate at the close of business (New York time) on the Business Day immediately preceding the Optional Redemption Date or Change in Control Purchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption date or for purchase (unless the Company shall default in making the redemption payment or Change in Control Purchase Price payment when it becomes due, in which case the conversion price right shall terminate at the close of business on the date such default is cured). A Security in respect of which a holder has delivered an “Option of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require the Company to purchase cured and such Security is redeemed or purchased, as the case may be converted only if the notice of exercise is withdrawn as provided in accordance with Section 3.08 hereofbe). The number of shares of Common Stock issuable upon conversion of a Security is shall be determined by dividing the principal amount of the Security converted or portion thereof surrendered for conversion by the conversion price Conversion Price in effect on the Conversion Date (the “Conversion Price”)Date. The initial Conversion Price is stated set forth in paragraph 10 8 of the Securities and is subject to adjustment as provided in this Article V. 5. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of ita Security. A Security in respect of which a Holder has delivered a Change in Control Purchase Notice pursuant to Section 4.08(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Purchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Purchase Date in accordance with Section 4.09. A holder Holder of Securities is not entitled to any rights of a holder of Common Stock until such holder of Securities Holder has converted such its Securities into to Common Stock, and only to the extent that such Securities are deemed to have been converted into Common Stock under pursuant to this Article V.5.

Conversion Privilege. A holder Subject to the further provisions of this Section 4.1, a Holder of a Security may convert the principal amount thereof of such Security, (or any portion thereof that is an equal to $1,000 or any integral multiple of $1,0001,000 in excess thereof) into fully paid and nonassessable shares of Common Stock of the Company at any time prior to the close of business (New York time) on the maturity date of the Security Final Maturity Date, at the Conversion Price then in effect; provided, except however, that, with respect to any -------- ------- if such Security is called for redemptionredemption pursuant to Article 3, such conversion right shall terminate at the close of business (New York time) on the Business Day immediately preceding the Redemption Date for such Security or such earlier date as the Holder presents such Security for redemption date (unless the Company shall default in making the redemption payment when it becomes due, in which case the conversion price right shall terminate at the close of business on the date such default is cured). A Security in respect of which a holder has delivered an “Option of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require the Company to purchase cured and such Security may be converted only if the notice of exercise is withdrawn as provided in accordance with Section 3.08 hereofredeemed). The number of shares of Common Stock issuable upon conversion of a Security is shall be determined by dividing the principal amount of the Security converted or portion thereof surrendered for conversion by the conversion price Conversion Price in effect on the Conversion Date (the “Conversion Price”)Date. The initial Conversion Price is stated set forth in paragraph 10 8 of the Securities and is subject to adjustment as provided in this Article V. 4. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of ita Security. A holder Security in respect of which a Holder has delivered a Change in Control Purchase Notice pursuant to Section 3.9(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Purchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the second Business Day immediately preceding the Change in Control Payment Date in accordance with Section 3.10. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such holder of Securities Holder has converted such its Securities into to Common Stock, and only to the extent that such Securities are deemed to have been converted into Common Stock under pursuant to this Article V.4.

Conversion Privilege. A holder (a) Subject to the further provisions of this Article IV and paragraph 6 of the Securities, a Holder of a Security may convert the principal amount thereof of such Security (or any portion thereof that is an equal to $1,000 or any integral multiple of $1,0001,000 in excess thereof) into fully paid and nonassessable shares of Common Stock of the Company at any time prior to the close of business (New York time) on the maturity date of the Security Final Maturity Date, at the Conversion Price then in effect, except that, . (b) If a Security is submitted or presented for purchase pursuant to a Change of Control Purchase Notice in accordance with respect to any Security called for redemptionArticle III, such conversion right shall terminate at the close of business (New York time) on the Business Day immediately preceding the redemption Change in Control Purchase Date for such Security or such earlier date as the Holder presents such Security for purchase (unless the Company shall default in making Holder withdraws its election pursuant to Section 4.01(e)). (c) If IAC elects Share Settlement the redemption payment when it becomes due, in which case the conversion price shall terminate on the date such default is cured). A Security in respect of which a holder has delivered an “Option of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require the Company to purchase such Security may be converted only if the notice of exercise is withdrawn as provided in accordance with Section 3.08 hereof. The number of shares of Common Stock issuable upon conversion of a Security is shall be determined by dividing the aggregate principal amount of the Security converted or portion thereof surrendered for conversion by the conversion price Conversion Price in effect on the Conversion Date (the “Conversion Price”)Date. The initial Conversion Price is stated set forth in paragraph 10 6 of the Securities and is subject to adjustment as provided in this Article V. IV. (d) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of it. a Security. (e) A holder Security in respect of which a Holder has delivered a Change in Control Purchase Notice pursuant to Section 3.02(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only (1) if such Change in Control Purchase Notice is withdrawn by a written notice of withdrawal delivered to the Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Purchase Date in accordance with Section 3.03 or (2) pursuant to the deemed withdrawal of such notice under Section 3.02(c). (f) A Holder of Securities is not entitled to any rights of a holder of Common Stock until such holder of Securities Holder has converted such its Securities into to Common Stock, and only to the extent that such Securities are deemed to have been converted into Common Stock under pursuant to this Article V.IV.

