Common use of Conversion Procedure Clause in Contracts

Conversion Procedure. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security.

Conversion Procedure. In order to exercise To convert a Security, a Holder must (a) complete and manually sign the conversion privilegenotice on the back of the Security and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." As soon as practicable after the Conversion Date, the Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained fractional shares pursuant to Section 9.24.3. Anything herein to the contrary notwithstanding, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global SecuritySecurities, for which the customary procedures of the depositary will apply). conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date regular record date to the opening of business on such Interest Payment Date shall the next succeeding interest payment date (except in the case of excluding Securities or portions thereof which have been called for redemption or presented for purchase upon a Change in Control on a Redemption Date within or Change in Control Purchase Date, as the case may be, during the period beginning at the close of business on a regular record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such periodinterest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities such Security then being surrendered for conversionconverted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in the immediately preceding sentencethis Section 4.2, no payment or adjustment shall will be made upon for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to Security is registered at the close of business on a record date to receive the day of surrender of interest payable on such Securities for conversion Security on the related interest payment date in accordance with the foregoing provisions, and at such time the rights terms of the Holders of such Securities as Holders shall cease, this Indenture and the Person or Persons entitled to receive Securities. If a Holder converts more than one Security at the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such same time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the aggregate principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy all requirements in the Securities or the Securities Resolution and (i) complete and manually sign the conversion privilege, notice (the Holder of any "Conversion Notice") provided for in the Securities Resolution or the Security to be converted shall surrender (or complete and manually sign a facsimile thereof) and deliver such notice to the Company such Security, duly endorsed Conversion Agent or assigned to the Company or in blank, at any other office or agency maintained for such purpose, (ii) surrender the Security to the Conversion Agent or at such other office or agency by physical delivery, (iii) if required, furnish appropriate endorsements and transfer documents, and (iv) if required, pay all transfer or similar taxes. The date on which such notice shall have been received by and the Security shall have been so surrendered to the Conversion Agent is the "Conversion Date." Such Conversion Notice shall be irrevocable and may not be withdrawn by a Holder for any reason. The Company will complete settlement of any conversion of Securities not later than the fifth business day following the Conversion Date in respect of the Company maintained pursuant cash portion elected to Section 9.2, accompanied by written notice be delivered in lieu of conversion in substantially the form set forth in securities into which the Security (except is convertible and not later than the seventh business day following the Conversion Date in the case of a depositary of a Global Security, for which the customary procedures respect of the depositary will apply)portion to be settled in such securities. Securities surrendered If any Security is converted between the record date for conversion during the period from payment of interest and the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on succeeding interest payment date, such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) Security must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date succeeding interest payment date on the principal amount so converted (unless such Security shall have been called for redemption during such period, in which case no such payment shall be required). A Security converted on an interest payment date need not be accompanied by any payment, and the interest on the principal amount of Securities the Security being surrendered for conversion. Except as provided in converted will be paid on such interest payment date to the registered holder of such Security on the immediately preceding sentencerecord date. Subject to the aforesaid right of the registered holder to receive interest, no payment or adjustment shall will be made upon any on conversion on account of any for interest accrued on the Securities surrendered converted Security or for interest, dividends or other distributions payable on any security issued on conversion. If a Holder converts more than one Security at the same time, the securities into which the Security is convertible which are issuable upon such conversion or on account of any dividends on the Common Stock issued cash payable upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as based on the record holder or holders total principal amount of such Common Stock at and after such timethe Securities converted. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable same series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the Security surrendered; except that if a global Security is so surrendered the Trustee shall authenticate and, if applicable, deliver to the depository a new global Security of the same series in a denomination equal to and in exchange for the unconverted portion of the principal amount of such Securitythe global Security so surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. In order to exercise To convert a Security, a Holder must (i) complete and manually sign the conversion privilegenotice on the back of the Security and deliver such notice to a Conversion Agent, (ii) surrender the Security to a Conversion Agent and (iii) pay any tax required pursuant to Section 18.4. The date on which the Holder satisfies all those requirements is the conversion date (the "Conversion Date"). Unless the Guarantor shall have notified the Trustee and the Holder that the Guarantor has elected to pay such Holder a Cash Alternative pursuant to Section 18.1, the Guarantor shall deliver to the Holder as soon as practicable, but in any event no later than the seventh Business Day following the Conversion Date, through a Conversion Agent, a certificate for the number of whole Shares issuable upon the conversion, payment for accrued interest on such Security, to the extent required by this Section 18.2, and, if applicable, cash in lieu of any fractional shares pursuant to Section 18.3. Except as provided in Section 18.1, if the Guarantor shall have notified the Holder of any Security the Guarantor's election to be converted pay such Holder a Cash Alternative, the Guarantor shall surrender deliver to the Company Holder surrendering such Security, duly endorsed or assigned Security the Cash Alternative Payment with respect to such Security not later than ten Trading Days following such Conversion Date. Anything herein to the Company or in blankcontrary notwithstanding, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global SecuritySecurities, for which the customary procedures of the depositary will apply). conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The person in whose name the share certificate is registered shall be treated as a shareholder of record on and after the Conversion Date; provided, however, that no surrender of a Security on any date when the share transfer books of the Guarantor shall be closed shall be effective to constitute the Person or Persons entitled to receive the Shares upon such conversion as the record holder or holders of such Shares on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such Shares as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Ratio in effect on the Conversion Date, as if the share transfer books of the Guarantor had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends on any shares except as provided in this Article 18. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such the next succeeding Interest Payment Date shall (except in the case of excluding Securities or portions thereof which have been called for redemption or presented for purchase on a Redemption Date within or Change of Control Purchase Date, as the case may be, during the period beginning at the close of business on a Regular Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such periodinterest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities such Security then being surrendered for conversionconverted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security. Except as otherwise provided in the immediately preceding sentencethis Section 18.2, no payment or adjustment shall will be made upon for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to Security is registered at the close of business on a Regular Record Date to receive the day of surrender of interest payable on such Securities for conversion Security on the related Interest Payment Date in accordance with the foregoing provisions, and at such time the rights terms of the Holders of such Securities as Holders shall cease, this Indenture and the Person or Persons entitled to receive Securities. If a Holder converts more than one Security at the Common Stock same time, the number of Shares issuable upon the conversion shall be treated for all purposes as based on the record holder or holders aggregate principal amount of such Common Stock at and after such timeSecurities converted. As promptly as practicable on or after the conversion dateUpon surrender of a Security that is converted in part, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversionexecute, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy all requirements in the Securities or the Securities Resolution and (i) complete and manually sign the conversion privilege, notice (the Holder of any "Conversion Notice") provided for in the Securities Resolution or the Security to be converted shall surrender (or complete and manually sign a facsimile thereof) and deliver such notice to the Company such Security, duly endorsed Conversion Agent or assigned to the Company or in blank, at any other office or agency maintained for such purpose, (ii) surrender the Security to the Conversion Agent or at such other office or agency by physical delivery, (iii) if required, furnish appropriate endorsements and transfer documents, and (iv) if required, pay all transfer or similar taxes. The date on which such notice shall have been received by and the Security shall have been so surrendered to the Conversion Agent is the "Conversion Date." Such Conversion Notice shall be irrevocable and may not be withdrawn by a Holder for any reason. The Company will complete settlement of any conversion of Securities not later than the fifth business day following the Conversion Date in respect of the Company maintained pursuant cash portion elected to Section 9.2, accompanied by written notice be delivered in lieu of conversion in substantially the form set forth in securities into which the Security (except is convertible and not later than the seventh business day following the Conversion Date in the case of a depositary of a Global Security, for which the customary procedures respect of the depositary will apply)portion to be settled in such securities. Securities surrendered If any Security is converted between the record date for conversion during the period from payment of interest and the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on succeeding interest payment date, such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) Security must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date succeeding interest payment date on the principal amount so converted (unless such Security shall have been called for redemption during such period, in which case no such payment shall be required). A Security converted on an interest payment date need not be accompanied by any payment, and the interest on the principal amount of Securities the Security being surrendered for conversion. Except as provided in converted will be paid on such interest payment date to the registered holder of such Security on the immediately preceding sentencerecord date. Subject to the aforesaid right of the registered holder to receive interest, no payment or adjustment shall will be made upon any on conversion on account of any for interest accrued on the Securities surrendered converted Security or for conversion interest, dividends or other distributions payable on account of any dividends security issued on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to If a Holder converts more than one Security at the close of business on same time, the day of surrender of such Securities for conversion in accordance with securities into which the foregoing provisions, and at such time Security is convertible issuable or cash payable upon the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as based on the record holder or holders total principal amount of such Common Stock at and after such timethe Securities converted. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the Security surrendered; except that if a global Security is so surrendered the Trustee shall authenticate and, if applicable, deliver to the depository a new global Security in a denomination equal to and in exchange for the unconverted portion of the principal amount of such Securitythe global Security so surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy the conversion privilege, requirements in paragraph 9 of the Securities. The date on which the Holder of any Security to be converted shall surrender to Securities satisfies all those requirements is the Company such Security, duly endorsed or assigned to conversion date (the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply"Conversion Date"). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly soon as practicable on or after the conversion date, Conversion Date the Company shall issue and shall deliver at such office or agency to the Holder, through the Conversion Agent, a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment the conversion and Cash in lieu of any fraction fractional share determined pursuant to Section 11.03. The Person in whose name the certificate is registered shall be treated as the stockholder of record on and after the Conversion Date; provided, however, that -------- ------- no surrender of a shareSecurity on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such Person shall no longer be a Holder of such Security. No payment on the Securities or adjustment of the Conversion Rate will be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 12.3this Article 11. In On conversion of a Security, that portion of accrued Original Issue Discount attributable to the case period from the Issue Date of any the Security which to the Conversion Date with respect to the converted Security shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the Cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the provisions hereof. If a Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount of the Securities converted. Upon surrender of a Security that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount to the unconverted portion of the principal amount of such SecuritySecurity surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that it is not a Legal Holiday.

