Common use of Conversion Privilege Clause in Contracts

Conversion Privilege. 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 of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to the close of business on the Final Maturity Date, at the Conversion Price then in effect; provided, however, that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or 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 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 redeemed or purchased, as the case may be). The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article 4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a 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to require the Company to purchase such Security may be converted only if such Change in Control Purchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control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 of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4.

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article 4 and paragraph 8 IV, at the option of the SecuritiesHolder, a Holder any Security or any portion of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any which is an integral multiple of $1,000 in excess may be converted at the principal amount thereof) , or of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stock at any time prior to the close of business on the Final Maturity DateStock, at the Conversion Price then Price, determined as hereinafter provided, in effecteffect at the time of conversion; provided, however, that, that if such Security is called for redemption pursuant to Article III or submitted or presented for purchase repurchase pursuant to Article 3XII, such conversion right shall terminate at the close of business on the second Business Day immediately preceding the Redemption Date or Change in Control Purchase Repurchase 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 Redemption Price or Change in Control Purchase Repurchase Price 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 redeemed or purchased, as the case may be). If such Security 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 such Security may convert such Security pursuant to this Section 4.1. The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article 4IV. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. . A Security in respect of which a Holder has delivered a Change in Control Purchase Repurchase Notice pursuant to Section 3.8(c12.1(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Purchase 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 Purchase Repurchase Date in accordance with Section 3.912.2. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4IV.

Conversion Privilege. Subject to the further provisions of this Article 4 and paragraph 8 of the Securities, a Holder A holder of a Security may convert the principal amount of such Security thereof (or any portion thereof equal to $1,000 or any that is an integral multiple of $1,000 in excess thereof1,000) 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 Final Maturity Date, maturity date of the Security at the Conversion Price then in effect; provided, however, except that, if such with respect to any Security is called for redemption or submitted or presented for purchase pursuant to Article 3redemption, 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 redemption 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 right price shall terminate at the close of business on the date such default is cured and 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 redeemed or purchased, withdrawn as the case may be)provided in accordance with Section 3.08 hereof. The number of shares of Common Stock issuable upon conversion of a Security shall be is determined by dividing the principal amount of the Security or portion thereof surrendered for conversion converted by the Conversion Price conversion price in effect on the Conversion DateDate (the “Conversion Price”). The initial Conversion Price is set forth stated in paragraph 8 10 of the Securities and is subject to adjustment as provided in this Article 4. V. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a 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 3.9it. A Holder holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder holder of Securities has converted its such Securities to into Common Stock, and only to the extent that such Securities are deemed to have been converted into Common Stock pursuant to under this Article 4.V.

Conversion Privilege. Subject to the further provisions of this Article 4 and paragraph 8 of the Securities, a A Holder of a Security Note may convert the principal amount such Note into fully paid and nonassessable Shares of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to the close of business on the Final Maturity Date, last Business Day prior to maturity at the Conversion Price (as defined below) then in effect; provided, however, except that, if such Security is with respect to any Note called for redemption pursuant to Section 3.07 or submitted or presented for purchase pursuant to Article 3Section 6.09, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date redemption date or Change in Control Purchase Payment Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase be (unless the Company shall default Default in making the redemption payment or Change in Control Purchase Price payment Payment, as the case may be, when it becomes due, in which case the conversion right shall terminate at the close of business on the date such default Default is cured and such Security Note is redeemed or purchased, as the case may be). The number of shares Shares of Common Stock issuable upon conversion of a Security shall Note will be determined by the Company by dividing the principal amount of the Security or portion thereof surrendered for conversion such Note by the Conversion Price conversion price in effect on the Conversion DateDate (the “Conversion Price”). The Trustee shall have no obligation to calculate the Conversion Price nor shall it have any obligation to verify or certify the Company’s calculation of the Conversion Price and shall have no liability relating thereto. The initial Conversion Price is set forth in paragraph 8 of the Securities $[3.30] per share and is subject to adjustment as provided for in this Article 4. A Holder may convert a portion of a Note equal to any integral multiple of $1,000. Provisions of this Indenture that apply to conversion of all of a Security Note also apply to conversion of a portion of a Security. it. A Security Note in respect of which a Holder has delivered a Change in Control Purchase Payment Notice pursuant to Section 3.8(c) 6.09 exercising the option of such Holder to require the Company to purchase such Security Note may be converted only if such Change in Control Purchase Payment 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 Payment Date in accordance with Section 3.96.09. A Holder of Securities Notes is not entitled to any rights of a holder Holder of Shares of Common Stock until such Holder has converted its Securities to Common Stockuntil, and only to the extent that, such Securities are deemed Holder has effectively converted its Notes to have been converted into Shares of Common Stock pursuant to this Article 4.

Conversion Privilege. (a) Subject to the further provisions of this Article 4 and paragraph 8 9 of the Securities, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock (i) in any fiscal quarter prior to November 15, 2018 if the Closing Price of the Common Stock for at least 20 Trading Days during the period of 30 consecutive Trading Days ending on the first day of such fiscal quarter is more than 120% of the Conversion Price of Common Stock on the first day of such fiscal quarter or (ii) at any time prior to on or after November 15, 2018, at the Conversion Price then in effect, if, as of such Conversion Date, the Closing Price of the Common Stock on any Trading Day is more than 120% of the Conversion Price of Common Stock on such Trading Day, through the close of business on the Final Maturity DateDate (together with clause (i), at each a "Closing Price Condition"), subject to the Conversion Price then exceptions provided in effectSection 4.1(b); provided, however, that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or 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 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 redeemed or purchased, as the case may be). The number of shares of Common Stock issuable upon conversion of a Security shall be set forth in paragraph 9 of the Security, subject to adjustment as herein set forth. The initial Conversion Rate is 53.5260 shares of Common Stock per $1,000 principal amount of Securities. The Conversion Price at any particular time is determined by dividing the principal amount of the Security or portion thereof surrendered for conversion $1,000 by the then-applicable Conversion Price in effect on Rate (the "Conversion DatePrice"). The initial Conversion Price is set forth in paragraph 8 $18.6825 per share of the Securities and is subject to adjustment as provided in this Article 4Common Stock. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a 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 Security in respect of which a Holder has delivered a Put Right Purchase Notice pursuant to Section 3.11(a) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Put Right 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 Put Right Purchase Date in accordance with Section 3.11(e). A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4. (b) Even if the Closing Price Condition is not satisfied, (1) if after any five consecutive Trading Day period in which the average of the Trading Prices for the Securities for that five-Trading Day period was less than 98% of the average of the Conversion Values for the Securities during that period, a holder may surrender Securities for conversion at any time during the following five Business Days; provided, however, that no Securities may be converted based on the satisfaction of this condition during the five-year period immediately preceding the Final Maturity Date; (2) a Holder may surrender for conversion a Security which has been called for redemption pursuant to Section 3.1 at any time prior to the close of business on the Business Day prior to the redemption date; (3) a Holder may surrender for conversion their Securities during any period in which the Securities are rated at or below CCC+ by Standard & Poor's Rating Group or Caa1 by ▇▇▇▇▇'▇ Investors Service, Inc., or if the credit rating assigned to the Securities is suspended or withdrawn by both such rating agencies or, once rated, if the Securities are no longer rated by at least one of these rating agencies, although the Company is under no obligation to have the notes rated; (4) 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 shares of Common Stock at a price per share less than the Current Market Price per share (as defined in Section 4.6(d)), or (B) a dividend or distribution of cash, debt securities (or other evidences of indebtedness), or other assets (excluding dividends or distributions for which Conversion Rate adjustment is required to be made under Section 4.6(a) or 4.6(b) of the Indenture) where the fair market value of such dividend or distribution per share of Common Stock, as determined in the Indenture, together with all other such dividends and distributions within the preceding twelve months, exceeds 5% of the Current Market Price of the Common Stock as of the Trading Day immediately prior to the date of such 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 20 days prior to the ex-dividend time for such dividend or distribution and Securities may be surrendered for conversion at any time thereafter until 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; and (5) in the event that the Company is a party to a consolidation, merger, transfer or lease of all or substantially all of its assets or a merger which reclassifies or changes its Common Stock pursuant to which the Common Stock would be converted into cash, securities or other assets, the Securities may be surrendered for conversion at any time from or after the date which is 15 days prior to the anticipated effective time of the transaction as announced by the Company, which announcement must occur no later than 15 days prior to such anticipated effective time, until 15 days after the actual date of such transaction.

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article 4 and paragraph 8 of the Securities14, a each Holder of a Security may Note shall have the right, at such Holder’s option, to convert the principal amount of such Security (all or any portion thereof equal (if the portion to $be converted is US$1,000 principal amount or any an integral multiple of $1,000 in excess thereof) into Common Stock of such Note at any time prior to the close of business on the Final Maturity Date, at the Conversion Price then in effect; provided, however, that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business second Scheduled Trading Day immediately preceding the Redemption Date or Change in Control Purchase Maturity Date, as the case may bein each case, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase at an initial conversion rate of 216.9668 ADSs (unless the Company shall default in making the redemption payment or Change in Control Purchase Price 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 redeemed or purchased, as the case may be). The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article 4. Provisions 14, the “Conversion Rate”) per US$1,000 principal amount of this Indenture Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”); provided that apply to conversion of if the Company calls all of the Notes for redemption pursuant to Article 16, a Security also apply to conversion of a Holder may surrender all or any portion of a 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 its Notes for conversion at any time prior to the close of business on the second Business Day immediately preceding the Change Redemption Date, unless the Company defaults in Control Purchase Date the payment of the Tax Redemption Price, in accordance with Section 3.9. A which case a Holder of Securities Notes may convert its Notes until the Tax Redemption Price has been paid or duly provided for. (b) If the Company’s ADSs continue to be listed and quoted on any of the Nasdaq Global Select Market, the Nasdaq Global Market or the New York Stock Exchange (or any of their respective successors) and the Company’s Ordinary Shares have been accepted for listing on The Stock Exchange of Hong Kong, then, after the date of such acceptance for listing (the “New Listing Reference Date”), the Company may elect, in its sole discretion, to amend the Indenture no later than three calendar months after the New Listing Reference Date to provide the Holders the right to elect to receive Ordinary Shares in lieu of any ADSs deliverable upon conversion (provided that the number of Ordinary Shares the holder is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only receive will be equal to the extent number of ADSs deliverable upon conversion (without taking into account any fractional ADS) multiplied by the number of Ordinary Shares represented by one ADS immediately after the close of business on the relevant Conversion Date), including such Securities other provisions that the Company’s Board of Directors (or an authorized committee thereof) determines in good faith are deemed appropriate to have been converted into Common Stock pursuant give effect to this Article 4the election by the Holders described above. The Company will notify Holders and the Conversion Agent (if other than the Trustee) in writing as promptly as reasonably practicable following the date of such amendment. If the Company does not elect to make such amendment to the Indenture within three calendar months of the New Listing Reference Date, with respect to any conversion of the Notes following three calendar months of the New Listing Reference Date, the Company shall reimburse a Holder any fees it pays to the ADS Depositary in connection with the Holder’ election to withdraw the Ordinary Shares underlying the ADSs received by the Holder immediately following such conversion.

Conversion Privilege. Subject to the further provisions of this Article 4 and paragraph 8 of the Securities, a A Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into for Common Stock at any time prior to during the close period stated in paragraph 9 of business on the Final Maturity Date, at the Conversion Price then in effect; provided, however, that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or 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 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 redeemed or purchased, as the case may be)Securities. The number of shares of Common Stock issuable upon conversion of a Security per $1,000 of Principal Amount thereof (the "CONVERSION RATE") shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is that set forth in paragraph 8 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 411, 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 a 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 of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4.

Conversion Privilege. (a) Subject to the further provisions of this Article 4 IV and paragraph 8 6 of the Securities, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to the close of business on the Final Maturity Date, at the Conversion Price then in effect; provided, however, that, if such . (b) If a Security is called for redemption or submitted or presented for purchase pursuant to a Change of Control Purchase Notice in accordance with Article 3III, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or Change in Control Purchase Date, as the case may be, Date for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Holder withdraws its election pursuant to Section 4.01(e)). (c) If the Company shall default in making elects Share Settlement the redemption payment or Change in Control Purchase Price 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 redeemed or purchased, as the case may be). 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. The initial Conversion Price is set forth in paragraph 8 6 of the Securities and is subject to adjustment as provided in this Article 4. IV. (d) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. (e) A Security in respect of which a Holder has delivered a Change in Control Purchase Notice pursuant to Section 3.8(c3.02(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 a 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 3.9. 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 has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4IV.

Conversion Privilege. Subject to the further provisions of this Article 4 and paragraph 8 of the Securities, a A Holder of a Security Note may convert the principal amount it into fully paid and nonassessable shares of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Class A Subordinate Voting Stock at any time prior to the close of business on the Final Maturity Date, last Business Day prior to maturity at the Conversion Price (as defined below) then in effect; provided, however, except that, if such Security is with respect to any Note called for redemption or submitted or presented for purchase pursuant to Article 3Section 6.09, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date redemption date or Change in Control Purchase Payment Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase be (unless the Company shall default in making the redemption payment or Change in Control Purchase Price payment Payment, as the case may be, when it becomes due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security Note is redeemed or purchased, as the case may be). The number of shares of Common Class A Subordinate Voting Stock issuable upon conversion of a Security shall Note will be determined by the Company by dividing the principal amount of the Security or portion thereof surrendered for conversion such Note by the Conversion Price conversion price in effect on the Conversion DateDate (the "Conversion Price"). The initial Conversion Price is set forth stated in paragraph 8 of the Securities Notes and is subject to adjustment as provided for in this Article 4. A Holder may convert a portion of a Note equal to any integral multiple of $1,000. Provisions of this Indenture that apply to conversion of all of a Security Note also apply to conversion of a portion of a Security. it. A Security Note in respect of which a Holder has delivered a Change in Control Purchase Payment Notice pursuant to Section 3.8(c) 6.09 exercising the option of such Holder to require the Company to purchase such Security Note may be converted only if such Change in Control Purchase Payment 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 Payment Date in accordance with Section 3.96.09. A Holder of Securities Notes is not entitled to any rights of a holder of Common Class A Subordinate Voting Stock until such Holder has converted its Securities to Common Stockuntil, and only to the extent that, such Securities are deemed Holder has converted its Notes to have been converted into Common Class A Subordinate Voting Stock pursuant to this Article 4.

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article 4 and paragraph 8 of the Securities9, a on or after December 9, 2022, each Holder of a Security may Note shall have the right, at such Holder’s option, to convert the principal amount of such Security (all or any portion thereof equal (if the portion to be converted is $1,000 Principal Amount or any an integral multiple of $1,000 in excess thereof) into Common Stock of such Note at any time prior to the close of business on the Final Maturity Date, at the Conversion Price then in effect; provided, however, that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or 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 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 redeemed or purchased, as the case may be). The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article 4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a 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 Stated Maturity at an initial conversion rate of Securities is not entitled to any rights of a holder 212.3142 shares of Common Stock until (subject to adjustment as provided in this Article 9, the “Conversion Rate”) per $1,000 Principal Amount of Notes (subject to, and in accordance with, the settlement provisions of Section 9.02, the “Conversion Obligation”). (b) Subject to Section 9.03, for any Conversion Date that occurs prior to the Interest Make-Whole Date, the Company shall make a payment to the Holder of such Notes equal to the sum of the remaining scheduled payments of interest that would have been made on the Notes to be converted had such Notes remained outstanding from the Conversion Date through, and including the Interest Make-Whole Date (the “Conversion Interest Make-Whole Payment”). If a Conversion Date occurs after the close of business on a Regular Record Date but prior to the open of business on the Interest Payment Date corresponding to such Regular Record Date, the Conversion Interest Make-Whole Payment will not include the accrued interest to any converting Holder and instead the Company will pay the full amount of the relevant interest payment on such Interest Payment Date to the Holder of record on such Regular Record Date. In such case, the Conversion Interest Make-Whole Payment to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has converted its Securities not been provided for, through the Interest Make-Whole Date. The Company will have the option to pay any Conversion Interest Make-Whole Payment in cash and/or by delivering Freely Tradeable Common Stock. Subject to the limitations in Section 9.02(k) and Section 9.02(l), all Conversion Interest Make-Whole Payments shall be paid by delivering Freely Tradeable Common Stock, and only unless the Company delivers prior written notice to each Holder (with a copy to the extent Trustee) stating that the Company will pay all or a portion of any future Conversion Interest Make-Whole Payments in cash, and specifying the time periods during which such Securities are deemed to have election shall apply and the percentages of the Conversion Interest Make-Whole Payments that will be paid as cash and Freely Tradeable Common Stock, respectively. Such notice shall not be effective until the end of the 15th Trading Day after such notice has been converted into delivered. For all time periods, the number of shares of Freely Tradeable Common Stock pursuant a converting Holder will receive, if any, will be the number of shares equal to this Article 4the amount of the Conversion Interest Make-Whole Payment to be paid in Freely Tradeable Common Stock to such Holder, divided by the product of (x) 95% and (y) the simple average of the Daily VWAP of the Common Stock for the ten consecutive Trading Days ending on and including the Trading Day immediately preceding the Conversion Date.

Conversion Privilege. Subject to the further provisions of this Article 4 and paragraph 8 of the SecuritiesSection 4.1, a Holder of a Security may may, at the Holder's option, convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to the close of business on the Final Maturity Date, at the Conversion Price then in effect; providedPROVIDED, howeverHOWEVER, that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or 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 Default in making the redemption payment or Change in Control Purchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such default Default is cured and such Security is redeemed or purchased, as the case may be). The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article 4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a 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 of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4.

Conversion Privilege. (a) Subject to the further provisions of this Article 4 5 and paragraph 8 9 of the Securities, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Cash and Common Stock at any time prior to the close of business on the Final Maturity DateApril 15, 2011, at the Conversion Price then in effect, if, 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 the exceptions provided in Section 5.01(b); provided, however, that, that if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business second Trading Day immediately preceding the Redemption Fundamental Change Purchase 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 Fundamental Change in Control Purchase Price 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 redeemed or purchased, as the case may be). The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article 4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. A Security in respect of which a Holder has delivered a Fundamental Change in Control Purchase Notice pursuant to Section 3.8(c3.01(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Fundamental Change in Control Purchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business 5:00 p.m., New York City time, on the Business second Trading Day immediately preceding the Fundamental Change in Control Purchase Date in accordance with Section 3.93.02. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, Stock and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 45. (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. Subject to the further provisions of this Article 4 and paragraph 8 of the SecuritiesSection 4.1, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to the close of business on the Final Maturity Date, at the Conversion Price then in effect; provided, however, that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or Change in Control Purchase Date, as the case may be, redemption date 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 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 redeemed or purchased, as the case may beredeemed). The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article 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 a 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 of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4.