Conversion Privilege. A holder (a) Subject to the further provisions of this Article 4 and paragraph 6 of the Securities, a Holder of a Security may convert the principal amount thereof of such Security (or any portion thereof that is an equal to $1,000 or any integral multiple of $1,0001,000 in excess thereof) into fully paid and nonassessable shares of Common Stock of the Company at any time prior to the close of business (New York time) on the maturity date of the Security Final Maturity Date, at the Conversion Price then in effect, except that, with respect to any Security called for redemption, such conversion right shall terminate at the close of business (New York time) on the Business Day immediately preceding the redemption date (unless the Company shall default in making the redemption payment when it becomes due, in which case the conversion price shall terminate on the date such default is cured). A Security in respect of which a holder has delivered an “Option of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require the Company to purchase such Security may be converted only if the notice of exercise is withdrawn as provided in accordance with Section 3.08 hereof. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the conversion price in effect on the Conversion Date (the “Conversion Price”). The initial Conversion Price is stated set forth in paragraph 10 6 of the Securities and is subject to adjustment as provided in this Article V. 4. (b) If a Security is submitted or presented for purchase pursuant to a Change of Control Purchase Notice in accordance with Article 3, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Change of Control Payment Date for such Security or such earlier date as the Holder presents such Security for purchase (unless the Holder withdraws its election pursuant to Section 4.1(e)). (c) If the Company elects Share Settlement the number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the aggregate principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. (d) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of it. a Security. (e) A holder Security in respect of which a Holder has elected to have its Securities repurchased pursuant to Section 3.2(a) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such election is withdrawn by a written notice of withdrawal delivered to the Paying Agent prior to the close of business on the Business Day immediately preceding the Change of Control Payment Date. (f) A Holder of Securities is not entitled to any rights of a holder of Common Stock until such holder of Securities Holder has converted such its Securities into to Common Stock, and only to the extent that such Securities are deemed to have been converted into Common Stock under pursuant to this Article V.4.

Conversion Privilege. A holder Subject to the further provisions of this Section 4.01, a Holder of a Security may convert the principal amount thereof of such Security (or any portion thereof that is an equal to $1,000 or any integral multiple of $1,0001,000 in excess thereof) into fully paid and nonassessable shares of Common Stock of the Company at any time prior to the close of business (New York time) on the maturity date of the Security Final Maturity Date, at the Conversion Price then in effect; provided, except however, that, with respect to any -------- ------- if such Security is called for redemptionredemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business (New York time) on the Business Day immediately preceding the Redemption Date or Change in Control Purchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption date or for purchase (unless the Company shall default Default in making the redemption payment or Change in Control Purchase Price payment when it becomes due, in which case the conversion price right shall terminate at the close of business on the date such default Default is cured). A Security in respect of which a holder has delivered an “Option of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such holder to require the Company to purchase cured and such Security is redeemed or purchased, as the case may be converted only if the notice of exercise is withdrawn as provided in accordance with Section 3.08 hereofbe). The number of shares of Common Stock issuable upon conversion of a Security is shall be determined by dividing the principal amount of the Security converted or portion thereof surrendered for conversion by the conversion price Conversion Price in effect on the Conversion Date (the “Conversion Price”)Date. The initial Conversion Price is stated set forth in paragraph 10 8 of the Securities and is subject to adjustment as provided in this Article V. 4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of ita Security. A Security in respect of which a Holder has delivered a Change in Control Purchase Notice pursuant to Section 3.09(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Purchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Purchase Date in accordance with Section 3.10. A holder Holder of Securities is not entitled to any rights of a holder of Common Stock until such holder of Securities Holder has converted such its Securities into to Common Stock, and only to the extent that such Securities are deemed to have been converted into Common Stock under pursuant to this Article V.4.