Conversion Procedure. In order to exercise To convert a Security, a Holder must (1) complete and sign the conversion privilegenotice on the back of the Security, (2) surrender the Security to the Trustee, (3) furnish appropriate endorsements and transfer documents if required by the Trustee, (4) pay any transfer or similar tax if required, and (5) provide funds, if applicable, required pursuant to the next paragraph. The date on which the Holder satisfies all such requirements is the conversion date. As soon as practicable, the Holder of any Security Company shall deliver, or shall cause the Trustee to be converted shall surrender to deliver, upon the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency order of the Company maintained pursuant to Section 9.2Holder, accompanied by written notice a certificate for the number of full shares of Common Stock or such other security issuable upon the conversion and a check for any fractional share. The Persons in substantially whose name the form set forth in certificate is registered shall be treated as a stockholder of record on and after the conversion date. Any Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on the record date for any Regular Record Date next preceding any Interest Payment Date interest payment date to the opening close of business on such Interest Payment Date the Business Day next preceding the following interest payment date shall (except in the case of Securities unless such Security or portions portion thereof which shall have been called for redemption on a Redemption Date within date fixed for redemption which occurs during the period beginning at the close of business on such periodrecord date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by payment payment, in New York Clearing House funds or other funds acceptable to the Company Company, of an amount equal to the interest otherwise payable on such Interest Payment Date interest payment date on the principal Principal amount being converted; provided, however, that no such payment need be made if there shall exist at the conversion date a Default in the payment of Securities being surrendered interest on the Securities. Notwithstanding Section 3.1, if a holder has paid an amount equal to the interest otherwise payable in accordance with the preceding sentence and the Company thereafter defaults in the payment of interest on such interest payment date, such Defaulted Interest, together with interest thereon shall be paid to the Person who made such required payment no later than the payment date set in accordance with Section 11.1. Except as provided above in this Section 15.2, no payment or other adjustment shall be made for conversioninterest accrued on any Security converted or for dividends on any securities issued on conversion of the Security. Except as provided in the immediately preceding sentenceparagraph, no payment the Company’s delivery of the fixed number of shares of Common Stock, Preferred Stock or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall such other security into which a Security is convertible will be deemed to have been converted immediately prior satisfy the Company’s obligation to pay the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights Principal amount of the Holders of such Securities as Holders shall cease, Security and the Person all accrued interest (and original issue discount) that has not previously been (or Persons entitled to receive the is not simultaneously being) paid. The Common Stock issuable upon conversion shall be or such other security is treated for all purposes as issued first in payment of accrued interest (and original issue discount) and then in payment of Principal. Thus, accrued interest (and original issue discount) are treated as paid rather than canceled. If a Holder converts more than one Security at the record holder or holders of such Common Stock at and after such same time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares issuable and payment pursuant to Section 15.3 upon the conversion shall be based on the total Principal amount of Common Stock issuable upon conversion, together with any payment in lieu of any fraction the Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal Principal amount equal to the unconverted portion Principal amount of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Note, a Holder must (a) complete and manually sign the conversion privilegenotice on the back of the Note and deliver such notice to the Company, (b) surrender the Note to the Company, (c) furnish appropriate endorsements and transfer documents if required by the Company, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the “Conversion Date.” As soon as practicable after the Conversion Date applicable to a Note, the Company shall deliver to the Holder of such Note (i) a certificate for the number of whole shares of Common Stock issuable upon the conversion of such Note, (ii) cash in lieu of any Security fractional shares to be converted shall surrender to issued upon the Company conversion of such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained Note pursuant to Section 9.23.3, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Securityiii) interest accrued, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business but unpaid, on any Regular Record Date next preceding any Interest Payment Date such Note to the opening of business on such Interest Payment Conversion Date shall and (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such periodiv) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment total cash dividends paid from the date of original issuance of the Note to the Conversion Date on the principal amount number of Securities shares of Common Stock being surrendered for conversionconverted. Except as provided The person in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on whose name the Common Stock issued upon conversion. Securities certificate is registered shall be deemed to have been converted immediately prior to be a stockholder of record at the close of business on the day of Conversion Date; provided, however, that no surrender of such Securities for conversion in accordance with a Note on any date when the foregoing provisions, and at such time the rights stock transfer books of the Holders of such Securities as Holders Company shall cease, and be closed shall be effective to constitute the Person person or Persons persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock at and after on such time. As promptly as practicable on or after the conversion date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Applicable Conversion Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Note, such person shall issue and shall deliver no longer be a Holder of such Note. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Note except as set forth in the succeeding paragraph. If a Holder converts more than one Note at such office or agency a certificate or certificates for the same time, the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the aggregate principal amount of any fraction Notes converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which Note that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations Note equal in aggregate principal amount equal to the unconverted portion of the principal amount Note surrendered. Any such Note shall be dated so that there shall be no loss of interest on such SecurityNote.

Conversion Procedure. In order To convert a Debenture after the Effective Time, a Holder must satisfy the requirements in paragraph 8 of the Debentures and (i) complete and manually sign the irrevocable conversion notice on the back of the Debenture and deliver such notice to exercise the Conversion Agent, (ii) surrender the Debenture to the Conversion Agent, (iii) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (iv) pay any transfer or other tax, if required by Section 11A.04 and (v) if the Debenture is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary's book-entry conversion programs. After the Effective Time, the date on which the Holder satisfies all of the foregoing requirements is the "Conversion Date." As soon as practicable after the Conversion Date and in any event within five Business Days, WPP shall deliver to the Holder through the Conversion Agent (a) either a receipt or a book entry notation of the number of whole WPP ADSs issuable upon the conversion privilege, the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.211A.05, accompanied by written notice (b) the aggregate Cash Conversion Amount payable upon such conversion and (c) cash in lieu of conversion any fractional WPP ADSs. After the Effective Time, the Person in substantially whose name the form set forth in Debenture is registered shall be deemed to be a holder on the Security (except in Conversion Date of the case of a depositary of a Global Security, WPP ADSs for which the customary procedures Debenture is converted on such Conversion Date; provided, however, that no surrender of a Debenture on any date when the depositary will apply). Securities surrendered transfer books relating to the WPP ADSs shall be closed shall be effective to constitute the Person or Persons entitled to receive WPP ADSs upon such conversion as the registered holder or holders of such WPP ADSs on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such WPP ADSs as the registered holder or holders thereof for conversion during the period from all purposes at the close of business on any Regular Record Date the next succeeding day on which such transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the date that such Debenture shall have been surrendered for conversion, as if such transfer books had not been closed. Upon conversion of a Debenture, such Person shall no longer be a Holder of such Debenture. Accrued interest (including Contingent Interest, accrued Tax Original Issue Discount and Additional Amounts, if any) on a Debenture shall not be cancelled, extinguished or forfeited but rather shall, except as otherwise set forth herein, be deemed paid by an applicable portion of the WPP ADSs issued upon conversion of such Debenture. Except as set forth in the preceding any sentence, no payment or adjustment will be made for accrued interest (including Contingent Interest or Additional Amounts, if any) on a converted Debenture or for dividends or distributions on WPP ADSs issued upon conversion of a Debenture (provided that the WPP ADSs received upon conversion of Debentures shall continue to accrue Additional Amounts, as applicable, in accordance with the Registration Rights Agreement and shall be entitled to receive, at the next Interest Payment Date Date, any accrued but unpaid Additional Amounts with respect to the opening converted Debentures), but if any Holder surrenders a Debenture for conversion between the record date for the payment of business an installment of interest and the next Interest Payment Date, then, notwithstanding such conversion, the interest (including Contingent Interest or Additional Amounts, if any), payable on such Interest Payment Date shall (except in be paid to the case Holder of Securities or portions thereof which have been called such Debenture on such Interest Payment Date. In such event, such Debenture, when surrendered for redemption on a Redemption Date within such period) conversion, must be accompanied by payment in New York Clearing House funds or other funds acceptable delivery of a check payable to the Company of Conversion Agent in an amount equal to the interest (including Contingent Interest or Additional Amounts, if any), payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversionportion so converted. Except as provided in If such payment does not accompany such Debenture, the immediately preceding sentenceDebenture shall not be converted; provided, however, that no payment or adjustment such check shall be made upon any conversion required if such Debenture has been called for redemption on account of any interest accrued on a redemption date within the Securities period between and including such record date and such Interest Payment Date, or if such Debenture is surrendered for conversion or on account of any dividends on the Common Stock Interest Payment Date. If the Company defaults in the payment of interest (including Contingent Interest or Additional Amounts, if any) payable on the Interest Payment Date, the Conversion Agent shall repay such funds to the Holder. No fractional WPP ADSs shall be issued upon conversionconversion of Debentures. Securities If more than one Debenture shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities surrendered for conversion in accordance with at one time by the foregoing provisionssame holder, and at such time the rights number of the Holders of such Securities as Holders full WPP ADSs that shall cease, and the Person or Persons entitled to receive the Common Stock be issuable upon conversion shall be treated for all purposes as computed on the record holder basis of the aggregate principal amount of the Debentures (or holders of such Common Stock at and after such timespecified portions thereof to the extent permitted hereby) so surrendered. As promptly as practicable on or after If any fractional WPP ADS would be issuable upon the conversion dateof any Debenture or Debentures, WPP shall make a payment in lieu thereof in cash based on the current WPP Market Price of a WPP ADSs on the Conversion Date. Upon surrender of a Debenture that is converted in part, the Company and WPP shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversionexecute, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations Debenture equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecurityDebenture surrendered.

Conversion Procedure. In order to exercise To convert a Note, a Holder must satisfy all of the requirements in paragraph 8 of the Notes. The first Business Day on which the Holder satisfies all those requirements is the conversion privilegedate (the “Conversion Date”). As soon as practicable after the Conversion Date, the Company shall deliver or cause to be delivered upon the order of the Holder a certificate for the number of whole Shares of Common Stock issuable upon the conversion and cash in lieu of any Security fractional share determined pursuant to be converted Section 4.03 hereof. The Person in whose name the certificate is registered shall become the shareholder of record on the Conversion Date and, as of such date, such Person’s rights as a Holder shall cease; provided, however, that no surrender to of a Note on any date when the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency stock transfer books of the Company maintained pursuant shall be closed shall be effective to Section 9.2constitute the Person entitled to receive the Shares of Common Stock upon such conversion as the shareholder of record of such Shares of Common Stock on such date, accompanied by written notice but such surrender shall be effective to constitute the Person entitled to receive such Shares of Common Stock as the shareholder of record thereof for all purposes at the close of business on the next succeeding Business Day on which such stock transfer books are open; provided further, however, that such conversion shall be at the Conversion Price in substantially effect on the form set forth in the Security (except in the case Conversion Date. No payment or other adjustment shall be made for accrued interest or dividends or distributions on any Shares of a depositary of a Global Security, for which the customary procedures Common Stock issued upon conversion of the depositary will apply)Notes. Securities surrendered for conversion If any Notes are converted during the any period from after the close of business on any Regular Record Date next preceding any Interest Payment Date record date for the payment of an installment of interest but prior to the opening of business on the next Interest Payment Date, interest for such Notes will be paid on the next Interest Payment Date, notwithstanding such conversion, to the Holders of such Notes. Any Notes that are, however, delivered to the Company for conversion during the period after any record date but prior to the opening of business on the next Interest Payment Date shall (must, except as described in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) next sentence, be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities Notes being surrendered converted. If the Company (i) elects to redeem Notes pursuant to Article 3 hereof or (ii) offers to repurchase Notes upon a Change in Control pursuant to Section 6.09 hereof, on a date that is during that period from the close of business on a record date for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion of an installment of interest and ending on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of next Interest Payment Date (or if such Interest Payment Date is not a Business Day, the Business Day after the Interest Payment Date), and any Holders surrender of such Securities the Notes or portions thereof for conversion in accordance with the foregoing provisionson a date that is not an Interest Payment Date, and at such time the rights of the Holders of such Securities as Holders shall ceasereceive interest for the period from the Interest Payment Date next preceding the Conversion Date (it being understood that such Holders that surrender Notes or portions thereof for conversion following any redemption notice or Change in Control Offer shall not be required to pay such funds as described in the third sentence of this paragraph). No fractional shares will be issued upon conversion, and but a cash adjustment will be made for any fractional shares. If a Holder converts more than one Note at the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such same time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares whole Shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the total principal amount of any fraction Notes converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which Note that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations Note equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecurityNote surrendered.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy the requirements in paragraph 8 of the Securities. The date on which the Holder satisfies all those requirements is the conversion privilege, date (the "CONVERSION DATE"). The Company shall deliver to the Holder of any Security to be converted shall surrender to no later than the Company such Securityseventh Business Day following the Conversion Date, duly endorsed or assigned to through the Company or in blankConversion Agent, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 10.03. The person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; PROVIDED, HOWEVER, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; PROVIDED, FURTHER, that such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facility. No payment or adjustment will be made for dividends on any Common Stock except as provided in this Article 10. On conversion of a Security, that portion of accrued Original Issue Discount attributable to the period from the Issue Date to the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of any fraction fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be computed based on the total Principal Amount of the Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount to the unconverted portion of the principal amount of Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such SecurityConversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender to the Company such To convert a Security, duly endorsed or assigned to a holder must satisfy the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form requirements set forth in the Securities, 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 shares of Common Stock issuable upon the conversion and a check for any fractional share determined pursuant to Section 1404, The person in whose name the certificate is registered shall become the stockholder of record on the Conversion Date and, as of such date, such person's rights as a Holder with respect to the converted Security (except in the case shall cease; provided, however, that no surrender of a depositary of a Global Security, for which Security on any date when the customary procedures stock transfer books of the depositary will apply). Securities surrendered Company shall be closed shall be effective to constitute the person entitled to receive the shares of Common Stock upon such conversion as the stockholder of record of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person entitled to receive such shares of Common Stock as the stockholder of record thereof for conversion during the period from all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, however, that such conversion shall be at the Conversion Price in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. No payment or adjustment will be made for accrued and unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security, but if any Regular Record Date next preceding any Interest Payment Date holder surrenders a Security for conversion after the close of business on the record date for the payment of an installment of interest and prior to the opening of business on the next interest payment date, then, notwithstanding such Interest Payment Date conversion, the interest payable on such interest payment date shall (except in be paid to the case holder of Securities or portions thereof which have such Security on such record date. In such event, unless such Security has been called for redemption on a Redemption Date within or prior to such period) interest payment date, such Security, when surrendered for conversion, must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities being surrendered for conversionportion so converted. Except as provided in If a holder converts more than one Security at the immediately preceding sentencesame time, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full whole shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the total principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, holder a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such Security.Security surrendered,