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article 4 and paragraph 8 of the Securities14, a each Holder of a Security may Note shall have the right, at such Holder’s option, to convert the principal amount of such Security (all or any portion thereof equal (if the portion to be converted is $1,000 principal amount or any an integral multiple of $1,000 in excess thereof) into Common Stock at any time of such Note prior to the close of business on the Final Maturity Date, at the Conversion Price then in effect; provided, however, that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business second Scheduled Trading Day immediately preceding the Redemption Date or Change in Control Purchase Maturity Date, as the case may bein each case, 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 due, in which case the at an initial conversion right shall terminate at the close rate of business on the date such default is cured and such Security is redeemed or purchased, as the case may be). The number of 27.1909 shares of Class A Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is (subject to adjustment as provided in this Article 4. Provisions 14, the “Conversion Rate”) per $1,000 principal amount of this Indenture that apply to conversion Notes (subject to, and in accordance with, the settlement provisions of all of a Security also apply to conversion of a portion of a SecuritySection 14.02, the “Conversion Obligation”). A Security in respect of which a Holder has delivered a Change in Control Purchase Notice pursuant to Section 3.8(c(b) 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 If, prior to the close of business on the Business Day immediately preceding May 1, 2033, the Change Company elects to: (i) distribute to all or substantially all holders of the Class A Common Stock any rights, options or warrants (other than in Control Purchase connection with a stockholder rights plan prior to the separation of such rights from the Class A Common Stock) entitling them, for a period of not more than 60 calendar days after the announcement date of such distribution, to subscribe for or purchase shares of the Class A Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Class A Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution; or (ii) distribute to all or substantially all holders of the Class A Common Stock the Company’s assets, securities or rights to purchase securities of the Company (other than in connection with a stockholder rights plan prior to separation of such rights from the Class A Common Stock), which distribution has a per share value, as reasonably determined by the Company in good faith, exceeding 10% of the Last Reported Sale Price of the Class A Common Stock on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing at least 30 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution (or, if later in accordance the case of any such separation of rights issued pursuant to a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); provided, however, that if the Company is then otherwise permitted to settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, has not irrevocably elected another Settlement Method for conversions of Notes), then the Company may instead elect to provide such notice at least five Scheduled Trading Days prior to such Ex-Dividend Date, in which case the Company shall be required to settle all conversions of Notes with Section 3.9. A a Conversion Date occurring during the period on or after the date the Company provides such notice and before such Ex-Dividend Date (or, if earlier, the date the Company announces that such issuance or distribution will not take place) by Physical Settlement, and the Company shall describe the same in such notice. (c) If (i) the Company elects to redeem fewer than all of the outstanding Notes for Optional Redemption pursuant to Article 16, and the Holder of Securities any Note (or any owner of a beneficial interest in any Global Note) is reasonably not able to determine, prior to the close of business on the 29th Scheduled Trading Day immediately before the relevant Redemption Date (or if, as permitted by Section 16.02(a), the Company delivers a Notice of Redemption electing Physical Settlement not less than 10 nor more than 50 Scheduled Trading Days prior to the related Redemption Date, then prior to close of business on the 9th Scheduled Trading Day immediately before the relevant Redemption Date), whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such Optional Redemption, and (ii) such Holder or owner, as applicable, converts such Note or beneficial interest, as applicable, during the Redemption Period, such conversion will be deemed to be of a Note called for Optional Redemption, and such Note or beneficial interest will be deemed called for Optional Redemption solely for the purposes of such conversion (“Deemed Redemption”). Accordingly, if the Company elects to redeem fewer than all of the outstanding Notes pursuant to Article 16, Holders of the Notes that are not Called Notes will not be entitled to any rights an increase in the Conversion Rate on account of a holder the Notice of Common Stock until such Holder has converted its Securities to Common StockRedemption during the related Redemption Period, and only to except as described in the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4immediately preceding sentence.

Conversion Privilege. Subject to the further provisions of this Article 4 and paragraph 8 of the Securities, a A Holder of a Security may --------------------- convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple into shares of $1,000 in excess thereof) into Common Stock at any time prior (subject to the close limitation described in Section 11.03(e)) during the period stated in paragraph 9 of business on the Final Maturity Date, at the Conversion Price then in effect; provided, however, that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or 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 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 redeemed or purchased, as the case may be)Securities. The number of shares of Common Stock issuable upon conversion of a Security per $1,000 of Principal Amount thereof (the "Conversion Rate") shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is that set forth in paragraph 8 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 4. 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 share of a Security. A Security Common Stock on the Trading Day immediately prior to the related Conversion Date multiplied by the Conversion Rate in respect of which a Holder has delivered a Change in Control Purchase Notice effect on such Trading Day. In the event the Company exercises its option pursuant to Section 3.8(c) exercising 15.01 to have interest in lieu of Original Issue Discount accrue on the option Security following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares of Common Stock such Holder to require would have received if the Company to purchase had not exercised such Security may be converted only if option. If the Company exercises such Change in Control Purchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to 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 Business Day immediately preceding 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 Change 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 Control Purchase Date in accordance with Section 3.9. A Holder lieu of Securities is not entitled to any rights of a holder delivering shares of Common Stock until such Holder has converted its Securities to Common Stock, and only upon the conversion of any Security pursuant to the extent 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 Securities are deemed to have been Security shall be converted into shares of Common Stock 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 4sentence shall -------- ------- not apply in the event that an Event of Default occurs after such cash is paid.

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article 4 and paragraph 8 of the Securities10, a Holder of a Security may shall have the right, at such Holder’s option, to convert all or any portion of such Holder’s Original Principal Amount (if the principal amount portion to be converted is $1,000 Original Principal Amount or an integral multiple thereof) of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to the close of business on the Final Maturity Date, at the Conversion Price then in effect; provided, however, that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or Change in Control Purchase DateStated Maturity into cash and shares of Common Stock, as the case may beif any, 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 due, in which case the conversion right shall terminate at the close of business Conversion Rate (the “Conversion Obligation”) in effect on the date of conversion only as follows: (i) during any fiscal quarter of the Company (a “Fiscal Quarter”) commencing after the fiscal quarter ending January 27, 2011 (and only during such default is cured and such Security is redeemed or purchasedFiscal Quarter), as if the case may be). The number Last Reported Sale Price of shares of the Common Stock issuable upon conversion for at least 20 Trading Days during the period of a Security shall be determined by dividing 30 consecutive Trading Days ending on the principal amount last Trading Day of the Security or portion thereof surrendered for conversion by immediately preceding Fiscal Quarter is more than 130% of the Conversion Price in effect on such last Trading Day; (ii) during the Conversion Date. The initial Conversion five Business Day period immediately following any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price is set forth in paragraph 8 per $1,000 Original Principal Amount of the Securities for each day of such Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and is subject the Conversion Rate on each such date. The Conversion Agent shall have no obligation to adjustment as provided in this Article 4. Provisions determine the Trading Price of this Indenture that apply the Securities unless the Company has requested such determination and the Company shall have no obligation to conversion of all of a Security also apply make such request unless requested to conversion of a portion of a Security. A Security in respect of which do so by a Holder has delivered of the Securities. Upon making any such request, any such requesting Holder shall provide reasonable evidence that (A) such requesting Holder is a Change in Control Purchase Notice pursuant to Section 3.8(c) exercising Holder of the option Securities as of the date of such Holder to require notice, and (B) the Trading Price per $1,000 Original Principal Amount of Securities would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. At such time, the Company shall instruct the Conversion Agent to purchase such Security may be converted only if such Change in Control Purchase Notice determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 Original Principal Amount of the Securities is withdrawn by a written notice greater than or equal to 98% of withdrawal delivered to a Paying Agent the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate; (iii) at any time prior to the close of business on the Business Day immediately preceding the Change Redemption Date, if the Company has called the Securities for redemption pursuant to Article 3 hereof, even if the Securities are not otherwise convertible at that time; (iv) any time on or after November 30, 2025 and prior to the close of business on the Stated Maturity; (v) as provided in Control Purchase Date clause (b) of this Section 10.01. The Company or, at its option, the Conversion Agent on behalf of the Company, shall determine on a daily basis during the time periods specified in Section 10.01(a)(1) or, following a request by a Holder of Securities in accordance with the procedures specified in Section 3.910.01(a)(2), whether the Securities shall be convertible as a result of the occurrence of an event specified in such Sections and, if the Securities shall be so convertible, the Company or the Conversion Agent, as applicable, shall promptly deliver to the Trustee and Conversion Agent or the Company, as applicable written notice thereof. A Whenever the Securities shall become convertible pursuant to this Section 10.01 (as determined in accordance with this Section 10.01), the Company or, at the Company’s request, the Trustee in the name and at the expense of the Company, shall promptly notify the Holders of the event triggering such convertibility in the manner provided in Section 13.02, and the Company shall also promptly disseminate a press release through Dow ▇▇▇▇▇ & Company, Inc. or Bloomberg Business News and publish such information on the Company’s Website or through another public medium the Company may use at that time. Any notice so given shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. (b) In the event that: (A) the Company distributes to all or substantially all holders of Common Stock rights or warrants entitling them to purchase, for a period expiring within 60 days after the date of such distribution, Common Stock at less than the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the announcement date for such distribution; or (B) the Company distributes to all or substantially all holders of Common Stock assets (including cash), debt securities or rights or warrants to purchase the Company’s securities, which distribution has a per share value as determined by the Board of Directors exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the announcement date of such distribution, then, in either case, the Securities may be surrendered for conversion at any time on and after the date that the Company gives notice to the Holders of such distribution, which shall be not less than 20 Business Days prior to the Ex-Dividend Date for such distribution, until the earlier of the close of business on the Business Day immediately preceding the Ex-Dividend Date or the date the Company announces that such distribution shall not take place, even if the Securities are not otherwise convertible at such time; provided that no Holder of a Security shall have the right to convert if the Holder may otherwise participate in such distribution without conversion; or (2) a Change of Control occurs pursuant to which the Common Stock is to be converted into cash, securities or other property, then the Securities may be surrendered for conversion at any time from and after the date which is not 15 days prior to the anticipated effective date of such transaction until and including the date which is 15 days after the actual effective date of such transaction (or, if such transaction also constitutes a Change of Control pursuant to which Holders have a right to require the Company to repurchase the Securities pursuant to Section 3.08, until the Business Day immediately preceding the applicable Fundamental Change Repurchase Date). The Company shall notify Holders at the time the Company publicly announces the Change of Control transaction giving rise to the above conversion right (but in no event less than 15 days prior to the anticipated effective date of such transaction). Except as provided in Section 10.01(d), if the Company engages in any reclassification of the Common Stock (other than a subdivision or combination of its outstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value) or is party to a consolidation, merger, binding share exchange or transfer of all or substantially all of its assets pursuant to which Holders of Common Stock would be entitled to any rights receive cash, securities or other property, then at the effective time of such transaction, to the extent that it constitutes a Change of Control, the Conversion Obligation and the Conversion Settlement Distribution shall be based on the applicable Conversion Rate and the kind and amount of cash, securities or other property that a holder of one share of the Common Stock until would have received in such transaction as determined pursuant to Section 10.05(b) (such property, collectively, the “Exchange Property”). In addition, if a Holder converts Securities following the effective time of any such transaction, any amounts of the Conversion Settlement Distribution to be settled in shares of Common Stock shall be paid in such Exchange Property rather than shares of Common Stock. Upon a Change of Control, (A) a Holder may also require the Company to repurchase all or a portion of its Securities pursuant to Section 3.08 or (B) if such Holder has converted elects, instead, to convert all or a portion of its Securities Securities, such Holder may receive Additional Shares upon conversion pursuant to Section 10.01(c) or Public Acquirer Common StockStock pursuant to Section 10.01(d), in each case, subject to the terms and conditions set forth in each such Section. (c) If and only to the extent such a Holder timely elects to convert Securities are deemed during the period specified in Section 10.01(b)(2) above on or prior to have been converted into November 30, 2014, and 10% or more of the consideration for the Common Stock in such Change of Control transaction consists of consideration other than common stock traded or scheduled to be traded immediately following such transaction on a U.S. national securities exchange or The Nasdaq Global Select Market, the Conversion Rate shall be increased by an additional number of shares of Common Stock (the “Additional Shares”) as described below; provided that if the Stock Price paid in connection with such transaction is greater than $42.00 or less than $15.08 (subject in each case to adjustment as described below), no Additional Shares shall be added to the Conversion Rate. Notwithstanding this Section 10.01(c), if the Company elects to adjust the Conversion Rate pursuant to Section 10.01(d), the provisions of Section 10.01(d) shall apply in lieu of the provisions of this Section 10.01(c). The Company shall notify Holders, at least 15 days prior to the anticipated effective date of such transaction causing any increase of the Conversion Rate pursuant to this Article 4Section 10.01(c), whether the Company elects to increase the Conversion Rate as described above or to adjust the Conversion Rate pursuant to Section 10.01(d). The number of Additional Shares to be added to the Conversion Rate as described in the immediately preceding paragraph shall be determined by reference to the table attached as Schedule I hereto, based on the effective date of such Change of Control transaction and the Stock Price paid in connection with such transaction; provided that if the Stock Price is between two Stock Price amounts in the table or such effective date is between two effective dates in the table, the number of Additional Shares shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year. The “effective date” with respect to a Change of Control transaction means the date that a Change of Control becomes effective. With respect to any Securities tendered for conversion to which Additional Shares apply, any shares of Common Stock to be delivered upon conversion of such Securities pursuant to Section 10.02 shall be delivered to Holders who elect to convert their Securities on the later of (1) the fifth Business Day following the effective date and (2) the third Business Day following the final day of the Cash Settlement Averaging Period. The Stock Prices set forth in the first row of the table in Schedule I hereto shall be adjusted as of any date on which the Conversion Rate of the Securities is adjusted pursuant to Section 10.04. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares shall be adjusted in the same manner as the Conversion Rate as set forth in Section 10.04. Notwithstanding the foregoing, in no event shall the total number of shares of Common Stock issuable upon conversion of the Securities exceed 76.8571 per $1,000 Original Principal Amount of Securities, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 10.04. (d) Notwithstanding the provisions of Section 10.01(c), in the case of a Change of Control that would lead to the issuance of Additional Shares as set forth in clause (c) above that is also a Public Acquirer Change of Control, the Company may, at its option and in lieu of increasing the Conversion Rate by Additional Shares as described in Section 10.01(c), elect to adjust the Conversion Rate and the related Conversion Obligation such that from and after the effective date of such Public Acquirer Change of Control, Holders of Securities shall be entitled to convert their Securities (subject to the satisfaction of the conditions to conversion set forth in Sections 10.01(a) and 10.03) into Public Acquirer Common Stock. The Conversion Rate following the effective date of such transaction will be a number of shares of Public Acquirer Common Stock equal to the product obtained by multiplying the Conversion Rate in effect immediately before the Public Acquirer Change of Control and the average of the quotients obtained by dividing: (i) the Acquisition Value of the Company’s Common Stock by (ii) the Last Reported Sale Price of the Public Acquirer Common Stock for each such Trading Day in the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the effective date of such Public Acquirer Change of Control (the “Valuation Period”).

Conversion Privilege. Subject The Conversion Privilege provided for in this Note shall be exercisable by the Holder by written notice to the further provisions Company or its successor and the surrender of this Article 4 Note in exchange for the number of shares (or other securities and paragraph 8 property, including cash, in the event of an adjustment of the Securities, a Holder Conversion Price) into which this Note is convertible based upon the Conversion Price. The Holder's conversion right may be exercised at any time and from time to time but prior to payment in full of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to the close of business accrued interest on the Final Maturity Date, at the this Note. Conversion Price then in effect; provided, however, that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate rights will expire at the close of business on the Business Day immediately preceding prior to the Redemption Maturity Date or Change in Control Purchase Date, as the case may be, for such Security or such earlier redemption 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 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 redeemed or purchased, as the case may be)this Note. The number Holder may exercise the right to convert all or any portion of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount and accrued Interest on this Note by delivery of (i) this Note and (ii) a completed Conversion Notice in the Security or portion thereof surrendered for form attached as Exhibit C on a Business Day to the Company's principal executive offices. Such conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject shall be deemed to adjustment as provided in this Article 4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a 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 have been made immediately prior to the close of business on the Business Day immediately preceding of such delivery a conversion notice (the Change in Control Purchase Date in accordance with Section 3.9. A "Conversion Date"), and the Holder shall be treated for all purposes as the record holder of Securities is not entitled to any rights of a holder the shares of Common Stock until into which this Note is converted as of such Holder has converted date. Upon conversion of the entire principal amount and accrued Interest of this Note and the delivery of shares of Common Stock upon conversion of this Note, except as otherwise provided in Paragraph 20, "Representations and Warranties to Survive Closing," the Company shall be forever released from all of its Securities obligations and liabilities under this Note. Corporate Status of Common Stock to be Issued. All Common StockStock (or other securities in the event of an adjustment of the Conversion Price) which may be issued upon the conversion of this Note shall, upon issuance, be fully paid and only nonassessable. Issuance of Certificate. Upon the conversion of this Note, the Company shall, within five (5) Business Days of such conversion, issue to the extent such Securities are deemed to have been converted into Holder a certificate or certificates representing the number of shares of the Common Stock pursuant (or other securities in the event of an adjustment of the Conversion Price) to this Article 4which the conversion relates.

Conversion Privilege. (a) Subject to the further provisions of this Article 4 IV and paragraph 8 6 of the Securities, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to the close of business on the Final Maturity Date, at the Conversion Price then in effect; provided, however, that, if such . (b) If a Security is called for redemption or submitted or presented for purchase pursuant to a Change of Control Purchase Notice in accordance with Article 3III, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or Change in Control Purchase Date, as the case may be, Date 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 Holder withdraws its election pursuant to Section 4.01(e)). (c) If IAC elects Share Settlement the redemption payment or Change in Control Purchase Price 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 redeemed or purchased, as the case may be). 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. The initial Conversion Price is set forth in paragraph 8 6 of the Securities and is subject to adjustment as provided in this Article 4. IV. (d) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. (e) A Security in respect of which a Holder has delivered a Change in Control Purchase Notice pursuant to Section 3.8(c3.02(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 a 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 3.9. 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 has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4IV.

Conversion Privilege. Subject to the further provisions of this Article 4 and paragraph 8 of the Securities5, a Holder of a Security may may, at the Holder's option, convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to the close of business on the Final Maturity DateBusiness Day immediately proceeding November 15, at 2007, the Conversion Price then in effect; provided, however, that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 34, such conversion right shall terminate at the close of business 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 or for purchase (unless the Company shall default in making the redemption payment or Change in Control Purchase Price 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 redeemed or purchased, as the case may be). The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article 45. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. A Security in respect of which a Holder has delivered a Change in Control Purchase Notice pursuant to Section 3.8(c4.07(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 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 has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4.

Conversion Privilege. Subject At any time after 90 days following the latest date of original issuance of the Securities and prior to the further provisions close of this Article 4 and paragraph 8 of the Securitiesbusiness on February 1, 2007, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to the close of business on the Final Maturity DateStock, at the Conversion Price conversion price then in effect, together with those rights specified in Section 4.15 hereof; provided, however, provided that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business Day immediately preceding third business day before the Redemption Date or Change in Control Purchase Date, as the case may be, redemption date 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 then 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 redeemed or purchased, as the case may beredeemed). The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price conversion price in effect on the Conversion Dateconversion date. The initial Conversion Price conversion price is set forth in paragraph 8 9 of the Securities and is subject to adjustment as provided in this Article 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 a Security. A Security in respect of which a Holder has delivered a Change in Control Purchase Repurchase Notice pursuant to Section 3.8(c3.12(b) exercising the option of such Holder to require the Company to purchase repurchase such Security may be converted only if such Change in Control Purchase Repurchase Notice is withdrawn by a written notice of withdrawal delivered to a the Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Purchase Repurchase Date in accordance with Section 3.93.13. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its his Securities to into Common StockStock and, and upon such conversion, only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4.

Conversion Privilege. Subject to the further provisions of this Article 4 and paragraph 8 of the Securities, a A Holder of a Security may convert the principal amount of -------------------- such Security (or any portion thereof equal to $1,000 or any integral multiple into shares of $1,000 in excess thereof) into Common Stock at any time prior (subject to the close limitation described in Section 3.03(e)) during the period stated in paragraph 8 of business on the Final Maturity Date, at the Conversion Price then in effect; provided, however, that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or 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 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 redeemed or purchased, as the case may be)Securities. The number of shares of Common Stock issuable upon conversion of a Security per $1,000 of Principal Amount thereof (the "Conversion Rate") shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is --------------- that set forth in paragraph 8 of 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 4. 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 X, whether or not the Company has delivered a notice pursuant to Section 10.02 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 10.02 for each per $1,000 Principal Amount of a Security also apply 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 Common Stock upon the conversion of a portion any Security pursuant to the terms of a Security. A Security this Article X (other than cash in respect lieu of which a Holder has delivered a Change in Control Purchase Notice fractional shares pursuant to Section 3.8(c10.03) exercising (i) if there has occurred (prior to, on or after, as the option of such Holder to require case may be, the Conversion Date or the date on which the Company to purchase delivers its notice of whether such Security may shall 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 into shares of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock or cash pursuant to Section 10.02) and is continuing an Event of Default (other than a default in such payment on such Securities), provided, however, that this Article 4sentence shall -------- ------- not apply in the event that an Event of Default occurs after such cash is paid.

Conversion Privilege. Subject to the further provisions of this Article 4 and paragraph 8 of the Securities, a A Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to the close of business on the Final Maturity Datematurity, at the Conversion Price conversion price then in effect; provided, however, provided that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the fifth Business Day immediately preceding the Redemption Date or Change in Control Purchase Date, as the case may be, redemption date 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 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 redeemed or purchasedredeemed); provided, as further, that, if the Holder of a Security presents such --------- -------- Security for redemption prior to the close of business on the fifth Business Day immediately preceding the redemption date for such Security, the right of conversion shall terminate upon presentation of the Security to the Trustee (unless the Company shall default in making the redemption payment when due, in which case may bethe conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed). The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Dateconversion date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article 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 a Security. A Security in respect of which a Holder has delivered a Change in Control Purchase Notice pursuant to Section 3.8(c3.7(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 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 3.93.8. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its his Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into to Common Stock pursuant to this Article 4.

Conversion Privilege. Subject to the further provisions of this Article 4 and paragraph 8 7 of the Securities, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to the close of business on the Business Day immediately prior to the Final Maturity Date, at 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 Conversion Price then in effect; provided, however, that, option of such Holder to require the Issuer to purchase such Security may be converted only if such Security Change of Control Purchase Notice is called for redemption or submitted or presented for purchase pursuant withdrawn by a written notice of withdrawal complying in all respects with each of the provisions of this Indenture relating to Article 3, such conversion right shall terminate at notice and delivered to the Paying Agent prior to the close of business on the Business Day immediately preceding prior to the Redemption Date or Change in of 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 Date (unless the Company Issuer shall default in making the redemption payment or Change in of Control Purchase Price 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 redeemed or purchased, as the case may be). The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date, as adjusted pursuant hereto. The initial Conversion Price is set forth in paragraph 8 7 of the Securities and is subject to adjustment as provided in this Article 4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a 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 of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4.

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article 4 and paragraph 8 of the Securities13, a each Holder of a Security may Note shall have the right, at such Holder’s option, to convert the principal amount of such Security (all or any portion thereof equal (if the portion to be converted is $1,000 principal amount or any an integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to the close of business on the Final Maturity Date, at the Conversion Price then in effect; provided, however, that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or 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 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 redeemed or purchased, as the case may be). The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article 4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a 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 Note prior to the close of business on the Business Day immediately preceding the Change in Control Purchase Maturity Date in accordance with Section 3.9. A Holder at an initial conversion rate of Securities is not entitled to any rights of a holder 58.4454 shares of Common Stock until (subject to adjustment as provided in this Article 13, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 13.02, the “Conversion Obligation”). (b) For any Conversion Date that occurs on or after the date that is one year after the last date of original issuance of the Notes, if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during a period of 30 consecutive Trading Days ending within the five Trading Days immediately preceding such Conversion Date is greater than or equal to the Conversion Price on each applicable Trading Day, the Company shall, in addition to the other consideration payable or deliverable in connection with any conversion of Notes, make an interest make-whole payment to such converting Holder equal to the sum of the remaining scheduled payments of interest that would have been made on the Notes to be converted had such Notes remained outstanding from the Conversion Date through February 1, 2019 (an “Interest Make-Whole Payment”). Holders who convert their Notes on or after February 1, 2019 will not receive any Interest Make-Whole Payment with respect to such Notes. If a Conversion Date occurs after the close of business on a Regular Record Date but prior to the open of business on the Interest Payment Date corresponding to such Regular Record Date, the Company will not pay accrued interest to any converting Holder and will instead pay the full amount of the relevant interest payment on such Interest Payment Date to the Holder of record on such Regular Record Date. In such case, the Interest Make-Whole Payment to such converting Holder will equal all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through February 1, 2019. The Company shall pay any Interest Make-Whole Payment by delivering shares of Common Stock and the number of shares of Common Stock a converting Holder will receive shall be the number of shares that have a value equal to (x) the amount of the Interest Make-Whole Payment to be paid to such Holder has converted its Securities to in shares of Common Stock, divided by (y) the product of (1) the simple average of the Daily VWAP for the 10 Trading Days ending on and only including the Trading Day immediately preceding the Conversion Date, multiplied by (2) 95%. The Company shall notify each converting Holder, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such Interest Make-Whole Payment no later than the close of business on the Trading Day immediately following the relevant Conversion Date. The Company shall pay the Interest Make-Whole Payment, if applicable, to the extent converting Holder on the same date it pays or delivers, as the case may be, the consideration due in respect of the Conversion Obligation to such Securities are deemed to have been converted into Holder. Notwithstanding the foregoing, the number of shares of Common Stock the Company may deliver in connection with a conversion of the Notes, including those delivered in connection with an Interest Make-Whole Payment, shall not exceed 67.4308 shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment at the same time and in the same manner as the Conversion Rate as set forth under Section 13.04. The Company shall not be required to make any cash payments in lieu of any fractional share or have any further obligation to deliver any shares of Common Stock or pay any cash in excess of the threshold described in the preceding sentence. In addition, if in connection with any conversion the Conversion Rate is adjusted pursuant to this Article 4Section 13.03, then such Holder will not receive the Interest Make-Whole Payment with respect to such Note. None of the Trustee, Paying Agent or Conversion Agent shall be responsible for determining or calculating the Interest Make-Whole Payment or the Daily VWAP.

Conversion Privilege. Subject to the further provisions of this Article 4 and paragraph 8 of the SecuritiesSection 4.1, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to the close of business on the Final Maturity Datematurity, at the Conversion Price then in effect; provided, however, that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or Change in Control Purchase Date, as the case may be, redemption date 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 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 redeemed or purchasedredeemed); provided, as further, that, if the Holder of a Security presents such Security for redemption prior to the close of business on the redemption date for such Security, the right of conversion shall terminate upon presentation of the Security to the Trustee (unless the Company shall default in making the redemption payment when due, in which case may bethe conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed). The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article 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 a 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 of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its his or her Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4.

Conversion Privilege. (a) Subject to the further conditions described below and prior repurchase or redemption, and upon compliance with the provisions of this Article 4 and paragraph 8 of the Securities15, a Holder of a Security may Noteholder shall have the right, at such holder's option, to convert the principal amount of such Security (all or any portion thereof equal (if the portion to $be converted is US$1,000 principal amount or any an integral multiple of $1,000 in excess thereof) into Common Stock of such Note at any time prior to the close of business on the Final Maturity Date, at the Conversion Price then in effect; provided, however, that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or 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 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 redeemed or purchased, as the case may be). The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article 4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a 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 Maturity Date at a rate (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 be convertible at any time prior to the close of business on the Business Day prior to the Redemption Date, even if the Notes are not otherwise convertible at such time, if such Notes have been called for redemption pursuant to Article 3 hereof. 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 additional number of ADSs (the "ADDITIONAL ADSS") as described below. Settlement of Notes tendered for conversion to which Additional ADSs shall be added to the Conversion Rate as provided in 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 accordance with Section 3.9the 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). A Holder of Securities is not entitled to any rights On or before the 15th day after the occurrence of a holder 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 Common Stock until such Holder has converted its Securities to Common StockNotes at their addresses shown in the Note Register, and only 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 extent 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 Securities are deemed 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 have been converted into Common Stock pursuant adjustment in the same manner as set forth in Section 15.04), no Additional ADSs will be added to this Article 4the 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 Additional ADSs within the table shall be adjusted in the same manner as the Conversion Rate as set forth in Section 15.04 (other than by operation of an adjustment to the Conversion Rate by adding Additional ADSs).

Conversion Privilege. Subject to the further provisions of this Article 4 and paragraph 8 of the SecuritiesSection 4.1, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to the close of business on the Final Maturity Date, at the Conversion Price then in effect; provided, however, that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the second Business Day immediately preceding the Redemption Date 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 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 redeemed or purchased, as the case may be). If such Security 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 such Security may convert such Security pursuant to this Section 4. 1. The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article 4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a 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 of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4.

Conversion Privilege. Subject At any time after 90 days following the latest date of original issuance of the Securities and prior to the further provisions close of this Article 4 and paragraph 8 of business on the SecuritiesBusiness Day immediately preceding November 1, 2007, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to (the close shares of business on Common Stock issuable upon such conversion, the Final Maturity Date"Conversion Shares"), at the Conversion Price then in effect, together with those rights, warrants or options specified in the first sentence of Section 4.6(f) hereof, to the extent applicable; provided, however, provided that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business Day immediately preceding before the Redemption Date or Change in Control Purchase Date, as the case may be, redemption date 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 then 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 redeemed or purchased, as the case may beredeemed). The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Dateconversion date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article 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 a Security. A Security in respect of which a Holder has delivered a Change in Control Purchase Repurchase Notice pursuant to Section 3.8(c3.10(b) exercising the option of such Holder to require the Company to purchase repurchase such Security may be converted only if such Change in Control Purchase Repurchase Notice is withdrawn by a written notice of withdrawal delivered to a the Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Purchase Repurchase Date in accordance with Section 3.93.11. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its his Securities to into Common StockStock and, and upon such conversion, only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4.

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article 4 and paragraph 8 of the Securities14, a each Holder of a Security may Note shall have the right, at such Holder’s option, to convert the principal amount of such Security (all or any portion thereof equal (if the portion to $be converted is US$1,000 principal amount or any an integral multiple of $1,000 in excess thereof) into Common Stock of such Note at any time prior to the close of business on the Final Maturity Date, at the Conversion Price then in effect; provided, however, that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business second Scheduled Trading Day immediately preceding the Redemption Date or Change in Control Purchase Maturity Date, as the case may bein each case, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase at an initial conversion rate of 216.9668 ADSs (unless the Company shall default in making the redemption payment or Change in Control Purchase Price 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 redeemed or purchased, as the case may be). The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article 4. Provisions 14, the “Conversion Rate”) per US$1,000 principal amount of this Indenture Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”); provided that apply to conversion of if the Company calls all of the Notes for redemption pursuant to Article 16, a Security also apply to conversion of a Holder may surrender all or any portion of a 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 its Notes for conversion at any time prior to the close of business on the second Business Day immediately preceding the Change Redemption Date, unless the Company defaults in Control Purchase Date the payment of the Tax Redemption Price, in accordance with Section 3.9. A which case a Holder of Securities Notes may convert its Notes until the Tax Redemption Price has been paid or duly provided for. (b) If the Company’s ADSs continue to be listed and quoted on any of the Nasdaq Global Select Market, the Nasdaq Global Market or the New York Stock Exchange (or any of their respective successors) and the Company’s Ordinary Shares have been accepted for listing on ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇, then, after the date of such acceptance for listing (the “New Listing Reference Date”), the Company may elect, in its sole discretion, to amend the Indenture no later than three calendar months after the New Listing Reference Date to provide the Holders the right to elect to receive Ordinary Shares in lieu of any ADSs deliverable upon conversion (provided that the number of Ordinary Shares the holder is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only receive will be equal to the extent number of ADSs deliverable upon conversion (without taking into account any fractional ADS) multiplied by the number of Ordinary Shares represented by one ADS immediately after the close of business on the relevant Conversion Date), including such Securities other provisions that the Company’s Board of Directors (or an authorized committee thereof) determines in good faith are deemed appropriate to have been converted into Common Stock pursuant give effect to this Article 4the election by the Holders described above. The Company will notify Holders and the Conversion Agent (if other than the Trustee) in writing as promptly as reasonably practicable following the date of such amendment. If the Company does not elect to make such amendment to the Indenture within three calendar months of the New Listing Reference Date, with respect to any conversion of the Notes following three calendar months of the New Listing Reference Date, the Company shall reimburse a Holder any fees it pays to the ADS Depositary in connection with the Holder’ election to withdraw the Ordinary Shares underlying the ADSs received by the Holder immediately following such conversion.

Conversion Privilege. Subject to the further provisions of this Article 4 and paragraph 8 9 of the Securities, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to the close of business on the Final Maturity Date, at the Conversion Price then in effect; providedPROVIDED, howeverHOWEVER, that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or 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 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 redeemed or purchased, as the case may be). The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 9 of the Securities and is subject to adjustment as provided in this Article 4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. . A Security in respect of which a Holder has delivered a Change in Control Purchase Notice pursuant to Section 3.8(c) 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 has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4.

Conversion Privilege. Subject to the further provisions of this Article 4 and paragraph 8 of the SecuritiesSection 3.01, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to after the close of business on the Final Maturity Date, at the Conversion Price then in effect; provided, however, that, date hereof (but if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3Nine, such conversion right shall terminate at then only to and including but not after the close of business on the fifth 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 provided that no default by the Company in the payment of the Redemption Price shall default in making have occurred and be continuing on the redemption payment or Change in Control Purchase Price payment when due, Redemption Date in which case the such right of conversion right shall terminate be reinstated), at the close Conversion Price (as hereinafter defined) then in effect into shares of business on the date such default is cured and Company’s Common Stock; provided that, if the Holder of a Security tenders such Security is redeemed or purchasedpursuant to an Offer to Purchase made as a result of a Change in Control, as the case such Security may be)only be converted if such Holder properly withdraws its election to participate in such Offer to Purchase prior to consummation of such Offer to Purchase. The number of shares of the Company’s Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject Subject to adjustment or voluntary reduction as provided in this Article 43, 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 a 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 of Securities is not entitled to any rights of a holder of the Company’s Common Stock until such Holder has converted its Securities to the Company’s Common Stock, and only to the extent such Securities are deemed to have been converted into the Company’s Common Stock pursuant to this Article 43.

Conversion Privilege. Subject to the further provisions of this Article 4 and paragraph 8 of the SecuritiesTo 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 and B hereto (each, a "Conversion Notice"), (2) surrender the Security may convert to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the principal amount 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 (or any 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 equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to the close of business on the Final Maturity Date, at the Conversion Price then in effectso converted; provided, however, that, if such that no surrender of a Security is called for redemption or submitted or presented for purchase pursuant on any date when the stock transfer books of the Company shall be closed shall be effective to Article 3, constitute the Person entitled to receive the Conversion Shares upon such conversion right as the shareholder of record of such shares of Common Stock on such date, but such surrender shall terminate be effective to constitute the Person entitled to receive such Conversion Shares as the shareholder of record thereof for all purposes at the close of business on the Business Day immediately preceding the Redemption Date or Change in Control Purchase Date, as the case may be, for next succeeding day on which such Security or stock transfer books are open; provided further that 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 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 redeemed or purchased, as the case may be). The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by at the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Securities and is subject to Company had not been closed. No payment or adjustment as provided in this Article 4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. A Security will be made in respect of which dividends or distributions on Conversion Shares. If any Holder surrenders 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 for conversion after the close of business on the Business Day immediately preceding Record Date for the Change in Control Purchase payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date in accordance with Section 3.9. A shall be paid to the Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4.such

Conversion Privilege. Subject to the further provisions of this Article 4 and paragraph 8 of the Securities, a A Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple into shares of $1,000 in excess thereof) into Common Stock at any time prior to the close of business on June 2, 2033, subject to the Final Maturity Dateprovisions of this Article 12 and paragraph 9 of the Securities. Upon determination that Holders are or will be entitled to convert their Securities into Common Stock in accordance with paragraph 9 of the Securities, at the Conversion Price then in effect; provided, however, that, if Company will issue a press release and publish such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business determination on the Business Day immediately preceding the Redemption Date Company's website or Change in Control Purchase Date, through such other public medium as the case Company 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 due, in which case the conversion right shall terminate use at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may be)that time. The number of shares of Common Stock issuable upon conversion of a Security per $1,000 of Principal Amount at Maturity thereof (the "Conversion Rate") shall be determined by dividing in accordance with the principal amount provisions of paragraph 9 of the Security or Securities. A Holder may convert a portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and Principal Amount at Maturity of a Security if the portion is subject to adjustment as provided in this Article 4$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 a Security. A Security . The Holders' rights to convert Securities into shares of Common Stock is subject to the Company's right to elect instead to pay each such Holder the amount of cash set forth in respect the next succeeding sentence, in lieu of which a Holder has delivered a Change in Control Purchase Notice delivering such shares of Common Stock, subject to the last sentence of this paragraph. The amount of cash to be paid pursuant to Section 3.8(c12.2 hereof for each $1,000 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) exercising the option date of such Holder the Company's notice of its election to require deliver cash upon conversion, if the Company to purchase such Security may be converted only if such Change in Control Purchase Notice is withdrawn by shall not have given a written notice of withdrawal delivered redemption pursuant to a Paying Agent prior to Section 3.3, or (ii) the close of business on Conversion Date, in 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 case of a holder conversion following such a notice of redemption specifying an intent to deliver cash upon conversion, 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 until such Holder has converted its Securities to Common Stock, and only upon the conversion of any Security pursuant to the extent terms of this Article 12 (other than cash in lieu of fractional shares pursuant to Section 12.3 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 Securities are deemed to have been Security shall be converted into Common Stock or cash pursuant to this Article 4Section 3.2 hereof) and is continuing an Event of Default (other than a default in a cash payment upon conversion of such Security).