Conversion Procedure. In order to exercise To convert a Security, a Holder must (1) complete and sign the conversion privilegenotice on the back of the Security, (2) surrender the Security to the Trustee, (3) furnish appropriate endorsements and transfer documents if required by the Trustee, (4) pay any transfer or similar tax if required, and (5) provide funds, if applicable, required pursuant to the next paragraph. The date on which the Holder satisfies all such requirements is the conversion date. As soon as practicable, the Holder of any Security Company shall deliver, or shall cause the Trustee to be converted shall surrender to deliver, upon the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency order of the Company maintained pursuant to Section 9.2Holder, accompanied by written notice a certificate for the number of full shares of Common Stock or such other security issuable upon the conversion and a check for any fractional share. The Persons in substantially whose name the form set forth in certificate is registered shall be treated as a stockholder of record on and after the conversion date. Any Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on the record date for any Regular Record Date next preceding any Interest Payment Date interest payment date to the opening close of business on such Interest Payment Date the Business Day next preceding the following interest payment date shall (except in the case of Securities unless such Security or portions portion thereof which shall have been called for redemption on a Redemption Date within date fixed for redemption which occurs during the period beginning at the close of business on such periodrecord date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by payment payment, in New York Clearing House funds or other funds acceptable to the Company Company, of an amount equal to the interest otherwise payable on such Interest Payment Date interest payment date on the principal Principal amount being converted; provided, however, that no such payment need be made if there shall exist at the conversion date a Default in the payment of Securities being surrendered interest on the Securities. Notwithstanding Section 3.1, if a holder has paid an amount equal to the interest otherwise payable in accordance with the preceding sentence and the Company thereafter defaults in the payment of interest on such interest payment date, such Defaulted Interest, together with interest thereon shall be paid to the Person who made such required payment no later than the payment date set in accordance with Section 11.1. Except as provided above in this Section 14.2, no payment or other adjustment shall be made for conversioninterest accrued on any Security converted or for dividends on any securities issued on conversion of the Security. Except as provided in the immediately preceding sentenceparagraph, no payment the Company’s delivery of the fixed number of shares of Common Stock, Preferred Stock or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall such other security into which a Security is convertible will be deemed to have been converted immediately prior satisfy the Company’s obligation to pay the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights Principal amount of the Holders of such Securities as Holders shall cease, Security and the Person all accrued interest (and original issue discount) that has not previously been (or Persons entitled to receive the is not simultaneously being) paid. The Common Stock issuable upon conversion shall be or such other security is treated for all purposes as issued first in payment of accrued interest (and original issue discount) and then in payment of Principal. Thus, accrued interest (and original issue discount) are treated as paid rather than canceled. If a Holder converts more than one Security at the record holder or holders of such Common Stock at and after such same time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares issuable and payment pursuant to Section 14.3 upon the conversion shall be based on the total Principal amount of Common Stock issuable upon conversion, together with any payment in lieu of any fraction the Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal Principal amount equal to the unconverted portion Principal amount of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise the conversion privilege, the Holder To convert a Security of any Security to be converted shall series, a Holder must surrender to the Company such Security, duly endorsed or assigned to the Company Issuer or in blank, at any office or agency of the Company Issuer maintained pursuant to Section 9.2for that purpose, accompanied by written notice to the Issuer at such office or agency that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. The date on which the Holder satisfies all those requirements is the conversion date. As soon as practicable after the conversion date, the Issuer shall deliver to the Holder through the Conversion Agent a certificate for the number of shares of Common Stock issuable upon the conversion and cash or its check in substantially lieu of any fractional share. The Person in whose name the form set forth certificate is registered becomes a stockholder of record on the conversion date and the rights of the Holder of the Securities so converted as a Holder thereof cease as of such date. If the Holder converts more than one Security of any series at the same time, the number of full shares issuable upon the conversion shall be based on the total principal amount of the Securities of such series so converted. Upon surrender of a Security of any series that is converted in part, the Trustee shall authenticate for the Holder a new Security of that series equal in principal amount to the unconverted portion of the Security (except surrendered. If the last day on which a Security may be converted is not a Business Day in a place where a Conversion Agent is located, the case Security may be surrendered to that Conversion Agent on the next succeeding day that is a Business Day. The Issuer will not be required to deliver certificates for shares of Common Stock upon conversion while its stock transfer books are closed for a depositary meeting of a Global Securitystockholders or for the payment of dividends or for any other purpose, but certificates for which shares of Common Stock shall be delivered as soon as the customary procedures of the depositary will apply)stock transfer books shall again be opened. Securities of any series surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date for such series to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date redemption date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company Issuer of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion; provided, that no such payment need be made if there shall exist, at the time of conversion, a default in the payment of interest on the Securities of such series. The funds so delivered to the Conversion Agent shall be paid to the Issuer on or after such Interest Payment Date unless the Issuer shall default on the payment of the interest due on such Interest Payment Date, in which event such funds shall be paid to the Holder who delivered the same. Except as provided in the immediately preceding sentencesentence and subject to the last paragraph of Section 2.7, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security.

Conversion Procedure. In order Before the Lender holding this Note shall be entitled to exercise the conversion privilegeconvert this Note into Conversion Securities pursuant to Section 3(y), the Holder of any Security to be converted Lender shall surrender to the Company such Securitythis Note, duly endorsed (or assigned a notice to the Company effect that the original Note has been lost, stolen or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds destroyed and an agreement acceptable to the Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with this Note), at the office of an amount equal the Company and shall give written notice to the interest payable on such Interest Payment Date on Company at its principal corporate office, of the election to convert the same pursuant to Section 3(y), and shall state therein the amount of the unpaid principal amount of this Note to be converted and the name or names in which the certificate or certificates for Conversion Securities being surrendered for conversion. Except as provided are to be issued, in the immediately preceding sentenceevent that the Conversion Securities will be certificated. Upon such conversion of this Note, no payment the Lender hereby agrees to execute and deliver to the Company all transaction documents related to the Qualified Offering, including a purchase agreement and other ancillary agreements, with customary representations and warranties and transfer restrictions. The Company shall, as soon as practicable thereafter, issue and deliver to the Lender a certificate or adjustment agreement representing the number of Conversion Securities issuable upon conversion of the Notes to which the Lender shall be made entitled upon such conversion (bearing such legends as are required by the transaction documents related to the Qualified Offering, and applicable state and federal securities laws in the opinion of counsel to the Company), together with any other securities and property to which the Lender is entitled upon such conversion on account under the terms of any interest accrued on the Securities surrendered for this Note. The conversion or on account of any dividends on the Common Stock issued upon conversion. Securities this Note pursuant to Section 3(y) shall be deemed to have been converted made immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights closing of the Holders of Qualified Offering and on and after such Securities as Holders shall cease, and date the Person or Persons Lenders entitled to receive the Common Stock securities issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such timesecurities. As promptly as practicable on or after the conversion date, the Company Only whole Conversion Securities shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction of a share, as provided in Section 12.3be issued. In the case of any Security Any remainder due hereunder which is converted in part only, upon such conversion the Company insufficient to purchase a whole Conversion Security shall execute and the Trustee shall authenticate and deliver be rounded up to the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such next whole Conversion Security.

Conversion Procedure. In order The Company shall use its reasonable best efforts to exercise cause its transfer agent to issue the conversion privilegeCommon Stock within three (3) business days after the Company receives a fully executed Notice of Conversion and original certificates for the Series B Preferred Stock with executed stock powers and signatures guaranteed. The Company shall bear the cost associated with the issuance of the Common Stock. The Common Stock shall be issued with a restrictive legend indicating that it was issued in a transaction which is exempt from registration under the Securities Act of 1933, as amended, and that it cannot be transferred unless it is so registered, or an exemption from registration is available, in the Holder opinion of any Security counsel to the Company. The Common Stock shall be converted issued in the same name as the person who is the holder of the Series B Preferred Stock unless, in the opinion of counsel to the Company, such transfer can be made in compliance with applicable securities laws. The person in whose name the certificates of Common Stock are so registered shall surrender be treated as a common stockholder of the Company on the date the Common Stock certificates are so issued. With respect to Mandatory Conversion, each holder of Series B Preferred Stock shall deliver to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency appropriate number of shares of Series B Preferred Stock promptly after the Company's delivery of the Company maintained pursuant Notice of Conversion, together with executed stock powers with signatures guaranteed. In the event a holder of Series B Preferred Stock fails to Section 9.2, accompanied by written notice deliver shares of conversion in substantially Series B Preferred Stock after the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures Company's delivery of the depositary will apply). Securities surrendered for conversion during the period from the close Notice of business on any Regular Record Date next preceding any Interest Payment Date to the opening Conversion, such shares of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Series B Preferred Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such into Common Stock at the Conversion Price on the Conversion Date and after such time. As promptly as practicable on or after the conversion date, shall be issued and held by the Company shall issue and shall deliver at such office or agency a certificate or until the appropriate certificates for Series B Preferred Stock are presented for cancellation with executed stock powers and signatures guaranteed. The certificates representing the number of full shares of Common Series B Preferred Stock issuable upon conversion, together with any payment in lieu of any fraction of a shareshall be cancelled, as provided reflected in Section 12.3. In the case records of any Security which is converted in part only, upon such conversion the Company shall execute and on the Trustee shall authenticate and deliver to the Holder thereof, at the expense date of issuance of the Company, a new Security or Securities of the applicable series of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such SecurityCommon Stock.