Conversion Privilege. Subject to the further provisions of Except as provided in this Article 4 and paragraph 8 of the Securities11, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to during the close of business on period stated in the Final Maturity Date, at the Conversion Price then in effect; provided, however, that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or 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 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 redeemed or purchased, as the case may be)Securities. The number of shares of Common Stock issuable upon conversion of a Security per $1,000 of Principal Amount at Maturity thereof (the "Conversion Rate") shall be determined by dividing that set forth in the principal amount Securities, subject to adjustment as herein set forth. The Holders' right to convert Securities into shares of Common Stock is subject to the condition that, if the Sale Price on the Conversion Date is (a) less than 100% of the Security or portion thereof surrendered for conversion by the Accreted Conversion Price in effect on such date, then a Holder electing to exercise its right to convert its Securities on such date shall receive, in lieu of Common Stock, cash in an amount equal to 95% of the product of the Conversion Rate in effect on such date and such Sale Price or (b) greater than or equal to 100% of the Accreted Conversion Price in effect on such date but less than 110% of such Accreted Conversion Price, then a Holder electing to exercise its right to convert its Securities on such date shall receive, in lieu of Common Stock, cash in an amount equal to the sum of the Issue Price plus Original Issue Discount (or, if the Issuer has exercised its option to convert the Securities to semi-annual coupon notes following the occurrence of a Tax Event, the Restated Principal Amount plus unpaid interest thereon) accrued to the Conversion Date; provided, however, that this provision shall not apply with respect to any Securities that have been called for redemption pursuant to Section 3.03 nor shall it be subject to the proviso set forth in the next succeeding paragraph. The Holders' right to convert Securities into shares of Common Stock is also 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 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 11, whether or not the Company has delivered a notice pursuant to Section 3.03 or 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 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 3.03, or (ii) the Conversion Date, in the case of a conversion following such a notice of redemption specifying an intent to deliver cash upon conversion, in either case multiplied by the Conversion Rate in effect on such Conversion Date. The initial Conversion Price is set forth Company shall not pay cash in paragraph 8 lieu of delivering shares of Common Stock upon the Securities and is subject conversion of any Security pursuant to adjustment as provided in the terms of this Article 4. Provisions 11 (other than cash in lieu of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. A Security in respect of which a Holder has delivered a Change in Control Purchase Notice fractional shares pursuant to Section 3.8(c11.03 hereof) exercising if there has occurred (prior to, on or after, as the option of such Holder to require case may be, the Conversion Date or the date on which the Company to purchase delivers its notice of whether such Security may shall 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 into shares of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock or cash pursuant to this Article 4Section 11.02 hereof) and is continuing an Event of Default (other than a default in a cash payment upon conversion of such Securities).

Conversion Privilege. Subject to the further provisions of this Article 4 and paragraph 8 of the SecuritiesSection 4.1, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to the close of business on the Final Maturity Date, at the Conversion Price then in effect; providedPROVIDED, howeverHOWEVER, that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or Change in Control Purchase Date, as the case may be, redemption date 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 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 redeemed or purchased, as the case may beredeemed). The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article 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 a 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 of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4.

Conversion Privilege. Subject to the further provisions of this Article 4 and paragraph 8 of the Securities, a A Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple into shares of $1,000 in excess thereof) into Common Stock at any time prior to the close of business on September 23, 2032, subject to the Final Maturity Dateprovisions of this Article 11 and paragraph 9 of the Securities. Upon determination that Holders are or will be entitled to convert their Securities into Common Stock in accordance with paragraph 9 of the Securities, at the Conversion Price then in effect; provided, however, that, if Company will issue a press release and publish such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business determination on the Business Day immediately preceding the Redemption Date Company's website or Change in Control Purchase Date, through such other public medium as the case Company 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 due, in which case the conversion right shall terminate use at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may be)that time. The number of shares of Common Stock issuable upon conversion of a Security per $1,000 of Principal Amount at Maturity thereof (the "Conversion Rate") shall be determined by dividing in accordance with the principal amount provisions of paragraph 9 of the Security or Securities. A Holder may convert a portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and Principal Amount at Maturity of a Security if the portion is subject to adjustment as provided in this Article 4$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 a Security. A Security . The Holders' rights to convert Securities into shares of Common Stock is subject to the Company's right to elect instead to pay each such Holder the amount of cash set forth in respect the next succeeding sentence, in lieu of which a Holder has delivered a Change in Control Purchase Notice delivering such shares of Common Stock, subject to the last sentence of this paragraph. The amount of cash to be paid pursuant to Section 3.8(c11.02 hereof for each $1,000 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) exercising the option date of such Holder the Company's notice of its election to require deliver cash upon conversion, if the Company to purchase such Security may be converted only if such Change in Control Purchase Notice is withdrawn by shall not have given a written notice of withdrawal delivered redemption pursuant to a Paying Agent prior to Section 3.03, or (ii) the close of business on Conversion Date, in 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 case of a holder conversion following such a notice of redemption specifying an intent to deliver cash upon conversion, 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 until such Holder has converted its Securities to Common Stock, and only upon the conversion of any Security pursuant to the extent 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 Securities are deemed to have been Security shall be converted into Common Stock or cash pursuant to this Article 4Section 3.02 hereof) and is continuing an Event of Default (other than a default in a cash payment upon conversion of such Security).

Conversion Privilege. 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 of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to the close of business on the Final Maturity Date, at the Conversion Price then in effect; providedPROVIDED, howeverHOWEVER, that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or 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 applicable redemption payment or Change in Control Purchase Price 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 redeemed or purchased, as the case may be). The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article 4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a 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 of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4.

Conversion Privilege. (a) Subject to the further conditions described in this Section 11.01, and upon compliance with the provisions of this Article 4 and paragraph 8 of the Securities11, a Holder of a Security may shall have the right, at such Holder's option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior if one or more of the following conditions for conversion are satisfied: (i) if the Sale Price for at least 20 Trading Days in a period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding fiscal quarter of the Company exceeds 120% of the Conversion Price on the last day of such preceding fiscal quarter (the "Conversion Trigger Price") then the Holders may surrender their Securities for conversion in accordance with this Article 11 during and only during the fiscal quarter immediately following the fiscal quarter in which the Sale Price so exceeded the Conversion Trigger Price; (ii) the Company calls the Securities for redemption pursuant to and in accordance with Article 3, a Holder may surrender Securities for conversion from the date of the Notice of Redemption until the close of business on the Final Maturity second Business Day prior to the Redemption Date; or (iii) In the event that the Company: (1) elects to distribute to all holders of Common Stock rights entitling them to purchase, for a period expiring within 60 days after the record date for such distribution, Common Stock at less than the Conversion average Sale Price then for the five consecutive Trading Days ending on the date immediately preceding the record date for such distribution; or (2) elects to distribute to all holders of Common Stock cash, debt securities (or other evidence of Indebtedness) or other assets (excluding dividends or distributions described in effectSections 11.07(a) and (b)), which distribution has a per share value as determined by the Company's Board of Directors exceeding 15% of the average Sale Prices for the five consecutive Trading Days ending on the date immediately preceding the record date for such distribution, or (3) is a party to a Change in Control, or, upon an event that would have been such a Change in Control but for the existence of one of the exceptions set forth in the last paragraph of Section 4.02(a) of the Indenture; provided, however, thata Holder may surrender Securities for conversion at any time from and after the date which is 15 days prior to the anticipated effective time of the Change of Control transaction until 15 days after the actual effective date of such Change of Control transaction (or, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3transaction also constitutes a Change in Control, such conversion right shall terminate at until the close of business on the Business Day immediately preceding the Redemption Date or Change in Control Purchase Date). After the effective time of the transaction, as settlement of the case may beConversion Value will be based on the kind and amount of cash, for such Security securities or such earlier date as the Holder presents such Security for redemption or for purchase (unless other assets of the Company shall default in making the redemption payment or Change in Control Purchase Price 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 redeemed or purchased, as the case may be). The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article 4. Provisions of this Indenture another Person that apply to conversion of all of a Security also apply to conversion of a portion of a 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 of Securities is not entitled to any rights of a holder of Common Stock until received in such Holder has converted its Securities transaction (or, if such transaction provides for the holders of Common Stock the right to receive more than a single type of consideration determined based in part upon any form of stockholder election, the weighted average of the types and amounts of consideration received by the holders of Common Stock); provided that, for the avoidance of doubt, the Conversion Value will be paid in cash and only at the Company's election, cash, Common Stock or a combination of cash and Common Stock in accordance with the terms of the Indenture. The Company will notify Holders and the Trustee as promptly as practicable following the date the Company publicly announces such transaction (but in no event less than 20 days prior to the extent anticipated effective date of such transaction). (b) If the Company makes a distribution described in Section 11.01(a)(iii)(1) or Section 11.01(a)(iii)(2) the Company must notify Holders at least 20 days prior to the Ex-Dividend Date for such distribution ("Distribution Notice"). Once the Company has given a Distribution Notice, Holders may surrender their Securities for conversion at any time until (x) the earlier of the close of business (x) on the Business Day prior to the Ex-Dividend Date or (y) the Company's announcement that such distribution will not take place, even if the Securities are deemed not convertible at that time. No adjustment to have been converted into Common Stock pursuant Conversion Rate or the ability of Holders to this Article 4convert will be made if Holders are entitled to participate in the distribution without conversion.

Conversion Privilege. Subject to the further provisions of this Article 4 and paragraph 8 of the Securities, a A Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to the close of business on the Final Maturity Datematurity, at the Conversion Price then in effect; provided, -------- however, that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, ------- such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Conversion Termination 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 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 redeemed or purchasedredeemed); provided, as further, that, if the Holder of a Security presents such -------- ------- Security for redemption prior to the close of business on the Conversion Termination Date, the right of conversion shall terminate upon presentation of the Security to the Trustee (unless the Company shall default in making the redemption payment when due, in which case may bethe conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed). The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article 410. 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 a Security. A Security in respect . In the case of which redemption at the option of the Holder as a Holder has delivered result of a Change in Control Purchase Notice pursuant to Section 3.8(c) exercising the option of Control, such Holder to require conversion right will terminate upon receipt by the Company to purchase such Security may be converted only if such Change in Control Purchase Notice is withdrawn by of a written notice of withdrawal delivered to a Paying Agent prior to 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 Business Day immediately preceding the Change in Control Purchase Date in accordance with Section 3.9date such default is cured and such Security is repurchased). A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its his or her Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 410.

Conversion Privilege. Subject to the further provisions of this Article 4 and paragraph 8 of the SecuritiesAt any time on or before April 15, 2006, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to (the close shares of business on Common Stock issuable upon such conversion, the Final Maturity Date"Conversion Shares"), at the Conversion Price then in effect, together with those rights, warrants or options specified in the first sentence of Section 4.6(f) hereof, to the extent applicable; provided, however, provided that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business Day immediately preceding before the Redemption Date or Change in Control Purchase Date, as the case may be, redemption date 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 then 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 redeemed or purchased, as the case may beredeemed). The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Dateconversion date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article 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 a Security. A Security in respect of which a Holder has delivered a Change in Control Purchase Repurchase Notice pursuant to Section 3.8(c3.10(b) exercising the option of such Holder to require the Company to purchase repurchase such Security may be converted only if such Change in Control Purchase Repurchase Notice is withdrawn by a written notice of withdrawal delivered to a the Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Purchase Repurchase Date in accordance with Section 3.93.11. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its his Securities to into Common StockStock and, and upon such conversion, only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4.

Conversion Privilege. Subject to the further provisions of this Article 4 and paragraph 8 of the SecuritiesSection 4.1, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to the close of business on the Final Maturity Date, at the Conversion Price then in effect; provided, however, that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or 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 Default in making the redemption payment or Change in Control Purchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such default Default is cured and such Security is redeemed or purchased, as the case may be). The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article 4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a 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 of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4.

Conversion Privilege. Subject to the further provisions of this Article 4 and paragraph 8 of the SecuritiesSection 4.1, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time after 60 days following the date of this Indenture and prior to the close of business on the Final Maturity Datematurity, at the Conversion Price then in effect; provided, however, that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business Day immediately business day 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 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 redeemed or purchasedredeemed); provided, as further, that, if the Holder of a Security presents such Security for redemption prior to the close of business on the Redemption Date for such Security, the right of conversion shall terminate upon presentation of the Security to the Trustee (unless the Company shall default in making the redemption payment when due, in which case may bethe conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed). The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article 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 a Security. A Security in respect of which a Holder has delivered a Change in 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 in of Control Purchase Notice is withdrawn by a written notice of withdrawal delivered to a the Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Purchase Repurchase 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 has converted its his or her Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4.

Conversion Privilege. Subject to the further provisions of -------------------- this Article 4 10 and paragraph 8 of the Securities, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock Shares at any time prior to the close of business on the Final Maturity Date, at the Conversion Price then in effect; provided, however, that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business Day that is immediately preceding the Redemption Date or Change in Control Purchase Date, as the case may be, for Stated Maturity of 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 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 redeemed or purchased, as the case may be)Security. The number of shares of Common Stock issuable Shares deliverable upon conversion of a Security shall be is determined by dividing (x) the principal amount Principal Amount of the Security or the portion thereof surrendered for being converted by (y) the conversion by the Conversion Price price in effect on the Conversion DateDate (the "Conversion Price"). The initial Conversion Price is shall be that set forth in paragraph 8 of the Securities and is Securities. The Conversion Price shall be subject to adjustment from time to time as provided in this Article 4herein 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 a 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 3.8(c) 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 a the Paying Agent prior to the close of business on the Business Day immediately preceding the Purchase Date or Change in Control Purchase Date Date, as the case may be. In the event that the Ex-Dividend Time (as defined below) (or in accordance with Section 3.9. A Holder of Securities is not entitled to any rights the case of a holder of Common Stock until such Holder has converted its Securities subdivision, combination or reclassification, the effective date with respect thereto) with respect to Common Stocka dividend, and only subdivision, combination or reclassification to which Section 10.6(1), (2), (3) or (5) applies occurs during the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4.period applicable for

Conversion Privilege. Subject to the further provisions of this Article 4 and paragraph 8 of the Securities, a A Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into cash, and, if applicable, Common Stock Stock, at any time prior after the Issue Date in accordance with the provisions below and in paragraph 9 of the Securities. Subject to the close of business on cash settlement procedures set forth below, the Final Maturity Date, at the Conversion Price then in effect; provided, however, that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or 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 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 redeemed or purchased, as the case may be). The number of shares of Common Stock issuable upon conversion of a Security per $1,000 of Principal Amount at Maturity thereof (the “Conversion Rate”) shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is that set forth in paragraph 8 of 9 in the Securities and is Securities, subject to adjustment as provided in this Article 4herein set forth. 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 a Security. A Security in respect . Subject to certain exceptions, if Securities are tendered for conversion, the value (the “Conversion Value”) of which a Holder has delivered a Change in Control Purchase Notice pursuant to Section 3.8(c) exercising the option cash and shares 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 has converted its Securities to Common Stock, and only if any, to be received by a holder converting $1,000 principal amount at maturity of the Securities will be determined by multiplying the applicable Conversion Rate by the average of the Sale Prices of the Common Stock for the ten consecutive trading days beginning on the second trading day immediately following the day on which the Securities are submitted for conversion (the “Cash Settlement Averaging Period”). Upon conversion of Securities, the Conversion Value will be delivered to Securityholders as follows: (1) an amount in cash (the “Principal Return”) equal to the extent lesser of (a) the Conversion Value of each Security to be converted and (b) the Accreted Principal Amount of each Security to be converted, (2) if the Conversion Value of the Securities to be converted is greater than the accreted principal amount, an amount in whole shares (the “Net Shares”), calculated as described below, equal to such Securities are deemed Conversion Value less the Principal Return (the “Net Share Amount”), and (3) an amount in cash in lieu of any fractional shares of common stock. The number of Net Shares to have been converted into be paid will be equal to the greater of (i) zero and (ii) the sum of, for each trading day during the Cash Settlement Averaging Period, the quotient of (A) 10% of the difference between (1) the product of the Conversion Rate in effect and the Sale Price of the Common Stock pursuant for such day; and (2) the Accreted Principal Amount of the Securities to this Article 4be converted as of the conversion date, divided by (B) the Sale Price of the Common Stock.

Conversion Privilege. Subject to the further provisions of this Article 4 and paragraph 8 of the Securities, a A Holder of a Security may convert the principal amount Principal Amount of such Security (or any portion thereof equal to a Principal Amount of $1,000 or any integral multiple of a Principal Amount of $1,000 in excess thereof) into Common Stock at any time prior to the close of business on the Final Maturity Date, at the Conversion Price Rate then in effect; provided, however, that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or 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 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 redeemed or purchased, as the case may beredeemed). The number of shares of Common Stock issuable upon conversion of a Security per $1,000 of Principal Amount thereof (the "Conversion Rate") shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is that set forth in paragraph 8 of in the Securities and is Securities, subject to adjustment as provided in this Article 4herein set forth. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. A Security in respect of which a Holder has delivered a Repurchase Notice or 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 notice of exercise 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 3.9the terms of this Indenture. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4.

Conversion Privilege. Subject to the further provisions of this Article 4 and paragraph 8 of the SecuritiesSection 4.1, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to the close of business on the Final Maturity Date, at the Conversion Price then in effect; provided, however, that, if such Security is called for redemption or submitted or for presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or 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 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 redeemed or purchased, as the case may be). The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article 4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a 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 of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4.

Conversion Privilege. Subject to the further provisions of this Article 4 and paragraph 8 of the SecuritiesSection 4.01, a Holder of a Security Note may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to the close of business on the Final Maturity Date, Note at the Conversion Price then in effecteffect into Class A Common Stock (i) at any time after the Regulatory Relief Date, 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, if such Security Note is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or Change in Control Purchase Date, as the case may be, redemption date for such Security or such earlier date as the Holder presents such Security for redemption or for purchase Note (unless the Company shall default in making the redemption payment or Change in Control Purchase Price 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 Note is redeemed or purchasedredeemed); provided, as further, that, if the case Holder of a Note tenders such Note pursuant to a Change of Control Offer, such Note may be)only be converted if such Holder properly withdraws its election to participate in the Change of Control 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 Note shall be determined by dividing the principal amount of the Security Note or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities conversion price shall be $34.00 and is subject to adjustment as provided in this Article 44 (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 a 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 3.9Note. A Holder of Securities Notes is not entitled to any rights of a holder of Class A Common Stock until such Holder has converted its Securities Notes to Class A Common Stock, and only to the extent such Securities Notes are deemed to have been converted into Class A Common Stock pursuant to this Article 4.

Conversion Privilege. Subject to At any time after 90 days following the further provisions latest date of this Article 4 and paragraph 8 original issuance of the Securities, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time Notes and prior to the close of business on [______________], 2005, a Holder of a Note may convert such Note into Common Stock (the Final Maturity Dateshares of Common Stock issuable upon such conversion, the "Conversion Shares"), at the Conversion Price conversion price then in effect, together with those rights specified in Section 4.06 hereof; provided, however, PROVIDED that, if such Security Note is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the third Business Day immediately preceding before the Redemption Date or Change in Control Purchase Date, as the case may be, redemption date for such Security or such earlier date as the Holder presents such Security for redemption or for purchase Note (unless the Company shall default in making the redemption payment or Change in Control Purchase Price payment when then due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security Note is redeemed or purchased, as the case may beredeemed). The number of shares of Common Stock issuable upon conversion of a Security Note shall be determined by dividing the principal amount of the Security Note or portion thereof surrendered for conversion by the Conversion Price conversion price in effect on the Conversion Dateconversion date. The initial Conversion Price conversion price is set forth in paragraph 8 of the Securities Notes and is subject to adjustment as provided in this Article 4. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. Provisions of this First Supplemental Indenture that apply to conversion of all of a Security Note also apply to conversion of a portion of a SecurityNote. A Security Note in respect of which a Holder has delivered a Change in Control Purchase Repurchase Notice pursuant to Section 3.8(c3.09(b) exercising the option of such Holder to require the Company to purchase repurchase such Security Note may be converted only if such Change in Control Purchase Repurchase Notice is withdrawn by a written notice of withdrawal delivered to a the Paying Agent prior to the close of business 5:00 p.m. (eastern time) on the Business Day immediately preceding the Change in Control Purchase Repurchase Date in accordance with Section 3.93.10. A Holder of Securities Notes is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to his Notes into Common StockStock and, and upon such conversion, only to the extent such Securities Notes are deemed to have been converted into Common Stock pursuant to this Article 4.

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article 4 and paragraph 8 of the Securities9, a each Holder of a Security may Note shall have the right, at such Holder’s option, to convert the principal amount of such Security (all or any portion thereof equal (if the portion to be converted is $1,000 principal amount or any an integral multiple of $1,000 in excess thereof) into Common Stock of such Note at any time prior to the close of business on the Final Maturity Date, at the Conversion Price then in effect; provided, however, that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or 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 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 redeemed or purchased, as the case may be). The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article 4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a 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 Maturity Date in accordance with Section 3.9. A Holder at an initial conversion rate of Securities is not entitled to any rights of a holder 294.1176 shares of Common Stock until (subject to adjustment as provided in this Article 9, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 9.02, the “Conversion Obligation”). (b) For any Conversion Date that occurs on or after the date that is on or after the date that is six months after the last date of original issuance of the notes but prior to February 1, 2021 (other than a conversion in connection with a make-whole fundamental change), the Company shall make an Interest Make-Whole Payment to the converting Holder equal to the sum of the remaining scheduled payments of interest that would have been made on the Notes to be converted had such Notes remained outstanding from the Conversion Date through February 1, 2021 (the “Interest Make-Whole Payment”). If a Conversion Date occurs after the close of business on a Regular Record Date but prior to the open of business on the Interest Payment Date corresponding to such Regular Record Date, the Interest Make-Whole Payment will not include the accrued interest to any converting Holder and instead the Company will pay the full amount of the relevant interest payment on such Interest Payment Date to the Holder of record on such Regular Record Date. In such case, the Interest Make-Whole Payment to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through February 1, 2021. The Company shall pay any Interest Make-Whole Payment by delivering shares of Common Stock. The number of shares of Common Stock a converting Holder will receive will be the number of shares equal to the amount of the Interest Make-Whole Payment to be paid to such Holder, divided by the product of (x) 95% and (y) the simple average of the Daily VWAP of the shares for the ten consecutive Trading Days ending on and including the Trading Day immediately preceding the Conversion Date. Notwithstanding the foregoing, the number of shares the Company may deliver in connection with a conversion of the Notes, including those delivered in connection with an Interest Make-Whole Payment, will not exceed 425 shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment at the same time and in the same manner as the Conversion Rate as set forth under Section 9.04. The Company will not be required to make any cash payments in lieu of any fractional share or have any further obligation to deliver any shares of Common Stock or pay any cash in excess of the threshold described above. In addition, if in connection with any conversion of Notes, the Conversion Rate is adjusted pursuant to Section 9.03, then such Holder has converted its Securities will not receive the Interest Make-Whole Payment with respect to Common Stocksuch Notes. None of the Trustee, and only Paying Agent or Conversion Agent shall be responsible for determining or calculating the Interest Make-Whole Payment or the Daily VWAP. Holders who convert their Notes on or after February 1, 2021 will not receive any Interest Make-Whole Payment with respect to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4Notes.

Conversion Privilege. Subject to the further provisions of this Article 4 and paragraph 8 of the Securities, a A Holder of a Security may convert the principal amount of -------------------- such Security (or any portion thereof equal to $1,000 or any integral multiple into shares of $1,000 in excess thereof) into Series A Common Stock at any time prior during the period stated in paragraph 9 of the Securities. The number of shares of Series A Common Stock issuable upon conversion of a Security, for each $1,000 of Principal Amount thereof (the "Conversion Rate"), shall be that amount set forth in paragraph 9 in the Securities, subject to adjustment as herein set forth. The Holders' right to convert Securities into shares of Series A Common Stock is subject to the close Company's right to elect to instead pay such Holder the amount of business on cash set forth in the Final Maturity Datenext succeeding sentence, at the Conversion Price then in effectlieu of delivering such shares of Series A Common Stock; provided, however, that, that if such Security payment of -------- ------- cash is called for redemption or submitted or presented for purchase 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 3XI, such 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 right shall terminate at be equal to the close Sale Price of business a share of Common Stock on the Business Trading Day immediately preceding prior to the Redemption 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 Change in Control Purchase Dateafter, as the case may be, for 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 such earlier date as the Holder presents such Security for redemption or for purchase cash pursuant to Section 11.02) and is continuing an Event of Default (unless the Company shall other than a default in making such 77 payment on such Securities), provided, however, that this sentence shall not -------- ------- apply in the redemption payment or Change in Control Purchase Price payment when due, in which case event that an Event of Default occurs after such cash is paid. A Holder may convert a portion of the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may be). The number of shares of Common Stock issuable upon conversion Principal Amount of a Security shall be determined by dividing if the principal amount portion is $1,000 or an integral multiple of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article 4$1,000. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a 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 of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4.

Conversion Privilege. Subject to the further provisions of this Article 4 and paragraph 8 of the Securities, a A Holder of a Security Note may convert the principal amount it into fully paid and nonassessable shares of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to the close of business on the Final Maturity Date, maturity at the Conversion Price then in effect; provided, however, except that, if such Security is with respect to any Note called for redemption or submitted or presented for purchase pursuant to Article 3Section 6.09, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date redemption date or Change in Control Purchase Repurchase Event Payment Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase be (unless the Company shall default in making the redemption payment or Change in Control Purchase Price payment Repurchase Event Payment when it becomes due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security Note is redeemed or purchased, as the case may be). The number of shares of Common Stock issuable upon conversion of a Security shall be Note is determined by dividing the principal amount of the Security or portion thereof surrendered for conversion such Note by the Conversion Price conversion price in effect on the Conversion DateDate (the "CONVERSION PRICE"). The initial Conversion Price is set forth stated in paragraph Section 8 of the Securities Notes and is subject to adjustment as provided in this Article 4. A Holder may convert a portion of a Note equal to any integral multiple of $1,000. Provisions of this Indenture that apply to conversion of all of a Security Note also apply to conversion of a portion of a Security. it. A Security Note in respect of which a Holder has delivered a Change in Control Purchase Repurchase Event Payment Notice pursuant to Section 3.8(c) 6.09 exercising the option of such Holder to require the Company to purchase such Security Note may be converted only if such Change in Control Purchase Repurchase Event Payment 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 Repurchase Event Payment Date in accordance with Section 3.96.09. A Holder of Securities Notes is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities Notes to Common Stock, and only to the extent such Securities Notes are deemed to have been converted into Common Stock pursuant to this Article 4.

Conversion Privilege. Subject to the further provisions of this Article 4 and paragraph 8 of the SecuritiesSection 4.1, a Holder of a Security may convert the principal amount of such Security Security, (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to the close of business on the Final Maturity Date, at the Conversion Price then in effect; provided, however, that, -------- ------- if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or 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 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 redeemed or purchased, as the case may beredeemed). The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article 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 a Security. . A Security in respect of which a Holder has delivered a Change in Control Purchase Notice pursuant to Section 3.8(c3.9(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 Purchase Payment Date in accordance with Section 3.93.10. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4.

Conversion Privilege. Subject to the further provisions of this Article 4 and paragraph 8 of the Securities, a A Holder of a Security may convert the principal amount of -------------------- such Security (or any portion thereof equal to $1,000 or any integral multiple into shares of $1,000 in excess thereof) into Common Stock at any time prior (subject to the close limitation described in Section 3.03(5)) during the period stated in paragraph 9 of business on the Final Maturity Date, at the Conversion Price then in effect; provided, however, that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or 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 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 redeemed or purchased, as the case may be)Securities. The number of shares of Common Stock issuable upon conversion of a Security per $1,000 of Principal Amount thereof shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is that set forth in paragraph 8 of 9 in the Securities and is (the "Conversion Rate"), 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 4. Provisions the next succeeding sentence, in lieu of delivering such shares of Common Stock (the "Conversion Payment"); 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, whether or not the Company has delivered a notice pursuant to Section 11.02 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 11.02 for each per $1,000 Principal Amount of a Security also apply 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 Common Stock upon the conversion of a portion any Security pursuant to the terms of a Security. A Security this Article (other than cash in respect lieu of which a Holder has delivered a Change in Control Purchase Notice fractional shares pursuant to Section 3.8(c11.03) exercising if there has occurred (prior to, on or after, as the option of such Holder to require case may be, the Conversion Date or the date on which the Company to purchase delivers its notice of whether such Security may shall 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 into shares of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into 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 Article 4sentence shall not apply in the event -------- ------- that an Event of Default occurs after such cash is paid.

Conversion Privilege. Subject At any time after 90 days following the latest date of original issuance of the Securities and prior to the further provisions close of this Article 4 and paragraph 8 of business on the SecuritiesBusiness Day immediately preceding April 15, 2006, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to (the close shares of business on Common Stock issuable upon such conversion, the Final Maturity Date"Conversion Shares"), at the Conversion Price then in effect, together with those rights, warrants or options specified in the first sentence of Section 4.6(f) hereof, to the extent applicable; provided, however, provided that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business Day immediately preceding before the Redemption Date or Change in Control Purchase Date, as the case may be, redemption date 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 then 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 redeemed or purchased, as the case may beredeemed). The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Dateconversion date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article 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 a Security. A Security in respect of which a Holder has delivered a Change in Control Purchase Repurchase Notice pursuant to Section 3.8(c3.10(b) exercising the option of such Holder to require the Company to purchase repurchase such Security may be converted only if such Change in Control Purchase Repurchase Notice is withdrawn by a written notice of withdrawal delivered to a the Paying Agent prior to the close of business on the Business Day immediately preceding prior to the Change in Control Purchase Repurchase Date in accordance with Section 3.93.11. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its his Securities to into Common StockStock and, and upon such conversion, only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4.

Conversion Privilege. Subject to the further provisions of this Article 4 terms and paragraph 8 of conditions set forth herein and in the Securities, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple into shares of $1,000 in excess thereof) into Common Stock at any time prior to during the close period stated in paragraph 9 of business on the Final Maturity Date, at the Conversion Price then in effect; provided, however, that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or 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 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 redeemed or purchased, as the case may be)Securities. The number of shares of Common Stock issuable upon conversion of a Security Security, for each $1,000 of Principal Amount thereof, or from and after any Option Exercise Date as defined in Section 12.01, for each Restated Principal Amount (the "Conversion Rate"), shall be determined by dividing the principal that amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 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 4XI, 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 a 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 of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4.

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article 4 and paragraph 8 of the Securities9, a each Holder of a Security may Note shall have the right, at such Holder’s option, to convert the principal amount of such Security (all or any portion thereof equal (if the portion to be converted is $1,000 Principal Amount or any an integral multiple of $1,000 in excess thereof) into Common Stock of such Note at any time prior to the close of business on the Final Maturity Date, at the Conversion Price then in effect; provided, however, that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or 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 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 redeemed or purchased, as the case may be). The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article 4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a 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 Stated Maturity at an initial conversion rate of Securities is not entitled to any rights of a holder 152.6718 shares of Common Stock until (subject to adjustment as provided in this Article 9, the “Conversion Rate”) per $1,000 Principal Amount of Notes (subject to, and in accordance with, the settlement provisions of Section 9.02, the “Conversion Obligation”). (b) For any Conversion Date that occurs on or after the date that is one year after the date hereof and prior to May 31, 2021 (other than a conversion in connection with a Qualifying Fundamental Change), the Company shall make a payment to the Holder of such Notes equal to the sum of the remaining scheduled payments of interest that would have been made on the Notes to be converted had such Notes remained outstanding from the Conversion Date through, and including the Holder Optional Redemption Date (the “Interest Make-Whole Payment”). If a Conversion Date occurs after the close of business on a Regular Record Date but prior to the open of business on the Interest Payment Date corresponding to such Regular Record Date, the Interest Make-Whole Payment will not include the accrued interest to any converting Holder and instead the Company will pay the full amount of the relevant interest payment on such Interest Payment Date to the Holder of record on such Regular Record Date. In such case, the Interest Make-Whole Payment to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has converted its Securities not been provided for through May 31, 2021. The Company will have the option to pay any Interest Make-Whole Payment in cash and/or by delivering Freely Tradeable Common Stock. Subject to the limitations in Section 9.02(k) below, all Interest Make-Whole Payments shall be paid by delivering Freely Tradeable Common Stock, and only unless the Company delivers prior written notice to each Holder (with a copy to the extent Trustee) stating that the Company will pay all or a portion of any future Interest Make-Whole Payments in cash, and specifying the time periods during which such Securities are deemed to have election shall apply and the percentages of the Interest Make-Whole Payments that will be paid as cash and Freely Tradeable Common Stock, respectively. Such notice shall not be effective until the end of the 15th Trading Day after such notice has been converted into delivered. For all time periods, the number of shares of Freely Tradeable Common Stock pursuant a converting Holder will receive, if any, will be the number of shares equal to this Article 4the amount of the Interest Make-Whole Payment to be paid in Freely Tradeable Common Stock to such Holder, divided by the product of (x) 95% and (y) the simple average of the Daily VWAP of the Common Stock for the ten consecutive Trading Days ending on and including the Trading Day immediately preceding the Conversion Date.

Conversion Privilege. Subject to the further provisions of The Notes shall be convertible in accordance with their terms and in accordance with this Article 4 and paragraph 8 Article. The obligation of the Securities, a Company to convert the Notes is referred to as the “Conversion Obligation.” A Holder of a Security Note may convert the principal amount Principal Amount of such Security Note (or any portion thereof equal to a Principal Amount of $1,000 or any integral multiple of a Principal Amount of $1,000 in excess thereof) into into, for each $1,000 Principal Amount of Notes converted, cash and shares of Common Stock Stock, if any, equal to the sum of the Daily Settlement Amounts (such sum, the “Conversion Proceeds”) for each of the 20 VWAP Trading Days during the relevant Conversion Period, at any time prior that one or more of the conditions set forth under the caption “Conversion” in the Notes are satisfied; provided, however, that the Company will pay cash in lieu of fractional shares based upon the VWA Price on the last VWAP Trading Day in the Conversion Period as described in Section 12.04. If an event requiring an adjustment pursuant to Section 12.07 hereof occurs during the Conversion Period, the Company will make proportional adjustments to the Daily Settlement Amount for each VWAP Trading Day during the portion of the Conversion Period preceding the effective date of the adjustment event. Notes shall be convertible only until the close of business on the Final Maturity Date, at Business Day prior to the Conversion Price then in effect; provided, however, that, if such Security Stated Maturity. In case a Note or portion thereof is called for redemption or submitted or presented for purchase pursuant to Article 3Three, such conversion right shall terminate at the close of business on the Business Day immediately preceding prior to the Redemption Date earlier of (a) June 1, 2028 and (b) the date on which such Note (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 portion thereof) is redeemed (unless the Company shall default in making the redemption payment or Change in Control Purchase Price 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 Note is redeemed or purchased, as the case may beredeemed). The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article 4. Provisions of this Indenture that apply to conversion of all of a Security Note also apply to conversion of a portion of a Security. Note. A Security Note in respect of which a Holder has delivered a Repurchase Notice or Fundamental 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 Note may be converted only if such Change in Control Purchase Notice notice of exercise 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 3.9the terms of the Indenture. A Holder of Securities Notes entitled to receive any shares of Common Stock upon conversion of Notes is not entitled to any rights of a holder Holder of shares of Common Stock until such Holder has converted its Securities Notes to shares of Common Stock, and only to the extent such Securities Notes are deemed to have been converted into shares of Common Stock pursuant to this Article 4Twelve.

Conversion Privilege. Subject to the further provisions of this Article 4 and paragraph 8 of the Securities, a A Holder of a Security may ----------------------------------- convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to during the close period stated in paragraph 9 of business on the Final Maturity Date, at the Conversion Price then in effect; provided, however, that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or 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 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 redeemed or purchased, as the case may be)Securities. The number of shares of Common Stock issuable upon conversion of a Security per $1,000 of Principal Amount at Maturity thereof (the "Conversion Rate") shall be determined by dividing that set forth in paragraph 9 of the principal Securities, subject to adjustment as 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 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 portion thereof surrendered for (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 Price Rate in effect on the such Conversion Date. The initial 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 Price 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 set forth continuing an Event of Default (other than a default in paragraph 8 a cash payment upon conversion of such Securities). A Holder may convert a portion of the Securities and Principal Amount at Maturity of a Security if the portion is subject to adjustment as provided in this Article 4$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 a 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 of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4.