Conversion Procedure. In order If this Note is automatically converted into Common Stock pursuant to exercise this Section 5, written notice shall be delivered to Holder at the address last shown on the records of Company for Holder or given by Holder to Company for the purpose of notice or, if no such address appears or is given, at the place where the principal executive office of Company is located, notifying Holder of the conversion privilegeto be effected, specifying the Conversion Price, the principal amount and any interest accrued thereon pursuant hereto to be converted, the date on which such conversion is expected to occur and calling upon such Holder to surrender to the Company, in the manner and at the place designated, the Note. Upon such conversion of this Note, the Holder of any Security to be converted shall surrender this Note, duly endorsed, at the principal office of the Company. At its expense, the Company shall, as soon as practicable thereafter, but in any event within ten (10) business days, issue and deliver to such Holder at such principal office a certificate or certificates for the number of shares of Common Stock to which the Holder shall be entitled upon such conversion (bearing such legends as are required by the Note Purchase Agreement and applicable state and Federal securities laws in the opinion of counsel to Company), together with any other securities and property to which the Holder is entitled upon such conversion under the terms of this Note, including a check payable to the Company such Security, duly endorsed Holder for any cash amounts payable as described in Section 5(d). The certificate or assigned to certificates representing the Company or shares of Common Stock issuable upon conversion of this Note shall be issued in blank, at any office or agency the name of the Company maintained Holder. Any conversion of this Note pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities 5 shall be deemed to have been converted made immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights closing of the Holders issuance and sale of shares as described in Section 5 and on and after such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion date Holder shall be treated for all purposes as the record holder or holders of such Common Stock at shares and after a purchaser of such time. As promptly as practicable on or after shares under the conversion date, the Company shall issue Note Purchase Agreement and shall deliver at such office or agency a certificate or certificates for be bound by the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense terms of the Company, a new Security or Securities of the applicable series of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such SecurityNote Purchase Agreement.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy the requirements in paragraph 9 of the Securities. The date on which the Holder satisfies all those requirements is the conversion privilege, date (the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply"Conversion Date"). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly soon as practicable on or after the conversion dateConversion Date, the Company shall issue and shall deliver at such office or agency to the Holder, through the Conversion Agent, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 10.03. The person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 10. On conversion of a Security, that portion of accrued Contingent Additional Principal attributable to the period from the Issue Date of the Security through the Conversion Date and (except as provided below) accrued Contingent Cash Interest with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for Contingent Additional Principal accrued through the Conversion Date and accrued Contingent Cash Interest, and the balance, if any, of such fair market value of such Common Stock (and any fraction such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount at Maturity of the Securities converted. If the last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount at Maturity to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, a Holder must (a) complete and manually sign the conversion privilegenotice on the back of the Security and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "CONVERSION DATE." As soon as practicable after the Conversion Date, the Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained fractional shares pursuant to Section 9.24.3. Anything herein to the contrary notwithstanding, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global SecuritySecurities, for which the customary procedures of the depositary will apply). conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Date; PROVIDED, HOWEVER, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; PROVIDED, FURTHER, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date regular record date to the opening of business on such Interest Payment Date shall the next succeeding interest payment date (except in the case of excluding Securities or portions thereof which have been are either (i) called for redemption or (ii) subject to purchase following a Change in Control, in either case, on the date during the period beginning at the close of business on a Redemption Date within regular record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such periodinterest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities such Security then being surrendered for conversionconverted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in the immediately preceding sentencethis Section 4.2, no payment or adjustment shall will be made upon for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to Security is registered at the close of business on a record date to receive the day of surrender of interest payable on such Securities for conversion Security on the related interest payment date in accordance with the foregoing provisions, and at such time the rights terms of the Holders of such Securities as Holders shall cease, this Indenture and the Person or Persons entitled to receive Securities. If a Holder converts more than one Security at the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such same time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the aggregate principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy the requirements in paragraph 8 of the Securities. The date on which the Holder satisfies all those requirements is the conversion privilege, date (the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply"Conversion Date"). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly soon as practicable on or after the conversion dateConversion Date, the Company shall issue and shall deliver at such office or agency to the Holder, through the Conversion Agent, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 11.03. The person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 11. On conversion of a Security, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 10.01) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 10.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) of the Security through the Conversion Date with respect to the converted Security shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 10.01) accrued through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any fraction such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount at Maturity of the Securities converted. If the last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount at Maturity to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, a holder must satisfy the requirements in paragraph 10 of the Securities. The date on which the holder satisfies all of those requirements is the conversion privilegedate (the “Conversion Date”). As soon as practicable after the Conversion Date, the Holder of any Security to be converted Company shall surrender deliver to the Company holder through the Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and a check for any fractional share determined pursuant to Section 5.03. The person in whose name the certificate is registered shall become the shareholder of record on the Conversion Date and, as of such Securitydate, duly endorsed or assigned such person’s rights as a Noteholder with respect to the Company or in blankconverted Security shall cease; provided, at however, that no surrender of a Security on any office or agency date when the stock transfer books of the Company maintained pursuant shall be closed shall be effective to Section 9.2constitute the person entitled to receive the shares of Common Stock upon such conversion as the shareholder of record of such shares of Common Stock on such date, accompanied by written notice but such surrender shall be effective to constitute the person entitled to receive such shares of conversion in substantially Common Stock as the form set forth in the Security (except in the case shareholder of a depositary of a Global Security, record thereof for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, however, that such conversion shall be at the Conversion Price in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. No payment or adjustment will be made for accrued and unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security, but if any Regular Record Date next preceding any Interest Payment Date holder surrenders a Security for conversion after the close of business on the record date for the payment of an installment of interest and prior to the opening of business on the next interest payment date, then, notwithstanding such Interest Payment Date conversion, the interest payable on such interest payment date shall (except in be paid to the case holder of Securities or portions thereof which have such Security on such record date. In such event, unless such Security has been called for redemption on a Redemption Date within or prior to such period) interest payment date, such Security, when surrendered for conversion, must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities being surrendered for conversionportion so converted. Except as provided in If a holder converts more than one Security at the immediately preceding sentencesame time, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full whole shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the total principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, holder a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy all requirements in the Securities or the Board Resolution and (i) complete and manually sign the conversion privilege, notice (the Holder of any "Conversion Notice") provided for in the Board Resolution or the Security to be converted shall surrender (or completely and manually sign a facsimile thereof) and deliver such notice to the Company such Security, duly endorsed Conversion Agent or assigned to the Company or in blank, at any other office or agency maintained for such purpose, (ii) surrender the Security to the Conversion Agent or at such other office or agency by physical delivery, (iii) if required, furnish appropriate endorsements and transfer documents, and (iv) if required, pay all transfer or similar taxes. The date on which such notice shall have been received by and the Security shall have been so surrendered to the Conversion Agent is the "Conversion Date." Such conversion notice shall be irrevocable and may not be withdrawn by a Holder for any reason. The Issuer will complete settlement of any conversion of Securities not later than the fifth business day following the Conversion Date in respect of the Company maintained pursuant cash portion elected to Section 9.2, accompanied by written notice be delivered in lieu of conversion shares and not later than the seventh business day following the Conversion Date in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures respect of the depositary will apply)portion to be settled in Common Stock or other securities. Securities surrendered If a Registered Security is converted between the record date for conversion during the period from payment of interest and the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on succeeding interest payment date, such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) Security must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date succeeding interest payment date on the principal amount so converted (unless such Security shall have been called for redemption during such period, in which case no such payment shall be required). A Registered Security converted on an interest payment date need not be accompanied by any payment, and the interest on the principal amount of Securities the Security being surrendered for conversion. Except as provided in converted will be paid on such interest payment date to the Holder of such Security on the immediately preceding sentencerecord date. A Bearer Security presented for conversion must be accompanied by all unmatured coupons. Subject to the aforesaid right of the Holder to receive interest, no payment or adjustment shall will be made upon any on conversion on account of any for interest accrued on the Securities surrendered converted Security or for conversion interest, dividends or other distributions payable on account of any dividends security issued on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to If a Holder converts more than one Security at the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisionssame time, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares or other Securities issuable or cash payable upon the conversion shall be based on the total principal amount of Common Stock issuable upon conversion, together with any payment in lieu of any fraction the Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part only, upon such conversion the Company Security Registrar shall execute and authenticate for the Trustee Holder a new Security equal in principal amount to the unconverted portion of the Security surrendered; except that if a Global Security is so surrendered the Security Registrar shall authenticate and deliver to the Holder thereof, at the expense of the Company, Depositary a new Global Security or Securities of the applicable series of authorized denominations in aggregate principal amount a denomination equal to and in exchange for the unconverted portion of the principal amount of such Securitythe Global Security so surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding Business Day.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy the conversion privilege, requirements in paragraph 9 of the Securities. The date on which the Holder of any Security to be converted shall surrender to Securities satisfies all those requirements is the Company such Security, duly endorsed or assigned to conversion date (the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply"Conversion Date"). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly soon as practicable on or after the conversion date, Conversion Date the Company shall issue and shall deliver at such office or agency to the Holder, through the Conversion Agent, a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment the conversion and Cash in lieu of any fraction fractional share determined pursuant to Section 11.03. The Person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a shareSecurity on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such Person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends on or other distribution with respect to any Common Stock except as provided in Section 12.3this Article 11. In On conversion of a Security, that portion of accrued Original Issue Discount attributable to the case period from the Issue Date of any the Security which to the Conversion Date with respect to the converted Security shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the Cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the provisions hereof. If a Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount of the Securities converted. Upon surrender of a Security that is converted convert in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount to the unconverted portion of the principal amount of such SecuritySecurity surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that it is not a Legal Holiday.

Conversion Procedure. In order to exercise To convert a Security a Holder ----------------------------------- must satisfy the requirements in paragraph 8 of the Securities. The date on which the Holder satisfies all those requirements is the conversion privilege, date (the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply"Conversion Date"). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly soon as practicable on or after the conversion dateConversion Date but in any event no later than the seventh Business Day following the Conversion Date, the Company shall issue and shall deliver at such office or agency to the Holder, through the Conversion Agent, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 11.03. The person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that -------- ------- no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 11. On conversion of a Security, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 10.01) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 10.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) of the Security through the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 10.01) accrued through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any fraction such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount at Maturity of the Securities converted. If the last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount at Maturity to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, a Holder must (a) complete and manually sign the conversion privilegenotice on the back of the Security and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." As soon as practicable after the Conversion Date, the Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained fractional shares pursuant to Section 9.24.3. Anything herein to the contrary notwithstanding, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global SecuritySecurities, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) notices may be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of delivered and such Securities may be surrendered for conversion in accordance with the foregoing provisionsApplicable Procedures as in effect from time to time. The person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Date; provided, and at such time however, that no surrender of a Security on any date when the rights stock transfer books of the Holders of such Securities as Holders Company shall cease, and be closed shall be effective to constitute the Person person or Persons persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at and after the close of business on the next succeeding Business Day on which such timestock transfer books are open; provided, further, that such conversion shall be at the Conversion Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. As promptly as practicable Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on or after the shares of Common Stock issued upon conversion dateof a Security. Upon surrender of a Security that is converted in part, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversionexecute, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy all requirements in the Securities or the Securities Resolution and (i) complete and manually sign the conversion privilege, notice (the Holder of any "CONVERSION NOTICE") provided for in the Securities Resolution or the Security to be converted shall surrender (or complete and manually sign a facsimile thereof) and deliver such notice to the Company such Security, duly endorsed Conversion Agent or assigned to the Company or in blank, at any other office or agency maintained for such purpose, (ii) surrender the Security to the Conversion Agent or at such other office or agency by physical delivery, (iii) if required, furnish appropriate endorsements and transfer documents, and (iv) if required, pay all transfer or similar taxes. The date on which such notice shall have been received by and the Security shall have been so surrendered to the Conversion Agent is the "CONVERSION DATE." Such Conversion Notice shall be irrevocable and may not be withdrawn by a Holder for any reason. The Company will complete settlement of any conversion of Securities not later than the fifth business day following the Conversion Date in respect of the Company maintained pursuant cash portion elected to Section 9.2, accompanied by written notice be delivered in lieu of conversion in substantially the form set forth in securities into which the Security (except is convertible and not later than the seventh business day following the Conversion Date in the case of a depositary of a Global Security, for which the customary procedures respect of the depositary will apply)portion to be settled in such securities. Securities surrendered If any Security is converted between the record date for conversion during the period from payment of interest and the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on succeeding interest payment date, such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) Security must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date succeeding interest payment date on the principal amount so converted (unless such Security shall have been called for redemption during such period, in which case no such payment shall be required). A Security converted on an interest payment date need not be accompanied by any payment, and the interest on the principal amount of Securities the Security being surrendered for conversion. Except as provided in converted will be paid on such interest payment date to the registered holder of such Security on the immediately preceding sentencerecord date. Subject to the aforesaid right of the registered holder to receive interest, no payment or adjustment shall will be made upon any on conversion on account of any for interest accrued on the Securities surrendered converted Security or for conversion interest, dividends or other distributions payable on account of any dividends security issued on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to If a Holder converts more than one Security at the close of business on same time, the day of surrender of such Securities for conversion in accordance with securities into which the foregoing provisions, and at such time Security is convertible issuable or cash payable upon the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as based on the record holder or holders total principal amount of such Common Stock at and after such timethe Securities converted. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the Security surrendered; except that if a global Security is so surrendered the Trustee shall authenticate and, if applicable, deliver to the depository a new global Security in a denomination equal to and in exchange for the unconverted portion of the principal amount of such Securitythe global Security so surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. In order to exercise To convert a Debenture, a Holder must satisfy the requirements in paragraph 8 of the Debentures. The date on which the Holder satisfies all of those requirements is the conversion privilegedate. As soon as practicable after the conversion date, the Holder of any Security to be converted Company shall surrender deliver to the Company Holder through the Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and a check for any fractional share. The person in whose name the certificate is registered shall become the stockholder of record on the conversion date and, as of such Securitydate, duly endorsed or assigned to the Company or in blank, at any office or agency such person's rights as a Debentureholder shall cease. Holders of the Company maintained pursuant Debentures at the close of business on an interest payment record date will be entitled to Section 9.2, accompanied by written notice of receive the interest payable on such Debentures on the corresponding interest payment date notwithstanding the conversion in substantially thereof or the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures Company's default on payment of the depositary will apply)interest due on such interest payment date. Securities However, the Debentures surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date interest payment record date to the opening of business on such Interest Payment Date shall the corresponding interest payment date (except in the case of Securities or portions thereof which have been Debentures called for redemption on a Redemption Date within redemption date during such period) must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date Debentures on such interest payment date. Any Holder of the principal Debentures on an interest payment record date who (or whose transferee) converts the Debentures on an interest payment date will receive the interest payment on such Debentures by the Company on such date, and the converting holder need not include payment in the amount of Securities being surrendered such interest upon surrender of the Debentures for conversion. Except as provided in the immediately preceding sentenceabove, no payment or adjustment shall will be made upon any conversion on account of any accrued interest accrued on the Securities surrendered for upon conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders Debentures. If a Holder converts more than one Debenture at the same time, the number of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock whole shares issuable upon the conversion shall be treated for all purposes as based on the record holder or holders total principal amount of such Common Stock at and after such timethe Debentures converted. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction Upon surrender of a share, as provided in Section 12.3. In the case of any Security which Debenture that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations Debenture equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecurityDebenture surrendered.

Conversion Procedure. In order to exercise To convert a Note, a Holder must satisfy the requirements in Section 12 of the Notes. The date on which the Holder satisfies all of those requirements is the conversion privilegedate (the "Conversion Date"). As soon as practicable after the Conversion Date, the Holder of any Security to be converted Company shall surrender deliver to the Company Holder through the Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and a check for any fractional share determined pursuant to Section 5.03 hereof. The Person in whose name the certificate is registered shall become the stockholder of record on the Conversion Date and, as of such Securitydate, duly endorsed or assigned to such Person's rights as a Holder shall cease; PROVIDED, HOWEVER, that no surrender of a Note on any date when the Company or in blank, at any office or agency stock transfer books of the Company maintained pursuant shall be closed shall be effective to Section 9.2constitute the Person entitled to receive the shares of Common Stock upon such conversion as the stockholder of record of such shares of Common Stock on such date, accompanied by written notice but such surrender shall be effective to constitute the Person entitled to receive such shares of conversion in substantially Common Stock as the form set forth in the Security (except in the case stockholder of a depositary of a Global Security, record thereof for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from all purposes at the close of business on the next succeeding day on which such stock transfer books are open; PROVIDED FURTHER, HOWEVER, that such conversion shall be at the Conversion Price in effect on the date that such Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. No payment or other adjustment for accrued interest or dividends on any Regular Common Stock issued upon conversion of the Notes. If any Notes are converted during any period after any Record Date for the payment of an installment of interest but before the next preceding Interest Payment Date, interest for such notes will be paid on the next Interest Payment Date, notwithstanding such conversion, to the Holders of such Notes. Any Notes that are, however, delivered to the Company for conversion after any Record Date but before the next Interest Payment Date to the opening of business on such Interest Payment Date shall (must, except as described in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) next sentence, be accompanied by a payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities convertible notes being surrendered for conversionconverted. Except as provided The payment to the Company described in the immediately preceding sentencesentence shall not be required if, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, during that period between a Record Date and the Person or Persons entitled to receive the Common Stock issuable upon next Interest Payment Date, a conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable occurs on or after the conversion date, date that the Company shall issue has issued a redemption notice and shall deliver prior to the date of redemption stated in such notice. No fractional shares will be issued upon conversion, but a cash adjustment will be made for any fractional shares. If a holder converts more than one Note at such office or agency a certificate or certificates for the same time, the number of full whole shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the total principal amount of any fraction Notes converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which Note that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, holder a new Security or Securities of the applicable series of authorized denominations Note equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecurityNote surrendered.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy all requirements in the Securities or the Securities Resolution and (i) complete and manually sign the conversion privilege, notice (the Holder of any "CONVERSION NOTICE") provided for in the Securities Resolution or the Security to be converted shall surrender (or complete and manually sign a facsimile thereof) and deliver such notice to the Company such Security, duly endorsed Conversion Agent or assigned to the Company or in blank, at any other office or agency maintained for such purpose, (ii) surrender the Security to the Conversion Agent or at such other office or agency by physical delivery, (iii) if required, furnish appropriate endorsements and transfer documents, and (iv) if required, pay all transfer or similar taxes. The date on which such notice shall have been received by and the Security shall have been so surrendered to the Conversion Agent is the "CONVERSION DATE." Such Conversion Notice shall be irrevocable and may not be withdrawn by a Holder for any reason. The Company will complete settlement of any conversion of Securities not later than the fifth Business Day following the Conversion Date in respect of the Company maintained pursuant cash portion elected to Section 9.2, accompanied by written notice be delivered in lieu of conversion in substantially the form set forth in securities into which the Security (except is convertible and not later than the seventh business day following the Conversion Date in the case of a depositary of a Global Security, for which the customary procedures respect of the depositary will apply)portion to be settled in such securities. Securities surrendered If any Security is converted between the record date for conversion during the period from payment of interest and the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on succeeding interest payment date, such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) Security must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date succeeding interest payment date on the principal amount so converted (unless such Security shall have been called for redemption during such period, in which case no such payment shall be required). A Security converted on an interest payment date need not be accompanied by any payment, and the interest on the principal amount of Securities the Security being surrendered for conversion. Except as provided in converted will be paid on such interest payment date to the registered holder of such Security on the immediately preceding sentencerecord date. Subject to the aforesaid right of the registered holder to receive interest, no payment or adjustment shall will be made upon any on conversion on account of any for interest accrued on the Securities surrendered converted Security or for conversion interest, dividends or other distributions payable on account of any dividends security issued on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to If a Holder converts more than one Security at the close of business on same time, the day of surrender of such Securities for conversion in accordance with securities into which the foregoing provisions, and at such time Security is convertible issuable or cash payable upon the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as based on the record holder or holders total principal amount of such Common Stock at and after such timethe Securities converted. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the Security surrendered; except that if a global Security is so surrendered the Trustee shall authenticate and, if applicable, deliver to the depository a new global Security in a denomination equal to and in exchange for the unconverted portion of the principal amount of such Securitythe global Security so surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. In order to exercise To convert a Security of any series, a Holder must satisfy the requirements for conversion contained on the Securities of that series. The date on which the Holder satisfies all those requirements is the conversion privilegedate. 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 shares of Parent Stock deliverable upon the conversion and cash or its check in lieu of any fractional share. The person in whose name the certificate is registered becomes a stockholder of record on the conversion date and the rights of the Holder of the Securities so converted as a Holder thereof cease as of such date. If the Holder converts more than one Security of any series at the same time, the number of full shares issuable upon the conversion shall be based on the total principal amount of the Securities of such series so converted. Upon surrender of a Security of any series that is converted in part, the Trustee shall authenticate for the Holder a new Security of that series equal in principal amount to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted shall surrender to the Company such Securityis a Legal Holiday in a place where a Conversion Agent is located, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in may be surrendered to that Conversion Agent on the case next succeeding day that is not a Legal Holiday. The Company will not be required to deliver certificates for shares of Parent Stock upon conversion while the Parent's stock transfer books are closed for a depositary meeting of a Global Securitystockholders or for the payment of dividends or for any other purpose, but certificates for which shares of Parent Stock shall be delivered as soon as the customary procedures stock transfer books shall again be opened. Registered Securities of the depositary will apply). Securities any series surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date for such series to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date redemption date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Registered Securities being surrendered for conversion; provided, that no such payment need be made if there shall exist, at the time of conversion, a default in the payment of interest on the Securities of such series. The funds so delivered to the Conversion Agent shall be paid to the Company on or after such Interest Payment Date unless the Company shall default on the payment of the interest due on such Interest Payment Date, in which event such funds shall be paid to the Holder who delivered the same. Except as provided in the immediately preceding sentencesentence and subject to the penultimate paragraph of Section 2.13, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Registered Securities surrendered for conversion or on account of any dividends on the Common Parent Stock issued upon conversion. If Bearer Securities of a series are convertible into Parent Stock, then such Securities, to be converted, shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversionsurrendered, together with any payment all unmatured coupons and all matured coupons in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereofdefault appertaining thereto, at the expense of place and in the Company, a new Security or manner specified for Bearer Securities of the applicable said series of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Securityas contemplated by Section 2.02. Section 10.04.