Conversion Privilege. Subject to the further provisions of this Article 4 and paragraph 8 of the Securities5, a Holder of a Security may may, at the Holder’s option, convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock ADSs at any time prior to the close of business on the Final Maturity DateBusiness Day immediately preceding June 1, 2008, at the Conversion Price then in effect; provided, however, that, that if such Security is called for redemption or submitted or presented for purchase pursuant to Article 34 of this Indenture, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or Change in of Control Purchase Date, as the case may be, Date 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 of Control Purchase Price 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 redeemed or purchased, as the case may be). The number of shares of Common Stock ADSs issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 as of the Securities date hereof is $9.267 and is subject to adjustment as provided in this Article 45. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. . A Security in respect of which a Holder has delivered a Change in of Control Purchase Notice pursuant to Section 3.8(c4.07(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 in 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 in of Control Purchase Date in accordance with Section 3.94.08 of this Indenture. A Holder of Securities is not entitled to any rights of a holder of Common Stock ADSs until such Holder has converted its Securities to Common Stockinto ADSs, and only to the extent such Securities are deemed to have been converted into Common Stock ADSs pursuant to this Article 4Article. The ADSs, when issued, shall be subject to the terms of the Deposit Agreement.

Conversion Privilege. Subject to the further provisions of this Article 4 and paragraph 8 of the SecuritiesSection 4.1, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to the close of business on the Final Maturity Date, at the Conversion Price then in effect; provided, however, ----------------- that, if such Security is called for redemption or submitted or for presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date 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 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 redeemed or purchased, as the case may be). The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article 4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a 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 of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4.

Conversion Privilege. (a) Subject to the further provisions of this Article 4 IV and paragraph 8 6 of the Securities, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock and/or Expedia Stock at any time prior to the close of business on the Final Maturity Date, at the applicable Conversion Price and applicable Expedia Conversion Price then in effect; provided, however, that, if such in each case as and to the extent set forth below. (b) If a Security is called for redemption or submitted or presented for purchase pursuant to a Change of Control Purchase Notice in accordance with Article 3III, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or Change in Control Purchase Date, as the case may be, Date 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 Holder withdraws its election pursuant to Section 4.01(e)). (c) If IAC elects Share Settlement, (i) the redemption payment or Change in Control Purchase Price 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 redeemed or purchased, as the case may be). 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 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 in effect on the Conversion Date. The initial Conversion Price is and initial Expedia Conversion Price are set forth in paragraph 8 6 of the Securities and is are subject to adjustment as provided in this Article 4. IV. (d) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. (e) A Security in respect of which a Holder has delivered a Change in Control Purchase Notice pursuant to Section 3.8(c) 3.02(c), exercising the option of such Holder to require the Company to purchase such Security Security, may be converted only (1) if such Change in Control Purchase Notice is withdrawn by a written notice of withdrawal delivered to a 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 3.9. 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 has converted its Securities to Common Stock and/or Expedia Stock, and only to the extent such Securities are deemed to have been converted into Common Stock and/or Expedia Stock pursuant to this Article 4IV.

Conversion Privilege. Subject to the further provisions of this Article 4 and paragraph 8 of the SecuritiesSection 4.1, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to the close of business on the Final Maturity Datematurity, at the Conversion Price then in effect; provided, however, that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or Change in Control Purchase Date, as the case may be, redemption date 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 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 redeemed or purchasedredeemed); provided, as further, that, if the Holder of a Security presents such Security for redemption prior to the close of business on the Business Day immediately preceding the redemption date for such Security, the right of conversion shall terminate upon presentation of the Security to the Trustee (unless the Company shall default in making the redemption payment when due, in which case may bethe conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed). The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article 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 a 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 of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4.

Conversion Privilege. (a) Subject to the further provisions of this Article 4 and paragraph 8 6 of the Securities, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to the close of business on the Final Maturity Date, at the Conversion Price then in effect; provided, however, that, if such . The initial Conversion Price is set forth in paragraph 6 of the Securities and is subject to adjustment as provided in this Article 4. (b) If a Security is called for redemption or 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 Redemption Change of Control Payment 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 Holder withdraws its election pursuant to Section 4.1(e)). (c) If the Company shall default in making elects Share Settlement the redemption payment or Change in Control Purchase Price 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 redeemed or purchased, as the case may be). 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. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article 4. . (d) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. (e) A Security in respect of which a Holder has delivered a Change in Control Purchase Notice elected to have its Securities repurchased pursuant to Section 3.8(c3.2(a) 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 election is withdrawn by a written notice of withdrawal delivered to a the Paying Agent prior to the close of business on the Business Day immediately preceding the Change in of Control Purchase Date in accordance with Section 3.9. Payment Date. (f) A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4.

Conversion Privilege. Subject to the further provisions of this Article 4 and paragraph 8 of the SecuritiesSection 4.01, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to the close of business on the Final Maturity Date, at the Conversion Price then in effect; provided, however, that, -------- ------- if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or 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 Default in making the redemption payment or Change in Control Purchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such default Default is cured and such Security is redeemed or purchased, as the case may be). The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article 4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. A Security in respect of which a Holder has delivered a Change in Control Purchase Notice pursuant to Section 3.8(c3.09(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 3.93.10. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4.

Conversion Privilege. Subject to the further provisions of this Article 4 and paragraph 8 of the SecuritiesSection 3.01, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to after the close of business on the Final Maturity Date, at the Conversion Price then in effect; provided, however, that, date hereof (but if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3Nine, such conversion right shall terminate at then only to and including but not after the close of business on the fifth 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 provided that no default by the Company in the payment of the Redemption Price shall default in making have occurred and be continuing on the redemption payment or Change in Control Purchase Price payment when due, Redemption Date in which case the such right of conversion right shall terminate be reinstated), at the close Conversion Price (as hereinafter defined) then in effect into shares of business on the date such default is cured and Company's Common Stock; provided that, if the Holder of a Security tenders such Security is redeemed or purchasedpursuant to an Offer to Purchase made as a result of a Change in Control, as the case such Security may be)only be converted if such Holder properly withdraws its election to participate in such Offer to Purchase prior to consummation of such Offer to Purchase. The number of shares of the Company's Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject Subject to adjustment or voluntary reduction as provided in this Article 43, 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 a 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 of Securities is not entitled to any rights of a holder of the Company's Common Stock until such Holder has converted its Securities to the Company's Common Stock, and only to the extent such Securities are deemed to have been converted into the Company's Common Stock pursuant to this Article 43.

Conversion Privilege. Subject to the further provisions of this Article 4 Section 4.01, from and paragraph 8 of after the Securitiestime that the Requisite Company Vote is obtained, a Holder of a Security Note may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to the close of business on the Final Maturity Date, 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, if at such time such Holder is a Regulated Person, or (ii) at any time, if such Holder is not a Regulated Person; providedPROVIDED, howeverHOWEVER, 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, if such Security Note is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or Change in Control Purchase Date, as the case may be, redemption date for such Security or such earlier date as the Holder presents such Security for redemption or for purchase Note (unless the Company shall default in making the redemption payment or Change in Control Purchase Price 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 Note is redeemed or purchasedredeemed); and PROVIDED, as FURTHER, that, if the case Holder of a Note tenders such Note pursuant to a Change of Control Offer, such Note may be)only be converted if such Holder properly withdraws its election to participate in the Change of Control 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 Note shall be determined by dividing the principal amount of the Security Note or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price conversion price is set forth in paragraph 8 of the Securities $0.53875 and is subject to adjustment or voluntary reduction as provided in this Article 44 (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 a 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 3.9Note. A Holder of Securities Notes is not entitled to any rights of a holder of Class A Common Stock until such Holder has converted its Securities Notes to Class A Common Stock, and only to the extent such Securities Notes are deemed to have been converted into Class A Common Stock pursuant to this Article 4.

Conversion Privilege. Subject to Except as set forth in the further provisions of this Article 4 and paragraph 8 of the Securitiesnext succeeding paragraph, a Holder of a Security may convert the principal amount of such Security thereof (or any portion thereof equal to $1,000 or any that is an integral multiple of $1,000 in excess thereof10,000) into fully paid and nonassessable shares of Common Stock of the Company at any time on or after the date that is 60 days following the Closing Date and prior to the close of business (New York time) on the Final Maturity Datedate of the Security's maturity, at the Conversion Price then in effect; provided, however, except that, if such with respect to any Security is called for redemption or submitted or presented for purchase pursuant to Article 3repurchase, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or Change in Control Purchase the Repurchase 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 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 redeemed or purchased, as the case may be). The number of shares of Common Stock issuable upon conversion of a Security shall be is determined by dividing the principal amount of the Security or portion thereof surrendered for conversion to be converted by the Conversion Price conversion price in effect on the Conversion DateDate (the "Conversion Price"). Notwithstanding anything to the contrary set forth in the immediately proceeding paragraph, a Holder may not convert any Security, and such Security shall not be convertible by any Holder, if as a result of such conversion any person would be deemed to beneficially own, directly or constructively, 5% of the outstanding Common Stock. Any attempted conversion in violation of the limitation set forth in the immediately preceding sentence shall be null and void AB INITIO as to the Holder and such Holder shall acquire no rights or economic interest in the Common Stock, and shares of Common Stock that such Holder would have received in the absence of the limitation set forth in the first sentence of this paragraph shall be exchanged for Excess Shares pursuant to the Articles. For purposes of calculating the beneficial ownership of a Holder of Securities, outstanding Common Stock shall include shares of Common Stock issuable upon conversion of Securities held by such Holder and exclude shares of Common Stock issuable upon conversion of Debentures held by other Holders. The initial Conversion Price is set forth stated in paragraph 8 the forms of the Securities in the Exhibits hereto and is subject to adjustment as provided in this Article 4. X. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a 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 3.9it. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder of Securities has converted its such Securities to into Common Stock, and only to the extent that such Securities are deemed to have been converted into Common Stock pursuant to under this Article 4.X.

Conversion Privilege. Subject to and upon compliance with the further provisions of this Article 4 and paragraph 8 XIII, at the option of the SecuritiesHolder thereof, a Holder any Security or any portion of a Security may convert the principal amount of such Security (or any portion thereof equal to which is $1,000 or any an integral multiple of $1,000 in excess 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 date of business on the Final Maturity Date, original issuance of Securities at the Conversion Price then in effect; conversion price, determined as hereinafter provided, however, that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such in effect at the time of conversion. Such conversion right shall terminate expire at the close of business on the Business Day immediately preceding the Redemption Date or Change December 15, 2006, subject, in Control Purchase Date, as the case may beof conversion of any global security, for such to any Applicable Procedures. In case a Security or such earlier date as the Holder presents such Security portion thereof has previously been called for redemption or for purchase (unless at the Company shall default in making election of the redemption payment or Change in Control Purchase Price payment when dueCompany, in which case the such conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may be). The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount in respect of the Security or portion thereof surrendered for conversion by so called shall expire at the Conversion Price in effect close of business, New York City time, on the Conversion Redemption Date, unless the Company defaults in making the payment due upon redemption (in each case subject as aforesaid to any Applicable Procedures with respect to any global security). The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article 4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. A Security in respect of which a Holder has delivered a Change in Control Purchase Notice pursuant to Section 3.8(c(as defined in Article XIV hereof) 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 notice is withdrawn by a written notice of withdrawal withdrawal, delivered by the Holder to a the Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Purchase Date Date, in accordance with Section 3.9the terms of this Indenture. A Holder of Securities is not entitled to any rights of a holder The price at which shares of Common Stock until such Holder has converted its Securities to 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, and only 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 extent such Securities are deemed to have been converted into Common Stock 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 described in the 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 evidences of indebtedness, shares of capital stock, securities, cash or assets to which such Holder is so entitled; provided that such due bill (i) meets any applicable requirements of the principal national securities exchange or other market on which the Common Stock is then traded and (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 holders of Common Stock receiving such distribution.

Conversion Privilege. Subject to the further provisions of this Article 4 and paragraph 8 of the SecuritiesSection 4.1, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to the close of business on the Final Maturity Datematurity, at the Conversion Price then in effect; provided, however, that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or Change in Control Purchase Date, as the case may be, redemption date 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 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 redeemed or purchasedredeemed); provided, as further, that, if the Holder of a Security presents such Security for redemption prior to the close of business on the redemption date for such Security, the right of conversion shall terminate upon presentation of the Security to the Trustee (unless the Company shall default in making the redemption payment when due, in which case may bethe conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed). The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article 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 a 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 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 3.9. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4.of

Conversion Privilege. Subject to the further provisions of this Article 4 and paragraph 8 of the SecuritiesSection 4.1, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to the close of business on the Final Maturity Date, at the Conversion Price then in effect; provided, however, that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date 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 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 redeemed or purchased, as the case may be). The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article 4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a 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 of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4.

Conversion Privilege. Subject to the further provisions At any time while this Note is outstanding, Holder of this Article 4 and paragraph 8 Note shall have the right, at Holder's option, from time to time to convert all or part of the Securitiesprincipal and accrued, but unpaid, interest of this Note into shares of Company's common stock, par value $.50 per share (the "Common Stock") at the rate of one share of Common Stock for every $.50 in principal and accrued interest that is converted. To exercise the conversion privilege, Holder shall surrender this Note to Company at its principal office along with a Holder of written conversion notice. This Note or a Security may convert the principal amount of such Security (or any portion thereof equal shall be deemed to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time have been converted immediately prior to the close of business on the Final Maturity Datedate of receipt of the Note, at even if Company's stock transfer books are on that date closed, and Holder shall be treated for all purposes as the Conversion Price then in effect; provided, however, that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, record holder of the shares of common stock deliverable upon such conversion right shall terminate at as of the close of business on such date. Holder may convert all or part of the Business Day immediately preceding principal and accrued interest, if any, from time to time. Upon election to convert all of the Redemption Date or Change in Control Purchase Dateprincipal amount and accrued interest of this Note, the Note will be cancelled. If all of the principal and accrued interest is converted then, as a condition to such conversion, Holder must surrender this Note to Company at Company's principal offices. In the case event of a partial conversion then, as a condition to such conversion, Holder must surrender the Note to Company for endorsement to reflect the amount owing at the time of such conversion. Upon conversion Company shall, as promptly as practicable after the surrender, deliver to Holder a certificate or certificates representing the securities into which this Note may bebe converted. Fractional shares shall not be issued, for but the conversion price of such Security or such earlier date fractional share will be paid in cash to Holder. The "conversion price" at which Common Stock shall be issuable upon conversion of this Note as provided in above in this Section 5 shall be subject to adjustment as follows. (a) In the Holder presents such Security for redemption or for purchase (unless the event Company shall default at any time or from time to time after the date hereof fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in making additional shares of Common Stock or other securities or rights convertible into, or entitling Holder thereof to receive directly or indirectly, additional shares of Common Stock ("Common Stock Equivalents") without payment of any consideration by such holder for the redemption payment additional shares of Common Stock or Change in Control Purchase Price payment when duethe Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), in which case then, as of such record date (or the date of such split, subdivision, dividend or distribution if no record date is fixed), the conversion right price shall terminate at be appropriately decreased so that the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may be). The number of shares of Common Stock issuable upon on conversion of a Security each share of such series shall be determined by dividing the principal amount increased in proportion to such increase of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article 4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Securityoutstanding shares. A Security in respect of which a Holder has delivered a Change in Control Purchase Notice pursuant to Section 3.8(c(b) exercising In the option of such Holder to require the event that 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 shall issue Additional Stock (as defined below) prior to or at any closing entitling any party to subscribe for or purchase shares of its capital stock without consideration or at a price per share that is lower than the close of business on conversion price, then 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 has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4.conversion price in

Conversion Privilege. Subject to the further provisions of this Article 4 and paragraph 8 of the Securities, a A Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple into cash and shares of $1,000 in excess thereof) into Common Stock at any time prior in accordance with paragraph 9 of the Securities, subject to the close provisions of business on this Article 10. Subject to the Final Maturity Datemethod of settlement as set forth herein, at the Conversion Price then in effect; provided, however, that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or 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 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 redeemed or purchased, as the case may be). The number of shares of Common Stock issuable upon conversion of a Security per $1,000 of Principal Amount at Maturity thereof (the "Conversion Rate") shall be determined by dividing that set forth in paragraph 9 in the principal amount Securities, subject to adjustment as herein set forth. The Company shall satisfy in cash its obligation with respect to the Accreted Principal Amount of the Security or portion thereof surrendered Securities to be converted, with the remaining amount, if any, to be satisfied in shares of Common Stock, in each case as set forth below. The settlement amount for conversion by each $1,000 Principal Amount at Maturity of the Securities shall be computed as follows: (i) a cash amount equal to the lesser of (i) the aggregate Accreted Principal Amount of the Securities to be converted on the Conversion Price Date and (ii) the Conversion Value of the Securities to be converted; and (ii) if the Conversion Value exceeds the aggregate Accreted Principal Amount of the Securities to be converted, a number of shares of Common Stock equal to the greater of (i) zero and (ii) the sum of, for each trading day of the Cash Settlement Averaging Period, the quotient of (A) 10% of the difference between (1) the product of the Conversion Rate then in effect and the Sale Price of the Common Stock for such day and (2) the Accreted Principal Amount of the Securities on the Conversion Date. The initial Conversion , divided by (B) the Sale Price is set forth in paragraph 8 of the Securities and Common Stock for such day. A Holder may convert a portion of the Principal Amount at Maturity of a Security if the portion is subject to adjustment as provided in this Article 4$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 a Security. A Security . In the event that the Ex-Dividend Time (or in the case of a subdivision, combination or reclassification, the effective date with respect thereto) with respect to a dividend, subdivision, combination or reclassification to which Section 10.06(1), (2), (3) or (5) applies occurs during the Cash Settlement Averaging Period, Sale Price shall be calculated for such period in a manner determined by the Board of which a Holder has delivered a Change in Control Purchase Notice pursuant Directors to Section 3.8(c) exercising reflect the option impact of such Holder dividend, subdivision, combination or reclassification on the Sale Price of the Common Stock during such period. If one or more conditions to require the conversion of the Securities as set forth in paragraph 9 of the Securities have been satisfied, the Company shall promptly notify the Holders and use its reasonable best efforts 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 post this information 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 has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to website or otherwise publicly disclose this Article 4information.