Conversion Procedure. In order to exercise To convert a Debenture, a Holder must satisfy the requirements in paragraph 7 of the Debentures. The first Business Day on which the Holder satisfies all those requirements is the conversion privilegedate (the "Conversion Date"). As soon as practicable after the Conversion Date, the Holder Company shall deliver to the Holder, through the Conversion Agent, a certificate for the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained fractional share determined pursuant to Section 9.215.3. The Person in whose name the certificate is registered shall be treated as the stockholder of record as of the close of business on the Conversion Date. Upon conversion of a Debenture, accompanied by written notice such Person shall no longer be a Holder of such Debenture. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article Fifteen. On conversion in substantially of a Debenture, no accrued and unpaid cash interest, if any, or amounts reflecting accretion of the form set forth Debentures included in the Security Accreted Principal Amount or the Restated Principal Amount (as the case may be), in each case through the Conversion Date, will be payable with respect to the converted Debenture and no such cash interest or amounts reflecting accretion of the Debentures shall be deemed to be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the shares of Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Debenture being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for accrued and unpaid cash interest, if any, through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued for the Accreted Principal Amount or the Restated Principal Amount (as the case may be) of the Debenture being converted pursuant to the provisions hereof. The Company will not adjust the conversion ratio to account for accrued and unpaid cash interest, if any, or for amounts reflecting accretion of the Debentures included in the Accreted Principal Amount or the Restated Principal Amount (as the case may be). If a Holder converts more than one Debenture at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total principal amount of the Debentures converted. If the last day on which a Debenture may be converted is a not a Business Day in a place where a Conversion Agent is located, the Debenture may be surrendered on the next succeeding day that is a Business Day. Upon surrender of a Debenture that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Debenture in an authorized denomination equal in principal amount to the unconverted portion of the Debenture surrendered. If a Holder submits a Debenture for conversion after the Company has elected to exercise its option to pay cash interest instead of accreting the principal amount of the Debentures following a Tax Event, or if the Company is required to make a cash payment pursuant to an increased accretion rate, in either case between a record date and the opening of business on the next Interest Payment Date (except in the case for Debentures or portions of Debentures called for redemption on a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion Purchase Date occurring during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business a record date and ending on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of next Interest Payment Date, or if such Securities for conversion in accordance with Interest Payment Date is not a Business Day, the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or next Business Day after the conversion dateInterest Payment Date), such Holder shall pay to the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations in aggregate principal an amount equal to cash interest payable on the unconverted portion of the converted principal amount of such Securityamount.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy the requirements in paragraph 8 of the Securities. The first Business Day on which the Holder satisfies all those requirements is the conversion privilege, date (the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply"Conversion Date"). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly soon as practicable on or after the conversion dateConversion Date, the Company shall issue and shall deliver at such office or agency to the Holder, through the Conversion Agent, a certificate or certificates for the number of full shares of Common Stock issuable upon conversionthe conversion and cash in lieu of any fractional share determined pursuant to Section 1303. The person in whose name the certificate is registered shall be treated as a shareholder of record on and after the next Business Day following the Conversion Date. Upon conversion or exchange of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 13. On conversion of a Security, that portion of accrued Original Issue Discount attributable to the period from the Issue Date of the Security through and including the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares pursuant to Section 1303) for the Security being converted pursuant to the provisions hereof; and the fair market value of such Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount accrued through and including the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any fraction such cash payment) shall be treated as issued for the Issue Price of the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount at Maturity of the Securities converted. If the last day on which a Security may be converted is not a Business Day, the Security may be surrendered on the next succeeding day that is a Business Day. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount at Maturity to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, a Holder must satisfy the requirements in paragraph 9 of the Securities. The date on which the Holder satisfies all of those requirements is the conversion privilegedate. As soon as practicable after the conversion date, the Holder of any Security to be converted Company shall surrender deliver to the Company Holder through the Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and a check for any fractional share. The person in whose name the certificate is registered shall become the stockholder of record on the conversion date and, as of such date, such person's rights as a Securityholder shall cease. No payment or adjustment will be made for accrued interest on a converted Security or for dividends or distribution on shares of Common Stock issued upon conversion of a Security, duly endorsed or assigned to the Company or in blank, at but if any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Holder surrenders a Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from after the close of business on any Regular Record Date next preceding any Interest Payment Date the record date for the payment of an installment of interest and prior to the opening of business on the next interest payment date, then, notwithstanding such Interest Payment Date conversion, the interest payable on such interest payment date shall (except in be paid to the case Holder of Securities or portions thereof which have been called such Security on such record date. In such event, such Security, when surrendered for redemption on a Redemption Date within such period) conversion, must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted. If the Company defaults in the payment of interest payable on the interest payment date, the Trustee shall repay such funds to the Holder. If a Holder converts more than one Security at the same time, the number of whole shares issuable upon the conversion shall be based on the total principal amount of Securities being surrendered for conversionconverted. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of Upon surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. To convert a Security, a Holder must satisfy the requirements in Paragraph 7 of the Securities. The date on which the Holder satisfies all those requirements is the “conversion date.” In order accordance with Section 10.03, the Company shall deliver to exercise the Holder through the Trustee (who shall deliver to the Conversion Agent) a certificate for, or a book-entry notation of, the Conversion Shares and Cash in lieu of any fractional share. The person in whose name the certificate is registered shall be treated as a stockholder of record on and after the conversion privilegedate. Except as described below, no payment or adjustment will be made for accrued interest on a converted Security or for dividends or distributions on any shares of Common Stock issued on or prior to conversion. Delivery by the Company to the Holder of any the Security to be converted shall surrender to of the Company such Security, duly endorsed or assigned to the Company or in blankConversion Shares, at any office or agency the conversion rate in effect at such time shall satisfy the obligations of the Company maintained pursuant to pay the principal amount of such Security being converted and the accrued but unpaid interest on such Security through the conversion date; any such accrued but unpaid interest shall be deemed to be paid in full rather than canceled, extinguished or forfeited. The conversion rate in effect at any time will be adjusted only in accordance with Section 9.2, accompanied by written notice of 10.06 through 10.13; the conversion in substantially the form set forth in the rate will not be adjusted to account for accrued interest. If any Holder surrenders a Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from after the close of business on any Regular Record Date next preceding any Interest Payment Date the record date for the payment of an installment of interest and prior to the opening of business on the next succeeding interest payment date, then, notwithstanding such Interest Payment Date conversion, the interest, if any, payable on such interest payment date shall (except in be paid to the case Holder of Securities or portions thereof which have been called such Security on such record date; provided, however, that such Security, when surrendered for redemption on a Redemption Date within such period) conversion, must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Conversion Agent on behalf of the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities notes being surrendered for conversion. Except as ; provided further however, that such payment to the Conversion Agent described in the immediately preceding sentence, no payment proviso shall not be required for conversions following the record date immediately preceding the Maturity Date; if the Company has specified a Change in Control Repurchase Date that is after a record date and on or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close corresponding interest payment date; or to the extent of business on any overdue interest, if any overdue interest exists at the day time of conversion with respect to such Securities. If a Holder has delivered an Option of Holder to Elect Repurchase Notice pursuant to Section 3.01, the Holder may not surrender of such Securities that Security for conversion until the Holder has withdrawn the Option of Holder to Elect Repurchase Notice in accordance with the foregoing provisions, and at such time the rights of the Holders Section 3.02. A Holder may convert fewer than all of such holder’s Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes so long as the record holder or holders Securities converted are an integral multiple of such Common Stock $1,000 principal amount. If a Holder converts more than one Security at and after such the same time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the total principal amount of any fraction the Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. In order to exercise To convert a Security, a Holder must (a) complete and manually sign the conversion privilegenotice on the back of the Security (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent, (b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (d) have satisfied any necessary filing requirements under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), in respect of its acquisition of the shares of Common Stock upon such conversion and the waiting period under such HSR Act shall have expired or been terminated without objection to such acquisition, (e) have received any other necessary regulatory consents to its acquisition of the shares of Common Stock upon such conversion and (f) pay any transfer or similar tax if required pursuant to Section 3.04 hereof. The date on which the Holder satisfies all of those requirements is the “Conversion Date.” The notice of conversion shall state that the Holder has satisfied or will have satisfied prior to the issuance of shares of Common Stock upon conversion of such principal amount, and any accrued and unpaid interest thereon, any and all legal or regulatory requirements for conversion, including compliance with the Securities Act, the Exchange Act and the HSR Act. The Company shall use its reasonable best efforts in cooperating in a timely manner with such Holder of any Security to be converted shall surrender obtain such legal or regulatory approvals to the extent its cooperation is necessary. 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 shares of the Company’s Common Stock issuable upon the conversion, payment for accrued and unpaid interest on such Security, duly endorsed or assigned to the Company or and cash in blank, at lieu of any office or agency of the Company maintained fractional shares pursuant to Section 9.2, accompanied by written notice of conversion 3.03. The Person in substantially whose name the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities certificate is registered shall be deemed to have been converted immediately prior to be a stockholder of record on and after the close of business on Conversion Date, as the day of case may be; provided that no surrender of such Securities for conversion in accordance with a Security on any date when the foregoing provisions, and at such time the rights stock transfer books of the Holders of such Securities as Holders Company shall cease, and be closed shall be effective to constitute the Person or Persons entitled to receive the shares of the Company’s Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of the Company’s Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of the Company’s Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; and after provided, further, that such timeconversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. As promptly as practicable on or Upon conversion of a Security, such Person shall no longer be a Holder of such Security. If any Holder surrenders a Security for conversion after the conversion dateclose of business on the Regular Record Date for the payment of an installment of interest and before the close of business on the related Interest Payment Date, the Company shall pay accrued interest, if any, through the Conversion Date to the Holder of such Security on such Regular Record Date. On conversion of a Security, that portion of accrued original issue and discount attributable to the period from the Closing Date to the Conversion Date with respect to the converted Security shall deliver not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery of shares of the Company’s Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted. If a Holder converts more than one Security at such office or agency a certificate or certificates for the same time, the number of full shares of the Company’s Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the aggregate Claimed Amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered. If the last day on which a Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that is a Business Day.

Conversion Procedure. In order to exercise To convert a Security, a Holder must (a) complete and manually sign the conversion privilegenotice on the back of the Security and deliver such notice to the Conversion Agent, (b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is 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 shares of Common Stock issuable upon the conversion and cash in lieu of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained fractional shares pursuant to Section 9.2, accompanied by written notice of conversion 4.3. The person in substantially whose name the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities certificate is registered shall be deemed to have been converted immediately prior to the close be a shareholder of business record on the day of Conversion Date; provided, however, that no surrender of such Securities for conversion in accordance with a Security on any date when the foregoing provisions, and at such time the rights stock transfer books of the Holders of such Securities as Holders Company shall cease, and be closed shall be effective to constitute the Person person or Persons persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock at and after on such time. As promptly as practicable on or after the conversion date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall issue and no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Upon conversion of a Security, the Holder shall deliver be paid, in cash, an amount equal to accrued interest on the converted Security. If a Holder converts more than one Security at such office or agency a certificate or certificates for the same time, the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the aggregate principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, a Holder must (a) complete and manually sign the conversion privilegenotice on the back of the Security and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." As soon as practicable after the Conversion Date, the Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained fractional shares pursuant to Section 9.24.3. Anything herein to the contrary notwithstanding, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global SecuritySecurities, for which the customary procedures of the depositary will apply). conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The person in whose name the Common Stock certificate is registered shall be deemed to be a shareholder of record on the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of McDATA shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of McDATA had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date regular record date to the opening of business on such Interest Payment Date shall the next succeeding interest payment date (except in the case of excluding Securities or portions thereof which have been called for redemption on a Redemption Date within during the period beginning at the close of business on a regular record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such periodinterest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities such Security then being surrendered for conversionconverted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in the immediately preceding sentencethis Section 4.2, no payment or adjustment shall will be made upon for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to Security is registered at the close of business on a record date to receive the day of surrender of interest payable on such Securities for conversion Security on the related interest payment date in accordance with the foregoing provisions, and at such time the rights terms of the Holders of such Securities as Holders shall cease, this Indenture and the Person or Persons entitled to receive Securities. If a Holder converts more than one Security at the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such same time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the aggregate principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, a Holder must satisfy the conversion privilege, requirements in paragraph 9 of the Securities. The date on which the Holder of any Security to be converted shall surrender to Securities satisfies all those requirements is the Company such Security, duly endorsed or assigned to conversion date (the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply"Conversion Date"). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly soon as practicable on or after the conversion date, Conversion Date the Company shall issue and shall deliver at such office or agency to the Holder, through the Conversion Agent, a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment the conversion and Cash in lieu of any fraction fractional share determined pursuant to Section 11.3. The Person in whose name the certificate is registered shall be treated as the stockholder of record on and after the Conversion Date; provided, however, that no surrender of a shareSecurity on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such Person shall no longer be a Holder of such Security. No payment on the Securities or adjustment of the Conversion Rate will be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 12.3this Article 11. In On conversion of a Security, that portion of accrued Original Issue Discount attributable to the case period from the Issue Date of any the Security which to the Conversion Date with respect to the converted Security shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the Cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the provisions hereof. If a Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount of the Securities converted. Upon surrender of a Security that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount to the unconverted portion of the principal amount of such SecuritySecurity surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that it is not a Legal Holiday.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy all applicable requirements in the Securities or the Board Resolution and, if required, (i) complete and manually sign the conversion privilege, notice (the Holder of any “Conversion Notice”) provided for in the Board Resolution or the Security to be converted shall surrender (or complete and manually sign a facsimile thereof) and deliver such notice to the Company such Security, duly endorsed Conversion Agent or assigned to the Company or in blank, at any other office or agency maintained for such purpose, (ii) surrender the Security to the Conversion Agent or at such other office or agency by physical delivery, (iii) furnish appropriate endorsements and transfer documents, and (iv) pay all transfer or similar taxes. The date on which such notice shall have been received by and the Security shall have been so surrendered to the Conversion Agent is the “Conversion Date.” Such Conversion Notice shall be irrevocable and may not be withdrawn by a Holder for any reason. The Company will complete settlement of any conversion of Securities not later than the fifth Business Day following the Conversion Date in respect of the Company maintained pursuant cash portion elected to Section 9.2, accompanied by written notice be delivered in lieu of conversion in substantially the form set forth in securities into which the Security (except is convertible and not later than the seventh Business Day following the Conversion Date in the case of a depositary of a Global Security, for which the customary procedures respect of the depositary will apply)portion to be settled in such securities. Securities surrendered for conversion during If any Security is converted between the period from the close of business on any Regular Record Date for the payment of interest and the next preceding any succeeding Interest Payment Date to the opening of business on Date, such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) Security must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such succeeding Interest Payment Date on the principal amount so converted (unless such Security shall have been called for redemption during such period, in which case no such payment shall be required). A Security converted on an Interest Payment Date need not be accompanied by any payment, and the interest on the principal amount of Securities the Security being surrendered for conversion. Except as provided in converted will be paid on such Interest Payment Date to the registered holder of such Security on the immediately preceding sentenceRegular Record Date. Subject to the aforesaid right of the registered holder to receive interest, no payment or adjustment shall will be made upon any on conversion on account of any for interest accrued on the Securities surrendered converted Security or for interest, dividends or other distributions payable on any security issued on conversion. If a Holder converts more than one Security at the same time, the securities into which the Security is convertible which are issuable upon such conversion or on account of any dividends on the Common Stock issued cash payable upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as based on the record holder or holders total principal amount of such Common Stock at and after such timethe Securities converted. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part only, upon such conversion the Company shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable same series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the Security surrendered; except that if a Security in global form is so surrendered the Trustee shall authenticate and, if applicable, deliver to the depository a new a Security in global form of the same series in a denomination equal to and in exchange for the unconverted portion of the principal amount of such Securitythe Security in global form so surrendered. If the last day on which a Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding Business Day.

Conversion Procedure. In order to exercise To convert a Security, a Holder must satisfy the requirements in paragraph 8 of the Securities and (i) complete and manually sign the conversion privilegenotice on the back of the Security and deliver such notice to the Conversion Agent, (ii) surrender the Security to the Conversion Agent, (iii) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (iv) pay any transfer or other tax, if required by Section 10.04 and (v) if the Security is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary's book-entry conversion programs. The date on which the Holder satisfies all of the foregoing requirements is the "Conversion Date". As soon as practicable after the Conversion Date and in any event within five Business Days, the Company shall deliver to the Holder through the Conversion Agent either (i) a certificate for or (ii) a book-entry notation of the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained fractional shares pursuant to Section 9.2, accompanied by written notice of conversion 10.05. The Person in substantially the form set forth in whose name the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities is registered shall be deemed to have been converted immediately prior to the close be a stockholder of business record on the day of Conversion Date; provided, however, that no surrender of such Securities for conversion in accordance with a Security on any date when the foregoing provisions, and at such time the rights stock transfer books of the Holders of such Securities as Holders Company shall cease, and be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at and after the close of business on the next succeeding day on which such timestock transfer books are open (subject to the provisions of the next paragraph of this Section 10.02); provided, further, that such conversion shall be at the Conversion Price in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. As promptly as practicable on or after Upon conversion of a Security, such Person shall no longer be a Holder of such Security. If the conversion dateCompany elects to pay cash instead of issuing shares with regard to a Security properly presented for conversion, the Company shall issue notify the Holder and the Trustee of such election no later than the second Business Day after the Conversion Date of the Security. If the Holder does not withdraw such election to convert, the Company shall pay the Cash Conversion Price in respect of the Security converted in cash not later than the tenth Business Day after the Conversion Date. No payment or adjustment will be made for accrued interest (including Contingent Interest or Liquidated Damages, if any), on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security (provided that the shares of Common Stock received upon conversion of Securities shall continue to accrue Liquidated Damages, as applicable, in accordance with the Registration Rights Agreement and shall deliver be entitled to receive, at the next interest payment date, any accrued but unpaid Liquidated Damages with respect to the converted Securities), but if any Holder surrenders a Security for conversion between the record date for the payment of an installment of interest and the next interest payment date, then, notwithstanding such office conversion, the interest (including Contingent Interest or agency Liquidated Damages, if any), payable on such interest payment date shall be paid to the Holder of such Security on such interest payment date. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of a certificate check payable to the Conversion Agent in an amount equal to the interest (including Contingent Interest or certificates Liquidated Damages, if any), payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided, however, that no such check shall be required if such Security has been called for redemption on a redemption date within the period between and including such record date and such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest (including Contingent Interest or Liquidated Damages, if any), payable on the interest payment date, the Conversion Agent shall repay such funds to the Holder. If a Holder converts more than one Security at the same time, the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the aggregate principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, a holder must satisfy the requirements in paragraph 10 of the Securities. The date on which the holder satisfies all of those requirements is the conversion privilegedate (the "Conversion Date"). As soon as practicable after the Conversion Date, the Holder of any Security to be converted Company shall surrender deliver to the Company holder through the Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and a check for any fractional share determined pursuant to Section 5.03. The person in whose name the certificate is registered shall become the stockholder of record on the Conversion Date and, as of such Securitydate, duly endorsed or assigned such person's rights as a Noteholder with respect to the Company or in blankconverted Security shall cease; provided, at however, that no surrender of a Security on any office or agency date when the stock transfer books of the Company maintained pursuant shall be closed shall be effective to Section 9.2constitute the person entitled to receive the shares of Common Stock upon such conversion as the stockholder of record of such shares of Common Stock on such date, accompanied by written notice but such surrender shall be effective to constitute the person entitled to receive such shares of conversion in substantially Common Stock as the form set forth in the Security (except in the case stockholder of a depositary of a Global Security, record thereof for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, however, that such conversion shall be at the Conversion Price in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. No payment or adjustment will be made for accrued and unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security, but if any Regular Record Date next preceding any Interest Payment Date holder surrenders a Security for conversion after the close of business on the record date for the payment of an installment of interest and prior to the opening of business on the next interest payment date, then, notwithstanding such Interest Payment Date conversion, the interest payable on such interest payment date shall (except in be paid to the case holder of Securities or portions thereof which have such Security on such record date. In such event, unless such Security has been called for redemption on a Redemption Date within or prior to such period) interest payment date, such Security, when surrendered for conversion, must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities being surrendered for conversionportion so converted. Except as provided in If a holder converts more than one Security at the immediately preceding sentencesame time, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full whole shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the total principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, holder a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, a Holder must (a) complete and manually sign the conversion privilegenotice on the back of the Security and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." As soon as practicable after the Conversion Date, the Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained fractional shares pursuant to Section 9.24.3. Anything herein to the contrary notwithstanding, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Securityglobal Securities, conversion notices may be delivered and such Securities may be surrendered for which conversion in accordance with the customary applicable procedures of the depositary will apply)Depositary as in effect from time to time. Securities surrendered The person in whose name the Common Stock certificate is registered shall be deemed to be a shareholder of record on the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for conversion during the period from all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted Security; provided, however, that interest accrued to but excluding December 6, 2001 shall be paid on any Regular Record Date next Security called for redemption pursuant to Article 3 and surrendered for conversion pursuant to this Article 4 on or before the close of business on the Business Day immediately preceding any Interest Payment Date December 6, 2001 (with interest accrued from and including December 1, 2001 through and including December 6, 2001 being paid to the opening Holder surrendering such Security for conversion). If any Holder surrenders a Security for conversion after the close of business on the record date for the payment of an installment of interest and before the close of business on the related interest payment date, then, notwithstanding such conversion, the interest payable on such interest payment date shall be paid to the Holder in whose name such Security was registered at the close of business on such Interest Payment Date shall (except record date; and, in the case of Securities or portions thereof which have such event, unless such Security has been called for redemption on a Redemption Date within redemption, such period) Security, when surrendered for conversion, must be accompanied by delivery by such Holder of payment (which may be in New York Clearing House funds the form of a check or other funds acceptable draft payable to the Company of Conversion Agent) in an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities being surrendered for conversionsuch Security or portion thereof so converted. Except as provided If the Company defaults in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security.interest