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article 4 and paragraph 8 of the SecuritiesX, a Holder of a Security may shall have the right, at such Holder's option, to convert the principal amount of such Security (all or any portion thereof equal (if the portion to be converted is $1,000 or any an integral multiple of $1,000 in excess thereof1,000) of such Security into shares of Common Stock at any time prior to the close of business on the Final Maturity Date, at the Conversion Price then in effect; providedeffect on the date of conversion: (1) during any Conversion Period, howeverif the Sale Price of the Common Stock for at least 20 Trading Days in the 30 Trading Day period ending on the first day of such Conversion Period exceeds 120% of the Conversion Price in effect on such 30th Trading Day (in the event that the Conversion Price on such 30th Trading Day is not the same as the Conversion Price in effect for each of such thirty Trading Days, thatthe Conversion Agent shall make such adjustments as it, in its discretion, deems appropriate in determining whether the foregoing condition has been met); (2) if such Security is has been called for redemption or submitted or presented for purchase pursuant to Article III hereof; or (3) as provided in Section (b) of this Section 10. 1. The Conversion Agent shall, on behalf of the Company, determine on a daily basis whether the Securities shall be convertible as a result of the occurrence of an event specified in clause (1) or clause (2) above and, if the Securities shall be so convertible, the Conversion Agent shall promptly deliver to the Company and the Trustee written notice thereof. Whenever the Securities shall become convertible pursuant to Section 10.1, the Company or, at the Company's request, the Trustee in the name and at the expense of the Company, shall notify the Holders of the event triggering such convertibility in the manner provided in Section 11.2, and the Company shall also publicly announce such information and publish it on the Company's Web site. Any notice so given shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. (b) In addition, in the event that: (1) (A) the Company distributes to all holders of its shares of Common Stock rights or warrants entitling them (for a period expiring within 60 days of the Record Date for such distribution) to subscribe for or purchase shares of Common Stock, at a price per share less than the Sale Price of the Common Stock on the Business Day immediately preceding the announcement of such distribution, (B) the Company distributes to all holders of its shares of Common Stock, cash or other assets, debt securities or rights or warrants to purchase its securities, where the Fair Market Value (as determined by the Board of Directors) of such distribution per share of Common Stock exceeds 10% of the Sale Price of a share of Common Stock on the Business Day immediately preceding the date of declaration of such distribution, or (C) a Change of Control occurs but Holders of Securities do not have the right to require the Company to purchase their Securities as a result of such Change of Control, because of the provisions set forth in Section 3.8(a)(2), then, in each case, the Securities may be surrendered for conversion right at any time on and after the date that the Company gives notice to the Holders of such right, which shall terminate at be not less than 20 days prior to the Ex-Dividend Time for such distribution, in the case of (A) or (B), or within 30 days after the occurrence of the Change of Control, in the case of (C), until the earlier of the close of business on the Business Day immediately preceding the Redemption Date Ex-Dividend Time or the date the Company announces that such distribution will not take place, in the case of (A) or (B), or the earlier of 30 days after the Company's delivery of the Change in of Control Purchase DateNotice or the date the Company announces that the Change of Control will not take place, as in the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase of (unless C). (2) the Company shall default in making consolidates with or merges into another corporation, or is a party to a binding share exchange pursuant to which the redemption payment or Change in Control Purchase Price 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 redeemed or purchased, as the case may be). The number of shares of Common Stock issuable upon conversion of a Security shall would be determined by dividing converted into cash, securities or other property as set forth in Section 10.4 hereof, then the principal amount of the Security or portion thereof Securities may be surrendered for conversion by at any time from and after the Conversion Price in effect on the Conversion Date. The initial Conversion Price date which is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article 4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a 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 15 days prior to the close date announced by the Company as the anticipated effective time of business on such transaction until 15 days after the Business Day immediately preceding the Change in Control Purchase Date in accordance with Section 3.9. A Holder actual date of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4transaction.

Conversion Privilege. Subject to the further provisions of this Article 4 and paragraph 8 of the SecuritiesSection 4.1, a Holder of a Security may may, at the Holder's option, convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to the close of business on the Final Maturity Date, at the Conversion Price then in effect; provided, however, that, if such Security is called for redemption or submitted -------- ------- or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or 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 Default in making the redemption payment or Change in Control Purchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such default Default is cured and such Security is redeemed or purchased, as the case may be). The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article 4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a 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 of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4.

Conversion Privilege. Subject to the further provisions of this Article 4 and paragraph 8 of the SecuritiesSection 4.1, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to the close of business on the Final Maturity Date, at the Conversion Price Rate then in effect; providedPROVIDED, howeverHOWEVER, that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date 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 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 redeemed or purchased, as the case may be). The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price Rate is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article 4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a 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 of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4.

Conversion Privilege. (a) Subject to the further provisions of this Article 4 and paragraph paragraphs 7 and 8 of the Securities, a Holder of a Security may convert convert, to the extent that a Conversion Termination has not occurred pursuant to the provisions of Section 4.2 of this Indenture, the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at the Conversion Rate then in effect and the Additional Conversion Payment at any time prior to the close of business on the Final Maturity Date, at the Conversion Price then in effect; provided, however, that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or 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 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 redeemed or purchased, as the case may be)purchase. The number of rate at which shares of Common Stock issuable shall be delivered upon conversion of a the Security (the "Conversion Rate") shall be determined by dividing the initially 55.172 shares of Common Stock for each U.S. $1,000 principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is Securities, subject to adjustment as provided in this Article 4. Provisions of this Indenture that apply . (b) In addition to conversion of all of delivering Common Stock at the Conversion Rate then in effect upon a Security also apply to conversion of a portion Security, the Company will also be required to deliver an additional conversion payment of a Security. A Security in respect $300 for each $1,000 principal amount of which Securities converted by a Holder has delivered a Change in Control Purchase Notice pursuant (the "Additional Conversion Payment"). The Company may, at its option, elect to Section 3.8(c) exercising deliver shares of Common Stock instead of cash for this Additional Conversion Payment if 95% of the option average 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 Closing Prices of withdrawal delivered to a Paying Agent the Common Stock for the five Trading Days immediately preceding the Trading Day prior to the close Conversion Date (the "Average Closing Price") is greater than the Additional Conversion Payment Price and the following additional conditions are met: (i) The shares of business Common Stock deliverable in payment of the Additional Conversion Payment shall have a fair market value of not less than $300. For purposes of Section 4.1, the fair market value of a share of Common Stock deliverable in payment of the Additional Conversion Payment shall be determined by the Company and shall be equal to 95% of the Average Closing Price; (ii) Such stock is, or shall have been, listed or admitted to trading on the Business Day immediately preceding New York Stock Exchange (the Change "NYSE") or, if the Common Stock is not admitted to trading on the NYSE, approved for quotation on The Nasdaq National Market or listed on another national securities exchange, in Control Purchase Date either case, prior to the Conversion Date; and (iii) All shares of Common Stock which may be issued upon conversion of Securities will be issued out of the Company's authorized but unissued Common Stock and, will upon issue, be duly and validly issued and fully paid and non-assessable and free of any preemptive rights. If all of the conditions set forth in this Section 4.1(b) are not satisfied in accordance with Section 3.9the terms thereof, the Additional Conversion Payment shall be paid by the Company only in cash. A Holder In the event that the Company elects to make the Additional Conversion Payment in Common Stock instead of Securities is cash, the Company will not entitled to any rights issue fractional shares of Common Stock. In lieu thereof, the Company will pay an amount in cash for the current market value of the fractional shares. The current market value of a holder fractional share shall be determined (calculated to the nearest 1/1000th of a share) by multiplying the Closing Price of the Common Stock until on the Trading Day immediately prior to the Conversion Date by such fractional share and rounding the product to the nearest whole cent. If more than one Security shall be surrendered by the same Holder has converted its Securities to and the Additional Conversion Payment shall be payable in shares of Common Stock, the number of full shares which shall be issuable upon such conversion shall be computed on the basis of the aggregate principal amount of the Securities so converted. For purposes of this Indenture, the "Additional Conversion Payment Price" shall initially be $11.65 per share, and only shall be subject to adjustment in the same proportion as any adjustments made to the extent such Securities are deemed to have been converted into Common Stock Conversion Rate pursuant to this Article 44 of this Indenture, as determined in good faith by the Board of Directors of the Company.

Conversion Privilege. Subject to the further provisions of this Article 4 and paragraph 8 of the SecuritiesSection 5.01, a Holder of a Security may may, at the Holder's option, convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to the close of business on the Final Maturity DateBusiness Day immediately proceeding November 1, 2008, at the Conversion Price then in effect; provided, however, that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 34, such conversion right shall terminate at the close of business 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 or for purchase (unless the Company shall default in making the redemption payment or Change in Control Purchase Price 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 redeemed or purchased, as the case may be). The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article 45. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. A Security in respect of which a Holder has delivered a Change in Control Purchase Notice pursuant to Section 3.8(c4.08(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 3.94.09. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 45.

Conversion Privilege. Subject to and upon compliance with the further provisions of this Article 4 and paragraph 8 2, at the option of the SecuritiesHolder thereof, a Holder any Note or any portion of a Security the principal amount thereof which is $1,000 or an integral multiple of $1,000, and which has not previously been redeemed pursuant to Article 3 hereof or purchased pursuant to Article 4 hereof, may convert be converted into that number of fully paid and nonassessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of such Security (the Note or any portion thereof equal surrendered for conversion by the Conversion Price in effect at such time, by surrender of the Note to $1,000 be so converted in whole or in part together with any integral multiple of $1,000 required funds, in excess thereof) into Common Stock the manner provided in Section 2.02, at any time following the issuance of the Notes and prior to the close of business on April 1, 2023. In addition, the Final Maturity DateCompany may, subject to Section 2.13, at the company's option, elect to pay all or a portion of the Conversion Obligation in cash. Holders may surrender Notes for conversion into Common Stock on any date within a calendar quarter if, as of the last day of the preceding calendar quarter, the Sale Price of the Common Stock for at least 20 consecutive Trading Days in a period of 30 consecutive Trading Days ending on the last Trading Day of the quarter is more than 130% of the Conversion Price then in effect; providedon the last Trading Day of the quarter. The Conversion Agent will, howeveron behalf of the Company, thatdetermine at the end of each quarter if the Notes are convertible and notify the Company and the Trustee and, upon receipt of such determination each quarter, if the Notes are convertible, the Company shall issue a press release indicating that the Notes are convertible and publish such Security is information on the Company's web site. In addition, even if the condition in the preceding paragraph has not been satisfied, a Holder may surrender for conversion a Note or portion of a Note: (i) if such Note or such portion thereof has been called for redemption or submitted or presented for purchase pursuant to Article 33 hereof, such conversion right shall terminate at until the close of business on the day that is two Business Day immediately preceding Days prior to 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 defaults on payment of the redemption payment or Change in Control Purchase Redemption Price 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 payment is redeemed made; (ii) if the Company consolidates with or purchasedmerges into another corporation, as or is a party to a binding share exchange pursuant to which the case may be). The number of shares of Common Stock issuable upon conversion of a Security shall would be determined by dividing the principal amount of the Security converted into cash, securities or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is other property as set forth in paragraph 8 Section 2.05 hereof, at any time from and after the date which is 15 days prior to the date announced by the Company as the anticipated effective time of such transaction until 15 days after the Securities and actual date of such transaction; or (iii) during any period after December 1, 2003 in which (A) the credit rating assigned to the Notes by Standard & Poor's Rating Services is subject below BBB-, (B) the credit rating assigned to adjustment as provided in this Article 4the Notes by such rating agency is suspended or withdrawn or (C) such rating agency is not then rating the Notes. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. A Security Note in respect of which a Holder has delivered a Purchase Notice or Change in of Control Purchase Notice pursuant to Section 3.8(c) 4.01 or Section 4.02 exercising the option of such Holder to require the Company to purchase such Security Note may be converted only if such Change in Control Purchase Notice notice of exercise 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 the terms of Securities is not entitled to any rights such Section, unless the Company defaults in the payment of a holder the applicable Purchase Price or Change of Common Stock Control Purchase Price, in which case such Note may be converted without such withdrawal until such Holder has converted its Securities to Common Stock, default is cured and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4payment is made.

Conversion Privilege. Subject At any time after 90 days following the latest date of original issuance of the Securities and prior to the further provisions close of this Article 4 and paragraph 8 of the Securitiesbusiness on September 15, 2007, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to (the close shares of business on Common Stock issuable upon such conversion, the Final Maturity Date"Conversion Shares"), at the Conversion Price conversion price then in effect, together with those rights specified in Section 4.6 hereof; provided, however, PROVIDED that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the third Business Day immediately preceding before the Redemption Date or Change in Control Purchase Date, as the case may be, redemption date 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 then 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 redeemed or purchased, as the case may beredeemed). The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price conversion price in effect on the Conversion Dateconversion date. The initial Conversion Price conversion price is set forth in paragraph 8 9 of the Securities and is subject to adjustment as provided in this Article 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 a Security. A Security in respect of which a Holder has delivered a Change in Control Purchase Repurchase Notice pursuant to Section 3.8(c3.11(b) exercising the option of such Holder to require the Company to purchase repurchase such Security may be converted only if such Change in Control Purchase Repurchase Notice is withdrawn by a written notice of withdrawal delivered to a the Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Purchase Repurchase Date in accordance with Section 3.93.12. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its his Securities to into Common StockStock and, and upon such conversion, only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4.

Conversion Privilege. Subject to the further provisions of this Article 4 and paragraph 8 of the Securities, a A Holder of a Security may convert the principal amount of -------------------- such Security (or any portion thereof equal to $1,000 or any integral multiple into shares of $1,000 in excess thereof) into Common Stock at any time prior (subject to the close limitation described in Section 3.03(5)) during the period stated in paragraph 9 of business on the Final Maturity Date, at the Conversion Price then in effect; provided, however, that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or 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 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 redeemed or purchased, as the case may be)Securities. The number of shares of Common Stock issuable upon conversion of a Security per $1,000 of Principal Amount thereof shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is that set forth in paragraph 8 of 9 in the Securities and is (the "Conversion Rate"), 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 4. Provisions the next succeeding sentence, in lieu of delivering such shares of Common Stock (the "Conversion Payment"); 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, whether or not the Company has delivered a notice pursuant to Section 10.02 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 10.02 for each per $1,000 Principal Amount of a Security also apply 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 Common Stock upon the conversion of a portion any Security pursuant to the terms of a Security. A Security this Article (other than cash in respect lieu of which a Holder has delivered a Change in Control Purchase Notice fractional shares pursuant to Section 3.8(c10.03) exercising if there has occurred (prior to, on or after, as the option of such Holder to require case may be, the Conversion Date or the date on which the Company to purchase delivers its notice of whether such Security may shall 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 into shares of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock or cash pursuant to Section 10.02) and is continuing an Event of Default (other than a default in such payment on such Securities), provided, however, that this Article 4sentence shall not apply in the event -------- ------- that an Event of Default occurs after such cash is paid.

Conversion Privilege. Subject to the further provisions of this Article 4 and paragraph 8 of the Securities, a A Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple into shares of $1,000 in excess thereof) into Common Stock at any time prior to the close of business on May 13, 2033, subject to the Final Maturity Dateprovisions of this Article 11 and paragraph 9 of the Securities. Upon determination that Holders are or will be entitled to convert their Securities into Common Stock in accordance with paragraph 9 of the Securities, at the Conversion Price then in effect; provided, however, that, if Company will issue a press release and publish such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business determination on the Business Day immediately preceding the Redemption Date Company's website or Change in Control Purchase Date, through such other public medium as the case Company 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 due, in which case the conversion right shall terminate use at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may be)that time. The number of shares of Common Stock issuable upon conversion of a Security per $1,000 of Principal Amount at Maturity thereof (the "Conversion Rate") shall be determined by dividing in accordance with the principal amount provisions of paragraph 9 of the Security or Securities. A Holder may convert a portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and Principal Amount at Maturity of a Security if the portion is subject to adjustment as provided in this Article 4$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 a Security. A Security . The Holders' rights to convert Securities into shares of Common Stock is subject to the Company's right to elect instead to pay each such Holder the amount of cash set forth in respect the next succeeding sentence, in lieu of which a Holder has delivered a Change in Control Purchase Notice delivering such shares of Common Stock, subject to the last sentence of this paragraph. The amount of cash to be paid pursuant to Section 3.8(c11.02 hereof for each $1,000 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) exercising the option date of such Holder the Company's notice of its election to require deliver cash upon conversion, if the Company to purchase such Security may be converted only if such Change in Control Purchase Notice is withdrawn by shall not have given a written notice of withdrawal delivered redemption pursuant to a Paying Agent prior to Section 3.03 hereof, or (ii) the close of business on Conversion Date, in 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 case of a holder conversion following such a notice of redemption specifying an intent to deliver cash upon conversion, 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 until such Holder has converted its Securities to Common Stock, and only upon the conversion of any Security pursuant to the extent 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 Securities are deemed to have been Security shall be converted into Common Stock or cash pursuant to this Article 4Section 3.02 hereof) and is continuing an Event of Default (other than a default in a cash payment upon conversion of such Security).

Conversion Privilege. Subject to the further provisions of this Article 4 and paragraph 8 of the SecuritiesSection 3.01, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to after the close of business on the Final Maturity Date, at the Conversion Price then in effect; provided, however, that, date hereof (but if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3Nine, such conversion right shall terminate at then only to and including but not after the close of business on the fifth 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 provided that no default by the Company in the payment of the Redemption Price shall default in making have occurred and be continuing on the redemption payment or Change in Control Purchase Price payment when due, Redemption Date in which case the such right of conversion right shall terminate be reinstated), at the close Conversion Price (as hereinafter defined) then in effect into shares of business on the date such default is cured and Company’s Common Stock; provided that, if the Holder of a Security tenders such Security is redeemed or purchasedpursuant to an Offer to Purchase made as a result of a Change in Control, as the case such Security may be)only be converted if such Holder properly withdraws its election to participate in such Offer to Purchase prior to consummation of such Offer to Purchase. The number of shares of the Company’s Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject Subject to adjustment or voluntary reduction as provided in this Article 43, 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 a 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 of Securities is not entitled to any rights of a holder of the Company’s Common Stock until such Holder has converted its Securities to the Company’s Common Stock, and only to the extent such Securities are deemed to have been converted into the Company’s Common Stock pursuant to this Article 43.

Conversion Privilege. Subject to the further provisions of this Article 4 and paragraph 8 of the Securities7, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 principal amount or any an integral multiple of $1,000 in excess thereofprincipal amount) into Common Stock, or cash or a combination of cash and shares of Common Stock if the Company shall so elect pursuant to Section 7.13 hereof, at any time prior to 5:00 p.m., New York City time, on the close of business on Business Day immediately preceding the Final Maturity Date, at the Conversion Price Rate then in effect; provided, however, that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right with respect to such Security shall terminate at the close of business 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 there shall be a default in making the redemption payment or Change in Control Purchase Price payment when dueof the Redemption Price, in which case the conversion right with respect to such Security shall terminate at the close of business 5:00 p.m., New York City time, on the date such default is cured and such Security is redeemed in accordance herewith; provided further, that, if a Fundamental Change Purchase Notice with respect 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 purchasedunless 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 shall be determined by dividing the per $1,000 principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion DateSecurities. The initial Conversion Price is set forth in paragraph 8 of the Securities and is Rate shall be subject to adjustment as provided in accordance with this Article 47. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. A Security in respect of which a Holder has . Securities delivered a Change in Control Purchase Notice pursuant for conversion will be deemed to Section 3.8(c) exercising the option of such Holder to require the Company to purchase such Security may be have been converted only if such Change in Control Purchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent at immediately prior to the close of business 5:00 p.m. on the Business Day immediately preceding the Change in Control Purchase Date in accordance with Section 3.9Conversion Date. A 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 Common Stock) its Securities to Common Stock, Stock and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 47.

Conversion Privilege. Subject to the further provisions of this Article 4 XII and paragraph 8 of the Securities2006 Notes, a Holder of a Security 2006 Note may convert the principal amount of such Security 2006 Notes (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to the close of business on the Final Maturity Datefourth Trading Day prior to the final maturity date, at the Conversion Price then in effect; provided, however, that, if such Security 2006 Note is called for redemption or submitted or presented for purchase pursuant to Article 3III, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or Change in Control Purchase Date, as the case may be, for such Security 2006 Note or such earlier date as the Holder presents such Security 2006 Note for redemption or for purchase (unless the Company shall default in making the redemption payment or Change in Control Purchase Price 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 2006 Note is redeemed or purchased, as the case may be). The number of shares of Common Stock issuable upon conversion of a Security 2006 Note shall be determined by dividing the principal amount of the Security 2006 Note or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities 2006 Notes and is subject to adjustment as provided in this Article 4XII. Provisions of this Indenture that apply to conversion of all of a Security 2006 Note also apply to conversion of a portion of a Security. 2006 Note. A Security 2006 Note in respect of which a Holder has delivered a Change in Control Purchase Notice pursuant to Section 3.8(c3.13(c) exercising the option of such Holder to require the Company to purchase such Security 2006 Note 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 3.93.14. A Holder of Securities 2006 Notes is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities 2006 Notes to Common Stock, and only to the extent such Securities 2006 Notes are deemed to have been converted into Common Stock pursuant to this Article 4XII.

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article 4 and paragraph 8 Article, at the option of the SecuritiesHolder, a Holder any Security or any portion of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any which is an integral multiple of $1,000 in excess thereof) into Common Stock may be converted at any time prior to maturity at the close principal amount thereof, or of business on the Final Maturity Datesuch portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stock, at the Conversion Price then in effect; Price, determined as hereinafter provided, however, that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate in effect at the close time of business on conversion. (b) The conversion rate applicable to the Business Day immediately preceding Securities, at any time, shall equal (A) $1,000 divided by the Redemption Date Conversion Price at such time, rounded to three decimal places (rounded up if the fourth decimal place thereof is 5 or Change in Control Purchase Date, as more and otherwise rounded down) (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 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 redeemed or purchased, as the case may be"Conversion Rate"). 1. The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article 4IV. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. . A Security in respect of which a Holder has delivered an Optional Repurchase Notice pursuant to Section 5.1 or a Change in Control Purchase Repurchase Notice pursuant to Section 3.8(c12.1(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Optional Repurchase Notice or Change in Control Purchase Notice Repurchase Notice, as the case may be, 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 Optional Repurchase Date or Change in Control Purchase Date Repurchase Date, as the case may be, in accordance with Section 3.9Sections 5.9 or 12.2, respectively. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4IV.

Conversion Privilege. Subject to the further provisions of 2020 Debentures shall be convertible in accordance with their terms and in accordance with this Article 4 and paragraph 8 of the Securities, a Article. A Holder of a Security 2020 Debenture may convert the principal amount Principal Amount of such Security 2020 Debenture (or any portion thereof equal to a Principal Amount of $1,000 or any integral multiple of a Principal Amount of $1,000 in excess thereof) into Common Stock at any time prior to the close of business on the Final Maturity Datedate specified in the 2020 Debentures, at the Conversion Price Rate then in effect; provided, however, that, if such Security . In case a 2020 Debenture or portion thereof is called for redemption or submitted or presented for purchase pursuant to Article 3III, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or Change in Control Purchase Date, as the case may be, for such Security 2020 Debenture or such earlier date as the Holder presents such Security 2020 Debenture for redemption or for purchase (unless the Company shall default in making the redemption payment or Change in Control Purchase Price 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 2020 Debenture is redeemed or purchased, as the case may beredeemed). The number of shares of Common Stock issuable upon conversion of a Security 2020 Debenture per $1,000 of Principal Amount thereof (the "Conversion Rate") shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is that set forth under "Conversion" in paragraph 8 of the Securities and is 2020 Debentures, subject to adjustment as provided in this Article 4herein 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 a Security. 2020 Debenture. A Security 2020 Debenture in respect of which a Holder has delivered a Repurchase Notice or 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 2020 Debenture, may be converted only if such Change in Control Purchase Notice notice of exercise 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 3.9the terms of this Indenture. A Holder of Securities 2020 Debentures is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities 2020 Debentures to Common Stock, and only to the extent such Securities 2020 Debentures are deemed to have been converted into Common Stock pursuant to this Article 4XI.

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article 4 IV and paragraph 8 6 of the Securities, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to the close of business on the Final Maturity DateSecurity, at the Conversion Price then in effect; provided, however, that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close option of business 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 duethereof, any Security, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed whole or purchasedin part, as the case may be). The number of be converted into Cash, shares of Common Stock issuable upon conversion or a combination of Cash and shares of Common Stock, at the Company’s option, at a Security shall be determined by dividing Conversion Rate (the “Conversion Rate”), initially equivalent to 105.0696 shares of Common Stock per $1,000 principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is Securities, subject to adjustment as provided in this Article 4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a 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 4.6, on or prior to the close of business on the Business Day immediately preceding the applicable Final Maturity Date. The Securities shall be convertible at any time prior to close of business on the Business Day immediately preceding the applicable Final Maturity Date. (b) If a Holder elects to convert its Securities in connection with a Fundamental Change and during the period beginning on the date of the applicable Fundamental Change Company Notice and ending at the close of business on the second Trading Day preceding the applicable Fundamental Change Purchase Date, then the Conversion Rate of the Securities being converted by such Holder shall be increased in Control Purchase Date the manner set forth below; provided that if the Stock Price in accordance such transaction is greater than $40.00 or less than $7.05 (subject in each case to adjustment in the same manner as the Stock Prices as described at the end of this Section 4.1(b)), no increase in the Conversion Rate shall be made. For the avoidance of doubt, the increases provided for in this Section 4.1(b) shall only be made with Section 3.9. A Holder of respect to the Securities is being converted in connection with such Fundamental Change and shall not entitled be effective as to any rights Securities not so converted. The increase in the Conversion Rate, expressed as a number of a holder additional shares of the Common Stock to be received per $1,000 principal amount of Securities, will be determined by the Company by reference to (i) with respect to the 2010 Securities, the table attached as Schedule A hereto and (ii) with respect to the 2012 Securities, the table attached as Schedule B hereto, in each case based on the date the Fundamental Change becomes effective (the “Effective Date”) and the price paid per share of Common Stock until in the corporate transaction that gives rise to the Fundamental Change (the “Stock Price”); provided that if a Holder of the Common Stock receives only Cash in such Holder corporate transaction, the Stock Price shall be the Cash amount paid per share. In all other cases, the Stock Price will be the average of the stock price per share of the Common Stock (or any security into which the Common Stock has been converted in connection with a Fundamental Change) on the five consecutive Trading Days beginning on the second Trading Day after the date on which the Company mailed the Fundamental Change Company Notice pursuant to Section 3.1(b), provided, however, that if, in connection with a Fundamental Change, all or a portion of the Common Stock is converted into cash or some other consideration (other than publicly traded securities), the Stock Price will be determined based on the face amount of the cash received or the fair market value of such other consideration received, in each case per share of Common Stock and on a weighted average basis; provided further that if the Stock Price is between two Stock Price amounts in the applicable table or the Effective Date is between two Effective Dates in the applicable table, the Company shall determine the increased Conversion Rate by a straight-line interpolation between the Conversion Rates set forth for the higher and lower Stock Price amounts and the two dates, based on a 365 day year, as applicable. The Stock Prices set forth in the first column of the table set forth on Schedule A or Schedule B will be adjusted on each occasion when the Conversion Rate of the applicable Securities is adjusted. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of additional shares of Common Stock will be adjusted in the same manner as the Conversion Rate as set forth in Section 4.6. (c) At any time prior to the applicable Maturity Date, the Company may irrevocably elect, with respect to any Series of Securities, in its sole discretion, to satisfy the Conversion Obligation for the remaining term of the applicable Series of Securities either (i) in cash for the lesser of 100% of the principal amount of the Securities converted and the Conversion Value of the Securities converted, with any amount by which such Conversion Value exceeds the principal amount of such Securities (the “Remaining Conversion Obligation”) to be satisfied in cash, shares of Common Stock or a combination of Cash and shares of Common Stock, and at the Company’s option, (the “Net Share Settlement Election”) or (ii) only to the extent such Securities are deemed to have been converted into in shares of Common Stock pursuant to this Article 4(the “Share Settlement Election”).

Conversion Privilege. Subject to the further provisions of this Article 4 and paragraph 8 of the SecuritiesSection 4.1, a Holder of a Security may may, at the Holder's option, convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to the close of business on the Final Maturity Date, at the Conversion Price then in effect; provided, however, that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or 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 Default in making the redemption payment or Change in Control Purchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such default Default is cured and such Security is redeemed or purchased, as the case may be). The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion 33 -27- Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article 4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a 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 of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4.

Conversion Privilege. Subject to the further provisions of this Article 4 and paragraph 8 of the Securities, a A Holder of a an Applicable Security may convert the principal amount of such Applicable Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior during the periods and subject to the close conditions stated in paragraph 8 of business on the Final Maturity DateApplicable Securities, at subject to the Conversion Price then in effect; provided, however, that, if such Security is called for redemption or submitted or presented for purchase pursuant to provisions of this Article 3, such conversion right shall terminate at the close of business 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 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 redeemed or purchased, as the case may be)VIII. The number of shares of Common Stock issuable upon conversion of a an Applicable Security per $1,000 of principal amount thereof (the "Conversion Rate") shall be determined by dividing 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 portion of the principal amount of an Applicable Security if the Security portion is $1,000 or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 an integral multiple of the Securities and is subject to adjustment as provided in this Article 4$1,000. Provisions of this Supplemental Indenture that apply to conversion of all of a an Applicable Security also apply to conversion of a portion of an Applicable Security. The Trustee (or other Conversion Agent appointed by the Company) shall, on behalf of the Company, determine on a Security. A Security daily basis whether the Applicable Securities shall be convertible as a result of the occurrence of an event specified in respect paragraph 8 of which a Holder has delivered a Change in Control Purchase Notice 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 the Conversion Agent) written notice thereof. Whenever the Applicable Securities shall become convertible pursuant to Section 3.8(c) exercising the option of such Holder to require foregoing condition, the Company or, at the Company's request, the Trustee in the name and at the expense of the Company, shall promptly notify the Holders of the event triggering such convertibility in the manner provided under the Indenture, and the Company shall use its reasonable best efforts to purchase publish 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 information on the Company's website and publicly announce such information through Dow ▇▇▇▇▇ & Company, Inc. or Bloomberg Business Day immediately preceding the Change in Control Purchase Date in accordance with Section 3.9News. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed Any notice so given shall be conclusively presumed to have been converted into Common Stock pursuant to this Article 4duly given, whether or not the Holder receives such notice.

Conversion Privilege. Subject to the further provisions of this Article 4 and paragraph 8 of the Securities, a A Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into cash, and, if applicable, Common Stock Stock, at any time prior after the Issue Date in accordance with the provisions below and in paragraph 9 of the Securities. Subject to the close of business on cash settlement procedures set forth below, the Final Maturity Date, at the Conversion Price then in effect; provided, however, that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or 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 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 redeemed or purchased, as the case may be). The number of shares of Common Stock issuable upon conversion of a Security per $1,000 of Principal Amount at Maturity thereof (the “Conversion Rate”) shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is that set forth in paragraph 8 of 9 in the Securities and is Securities, subject to adjustment as provided in this Article 4herein set forth. 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 a Security. A Security in respect . Subject to certain exceptions, if Securities are tendered for conversion, the value (the “Conversion Value”) of which a Holder has delivered a Change in Control Purchase Notice pursuant to Section 3.8(c) exercising the option cash and shares 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 has converted its Securities to Common Stock, and only if any, to be received by a holder converting $1,000 principal amount at maturity of the Securities will be determined by multiplying the applicable Conversion Rate by the average of the Sale Prices of the Common Stock for the ten consecutive trading days beginning on the second trading day immediately following the day on which the Securities are submitted for conversion (the “Cash Settlement Averaging Period”). Upon conversion of Securities, the Conversion Value will be delivered to Securityholders as follows: (1) an amount in cash (the “Principal Return”) equal to the extent lesser of (a) the Conversion Value of each Security to be converted and (b) the Accreted Principal Amount of each Security to be converted, (2) if the Conversion Value of the Securities to be converted is greater than the Accreted Principal Amount, an amount in whole shares (the “Net Shares”), calculated as described below, equal to such Securities are deemed Conversion Value less the Principal Return (the “Net Share Amount”), and (3) an amount in cash in lieu of any fractional shares of Common Stock. The number of Net Shares to have been converted into be paid will be equal to the greater of (i) zero and (ii) the sum of, for each trading day during the Cash Settlement Averaging Period, the quotient of (A) 10% of the difference between (1) the product of the Conversion Rate in effect and the Sale Price of the Common Stock pursuant for such day; and (2) the Accreted Principal Amount of the Securities to this Article 4be converted as of the conversion date, divided by (B) the Sale Price of the Common Stock.

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article 4 and paragraph 8 ARTICLE FOUR, at the option of the Holder, any Security may be converted, unless previously repurchased or converted, into duly authorized, fully paid and nonassessable shares of Common Stock, if any of the conditions to conversion set forth in Section 401(b) are satisfied. Conversion rights are subject to the following: (A) prior to the Stockholder Approval, the Company's obligation to pay cash in lieu of Common Stock as described in the paragraph below and (B) after the Stockholder Approval, the Company's right to pay Common Stock, cash or a combination of cash and Common Stock. Until the Company obtains the Stockholder Approval, the Company will deliver upon conversion (other than a conversion pursuant to Section 401(b)(2)): (i) an amount of cash equal to the lesser of (A) the principal amount of the Securities to be converted, or (B) the aggregate Conversion Value of such Securities, and (ii) a number of shares of Common Stock, not to exceed 14.9600 shares (after the 2003 Stock Split, 22.4400 shares) of Common Stock per Security, equal to the quotient of (i) the excess (if any) of the aggregate Conversion Value of such Securities over their aggregate principal amount divided by (ii) the arithmetic average of the Volume Weighted Average Prices of the Common Stock during the Cash Settlement Average Period. Notwithstanding the foregoing, until the Company obtains the Stockholder Approval, the aggregate shares of Common Stock the Company may deliver pursuant to this ARTICLE FOUR will be limited to the Capped Shares. After the Company obtains the Stockholder Approval, the Company will deliver, upon conversion (other than a conversion pursuant to Section 401(b)(2), Common Stock, cash or a combination of cash and Common Stock and the aggregate number of shares the Company may deliver pursuant to this ARTICLE FOUR will no longer be limited to the Capped Shares. To the extent a Holder converts one or more Securities pursuant to Section 401(b)(2), the Company will deliver: (i) prior to Stockholder Approval, an amount of a Security may convert cash equal to the lesser of (A) the aggregate Conversion Value of such Securities, or (B) the principal amount of such Security Securities, or (ii) if such conversion occurs after the Stockholder Approval, such Holder will receive cash, Common Stock or a combination of cash and Common Stock set forth in Section 403(a)(4). (b) Subject to and in compliance with this ARTICLE FOUR, the Securities or any portion thereof equal to $1,000 or may be converted if any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to the close of business on the Final Maturity Date, at the Conversion Price then in effect; provided, however, that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or 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 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 redeemed or purchased, as the case may be). The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conditions to conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article 4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a SecuritySection 401(b) are satisfied. 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 of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4.

Conversion Privilege. (a) Subject to the further provisions of this Article 4 and paragraph 8 6 of the Securities, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to the close of business on the Final Maturity Date, at the Conversion Price then in effect; provided, however, that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at upon the close delivery of business on the Business Day immediately preceding the Redemption Date or a Change in Control Purchase DateNotice 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 redemption or for purchase (unless the Company shall default in making the redemption payment or Change in Control Purchase Price 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 redeemed or purchased, as the case may be). The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 6 of the Securities and is subject to adjustment as provided in this Article 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 a Security. . A Holder of a Security is not entitled to receive any accrued and unpaid interest in respect of which a Holder has delivered a Change in Control Purchase Notice pursuant to Section 3.8(c) exercising the option Security upon, or from and after, the conversion 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 3.9Security. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4.

Conversion Privilege. Subject to the further provisions of 2037 Notes shall be convertible in accordance with their terms and in accordance with this Article 4 and paragraph 8 of the Securities, a Article. A Holder of a Security 2037 Note may convert the principal amount Principal Amount of such Security 2037 Note (or any portion thereof equal to a Principal Amount of $1,000 or any integral multiple of a Principal Amount of $1,000 in excess thereof) into Common Stock into, for each $1,000 Principal Amount of 2037 Notes converted, cash and Ordinary Shares, if any, equal to the sum of the Daily Settlement Amounts (such sum, the “Conversion Proceeds”) for each of the 20 VWAP Trading Days during the relevant Conversion Period, at any time prior to during the close period set forth under the caption “Conversion” in the 2037 Notes of business on such series upon the Final Maturity Dateoccurrence of any of the events set forth under the caption “Conversion” in the 2037 Notes of each series, at in amounts reflecting the Conversion Price Rate then in effect; provided, however, thatthat the Company will pay cash in lieu of fractional shares based upon the VWA Price on the last VWAP Trading Day in the Conversion Period as described in Section 11.04. If an event requiring an adjustment pursuant to Section 11.07 hereof occurs during the Conversion Period, if such Security the Company will make proportional adjustments to the Daily Settlement Amount for each VWAP Trading Day during the portion of the Conversion Period preceding the effective date of the adjustment event. In case a 2037 Note or portion thereof is called for redemption or submitted or presented for purchase pursuant to Article 3Three, such conversion right shall terminate at the close of business on the Business Day immediately preceding prior to the Redemption Date earlier of (a) December 15, 2037 and (b) the date on which such 2037 Note (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 portion thereof) is redeemed (unless the Company shall default in making the redemption payment or Change in Control Purchase Price 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 2037 Note is redeemed or purchased, as the case may beredeemed). The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article 4. Provisions of this Indenture that apply to conversion of all of a Security 2037 Note also apply to conversion of a portion of a Security. 2037 Note. A Security 2037 Note in respect of which a Holder has delivered a Repurchase Notice or Fundamental 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 2037 Note, may be converted only if such Change in Control Purchase Notice notice of exercise 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 3.9the terms of the Indenture. A Holder of Securities 2037 Notes entitled to receive any Ordinary Shares upon conversion of 2037 Notes is not entitled to any rights of a holder Holder of Common Stock Ordinary Shares until such Holder has converted its Securities 2037 Notes to Common StockOrdinary Shares, and only to the extent such Securities 2037 Notes are deemed to have been converted into Common Stock Ordinary Shares pursuant to this Article 4Eleven.