Conversion Procedure. In order to exercise To convert a Security, a Holder must (i) complete and manually sign the conversion privilegenotice attached to the Security and deliver such notice to the Conversion Agent, (ii) surrender the Holder of any Security to be converted shall surrender to the Conversion Agent, (iii) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (iv) execute any investment letters or other documents required by the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.24.16, accompanied by written notice and (v) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of conversion in substantially those requirements is the form set forth in "Conversion Date." On such date, the rights of the Holder as a Holder of the Security (except in or portion thereof converted shall cease. As soon as practicable after the case of a depositary of a Global SecurityConversion Date, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date Company shall deliver to the opening Holder through the Conversion Agent a certificate for the number of business on such Interest Payment Date shall (except whole shares of Common Stock issuable upon the conversion and cash in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account lieu of any interest accrued on fractional shares pursuant to Section 4.3. The person in whose name the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities certificate is registered shall be deemed to have been converted immediately prior to the close be a shareholder of business record on the day of Conversion Date; provided, however, that no -------- ------- surrender of such Securities for conversion in accordance with a Security on any date when the foregoing provisions, and at such time the rights stock transfer books of the Holders of such Securities as Holders Company shall cease, and be closed shall be effective to constitute the Person person or Persons persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at and after the close of business on the next succeeding day on which such time. As promptly as practicable on or after stock transfer books are open; provided, further, that such conversion shall be at the conversion date-------- ------- rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company shall issue and shall deliver had not been closed. Payment of accrued interest on a converted Security will be made to the Conversion Date on the next succeeding interest payment date. No adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. If a Holder converts more than one Security at such office or agency a certificate or certificates for the same time, the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the aggregate principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, a Holder must satisfy the conversion privilegerequirements of PARAGRAPH 10 of the Securities. As soon as practicable following the date (the "CONVERSION DATE") on which the Holder satisfies all those requirements, the Company shall deliver to the Holder through the Conversion Agent (i) cash in the amount of Principal Return (as hereinafter provided), (ii) certificate(s) for the number of full Net Shares issuable upon the conversion, as provided in PARAGRAPH 10 of the Securities, (iii) if applicable, cash and/or Common Stock in the amount of the Make-Whole Premium, and (iv) that amount of cash payable, if any, in lieu of any fractional share. A Holder of Securities is not entitled to any Security to be rights of a holder of Common Stock until such Holder has converted shall surrender to its Securities into shares of Common Stock. Except as provided in the Company such Security, duly endorsed or assigned to the Company Securities or in blankthis ARTICLE X or in ARTICLE III, at no payment or adjustment will be made for accrued interest on, or additional interest with respect to, a converted Security or for dividends on any office Common Stock issued on or agency of the Company maintained pursuant prior to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the conversion. If any Holder surrenders a Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from after the close of business on any Regular Record Date next preceding any Interest Payment Date the record date for the payment of an installment of interest and prior to the opening related interest payment date, then, notwithstanding such conversion, the interest payable with respect to such Security on such interest payment date shall be paid on such interest payment date to the Holder of such Security at the close of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called record date; PROVIDED, HOWEVER, that such Security, when surrendered for redemption on a Redemption Date within such period) conversion, must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Conversion Agent on behalf of the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities being surrendered for conversion. Except as provided portion so converted; PROVIDED FURTHER, HOWEVER, that such payment to the Conversion Agent described in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account proviso in respect of any interest accrued on the Securities a Security surrendered for conversion or on account shall not be required if such Security is called for Optional Redemption pursuant to SECTION 3.04 and PARAGRAPHS 6 AND 7 of any dividends on the Common Stock issued upon conversion. Securities Securities; PROVIDED FURTHER, that, if the Company shall be deemed to have been converted immediately have, prior to the close Conversion Date with respect to a Security, defaulted in a payment of business interest on such Security, then in no event shall the day of surrender Holder of such Securities Security who surrenders such Security for conversion be required to pay such defaulted interest or the interest that shall have accrued on such defaulted interest pursuant to SECTION 2.12 (it being understood that nothing in accordance with this SECTION 10.02 shall affect the foregoing provisionsCompany's obligations under SECTION 2.12). If a Holder converts more than one Security at the same time, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock Stock, if any, issuable upon conversion, together with any payment in lieu such conversion shall be based on the total principal amount of any fraction all Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. In order to exercise To convert a Security, a Holder must (a) complete and manually sign the conversion privilegenotice on the back of the Security and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the “Conversion Date.” As soon as practicable after the Conversion Date, the Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained fractional shares pursuant to Section 9.24.3. Anything herein to the contrary notwithstanding, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global SecuritySecurities, for which the customary procedures of the depositary will apply). conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The person in whose name the Common Stock certificate is registered shall be deemed to be a shareholder of record on the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of Brocade shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of Brocade had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date regular record date to the opening of business on such Interest Payment Date shall the next succeeding interest payment date (except in the case of excluding Securities or portions thereof which have been called for redemption on a Redemption Date within during the period beginning at the close of business on a regular record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such periodinterest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities such Security then being surrendered for conversionconverted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in the immediately preceding sentencethis Section 4.2, no payment or adjustment shall will be made upon for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to Security is registered at the close of business on a record date to receive the day of surrender of interest payable on such Securities for conversion Security on the related interest payment date in accordance with the foregoing provisions, and at such time the rights terms of the Holders of such Securities as Holders shall cease, this Indenture and the Person or Persons entitled to receive Securities. If a Holder converts more than one Security at the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such same time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the aggregate principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy the conversion privilege, requirements in paragraph 8 of the Securities. The date on which the Holder of any Security to be converted shall surrender to Securities satisfies all those requirements is the Company such Security, duly endorsed or assigned to conversion date (the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply"Conversion Date"). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly soon as practicable on or after the conversion date, Conversion Date the Company shall issue and shall deliver at such office or agency to the Holder, through the Conversion Agent, a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment the conversion and Cash in lieu of any fraction fractional share determined pursuant to Section 10.03. The Person in whose name the certificate is registered shall be treated as the stockholder of record on and after the Conversion Date; provided, however, that no surrender of a shareSecurity on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such Person shall no longer be a Holder of such Security. No payment on the Securities or adjustment of the Conversion Rate will be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 12.3this Article 10. In On conversion of a Security, that portion of accrued Original Issue Discount attributable to the case period from the Issue Date of any the Security which to the Conversion Date with respect to the converted Security shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the Cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the provisions hereof. If a Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount of the Securities converted. Upon surrender of a Security that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount to the unconverted portion of the principal amount of such SecuritySecurity surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that it is not a Legal Holiday.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy all requirements in the Securities or the Securities Resolution and (i) complete and manually sign the conversion privilege, notice (the Holder of any "Conversion Notice") provided for in the Securities Resolution or the Security to be converted shall surrender (or complete and manually sign a facsimile thereof) and deliver such notice to the Company such Security, duly endorsed Conversion Agent or assigned to the Company or in blank, at any other office or agency maintained for such purpose, (ii) surrender the Security to the Conversion Agent or at such other office or agency by physical delivery, (iii) if required, furnish appropriate endorsements and transfer documents, and (iv) if required, pay all transfer or similar taxes. The date on which such notice shall have been received by and the Security shall have been so surrendered to the Conversion Agent is the "Conversion Date." Such Conversion Notice shall be irrevocable and may not be withdrawn by a Holder for any reason. The Company will complete settlement of any conversion of Securities not later than the fifth business day following the Conversion Date in respect of the Company maintained pursuant cash portion elected to Section 9.2, accompanied by written notice be delivered in lieu of conversion in substantially the form set forth in securities into which the Security (except is convertible and not later than the seventh business day following the Conversion Date in the case of a depositary of a Global Security, for which the customary procedures respect of the depositary will apply)portion to be settled in such securities. Securities surrendered If any Security is converted between the record date for conversion during the period from payment of interest and the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on succeeding interest payment date, such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) Security must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date succeeding interest payment date on the principal amount so converted (unless such Security shall have been called for redemption during such period, in which case no such payment shall be required). A Security converted on an interest payment date need not be accompanied by any payment, and the interest on the principal amount of Securities the Security being surrendered for conversion. Except as provided in converted will be paid on such interest payment date to the registered holder of such Security on the immediately preceding sentencerecord date. Subject to the aforesaid right of the registered holder to receive interest, no payment or adjustment shall will be made upon any on conversion on account of any for interest accrued on the Securities surrendered converted Security or for conversion interest, dividends or other distributions payable on account of any dividends security issued on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to If a Holder converts more than one Security at the close of business on same time, the day of surrender of such Securities for conversion in accordance with securities into which the foregoing provisions, and at such time Security is convertible issuable or cash payable upon the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as based on the record holder or holders total principal amount of such Common Stock at and after such timethe Securities converted. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the Security surrendered; except that if a global Security is so surrendered the Trustee shall authenticate and, if applicable, deliver to the depository a new global Security in a denomination equal to and in exchange for the unconverted portion of the principal amount of such Security.the global Security so surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that is not a Legal Holiday. 30

Conversion Procedure. In order to exercise To convert a Security, a Holder must satisfy the requirements in paragraph 9 in the Securities. The date on which the Holder satisfies all those requirements is the conversion privilege, date (the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply"CONVERSION DATE"). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly soon as practicable on or after the conversion dateConversion Date but in any event no later than the seventh Business Day following the Conversion Date, the Company shall issue and shall deliver at such office or agency to the Holder, through the Conversion Agent, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 11.03. The Company shall determine such full number of shares and the amounts of the required cash with respect to any fractional share, and shall set forth such information in an Officer's certificate delivered to the Conversion Agent. The Conversion Agent shall have no duties under this paragraph unless and until it has received such certificate. The Person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; PROVIDED, HOWEVER, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have 55 been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such Person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book-entry delivery in accordance with paragraph 9 of the Security and the regulations of the applicable book-entry facility. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 11. On conversion of a Security, that portion of accrued Original Issue Discount or cash interest attributable to the period from the Issue Date of the Security through the Conversion Date, with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for accrued Original Issue Discount or cash interest through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any fraction such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued cash interest will be payable upon conversion of Securities made concurrently with or after acceleration of Securities following an Event of Default. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount at Maturity of the Securities converted. A Security surrendered for conversion based on (a) the Common Stock price may be surrendered for conversion until the close of business on Xxxxx 00, 0000, (x) the Security being called for redemption may be surrendered for conversion at any time prior to the close of business on the second Business Day immediately preceding the Redemption Date, even if it is not otherwise convertible at such time, and (c) upon the occurrence of certain corporate transactions more fully described in paragraph 9 of the Security may be surrendered for conversion at any time from and after the date which is 15 days prior to the anticipated effective date of such transaction until 15 days after the actual date of such transaction, and if such day is not a Business Day, the next occurring Business Day following such day. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount at Maturity to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, a Holder must (a) complete and manually sign the conversion privilegenotice on the back of the Security and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." As soon as practicable after the Conversion Date, the Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained fractional shares pursuant to Section 9.24.3. Anything herein to the contrary notwithstanding, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global SecuritySecurities, for which the customary procedures of the depositary will apply). conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Date; PROVIDED, HOWEVER, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; PROVIDED, FURTHER, that such conversion shall be at the Conversion Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date regular record date to the opening of business on such Interest Payment Date shall the next succeeding interest payment date (except in the case of excluding Securities or portions thereof which have been called for redemption or presented for purchase upon a Change in Control on a Redemption Date within or Change in Control Purchase Date, as the case may be, during the period beginning at the close of business on a regular record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such periodinterest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities such Security then being surrendered for conversionconverted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in the immediately preceding sentencethis Section 4.2, no payment or adjustment shall will be made upon for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to Security is registered at the close of business on a record date to receive the day of surrender of interest payable on such Securities for conversion Security on the related interest payment date in accordance with the foregoing provisions, and at such time the rights terms of the Holders of such Securities as Holders shall cease, this Indenture and the Person or Persons entitled to receive Securities. If a Holder converts more than one Security at the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such same time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the aggregate principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy the requirements in paragraph 8 of the Securities. The date on which the Holder satisfies all those requirements is the conversion privilegedate (the "Conversion Date"). As soon as practicable after the Conversion Date but in any event no later than the seventh Business Day following the Conversion Date, the Holder Company shall deliver to the Holder, through the Conversion Agent, a certificate for the number of full shares of Class A Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 11.03. The person in whose name the certificate is registered shall be ----- treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a Security to be converted shall surrender to on any date when the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency stock transfer books of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities closed shall be deemed effective to have been converted immediately prior to constitute the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person person or Persons persons entitled to receive the shares of Class A Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Class A Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Class A Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Class A Common Stock except as provided in this Article 11. On conversion of a Security, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 10.01) or (except as provided below) accrued cash interest ----- attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 10.01, the later of (x) the date of such ----- exercise and after (y) the date on which interest was last paid) of the Security or the date on which interest was last paid through the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Class A Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the provisions hereof; and the fair market value of such timeshares of Class A Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 10.01) and cash interest accrued through the Conversion ----- Date, and the balance, if any, of such fair market value of such Class A Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. As promptly as practicable on Notwithstanding the foregoing, accrued but unpaid cash interest will be payable upon conversion of Securities made concurrently with or after acceleration of Securities following an Event of Default. If the Holder converts more than one Security at the same time, the number of shares of Class A Common Stock issuable upon the conversion dateshall be based on the total Principal Amount at Maturity of the Securities converted. If the last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of a Security that is converted in part, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversionexecute, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount at Maturity to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security of any series, a Holder must satisfy the requirements for conversion contained on the Securities of that series. The date on which the Holder satisfies all those requirements is the conversion privilegedate. As soon as practicable after the conversion date, the Company shall, or shall cause the Parent to, deliver to the Holder through the Conversion Agent a certificate for the number of shares of Parent Stock deliverable upon the conversion and cash or its check in lieu of any fractional share. The person in whose name the certificate is registered becomes a stockholder of record on the conversion date and the rights of the Holder of the Securities so converted as a Holder thereof cease as of such date. If the Holder converts more than one Security of any series at the same time, the number of full shares issuable upon the conversion shall be based on the total principal amount of the Securities of such series so converted. Upon surrender of a Security of any series that is converted in part, the Trustee shall authenticate for the Holder a new Security of that series equal in principal amount to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted shall surrender to the Company such Securityis a Legal Holiday in a place where a Conversion Agent is located, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in may be surrendered to that Conversion Agent on the case next succeeding day that is not a Legal Holiday. The Company will not be required to deliver, or cause the Parent to deliver, certificates for shares of Parent Stock upon conversion while the Parent's stock transfer books are closed for a depositary meeting of a Global Securitystockholders or for the payment of dividends or for any other purpose, but certificates for which shares of Parent Stock shall be delivered as soon as the customary procedures of the depositary will apply)stock transfer books shall again be opened. Securities of any series surrendered for conversion during the period from the close of business on of any Regular Record Date next preceding any Interest Payment Date for such series to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date redemption date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on in such Interest Payment Date on the principal amount of Securities being surrendered for conversion; provided, that no such payment need be made if there shall exist, at the time of conversion, a default in the payment of interest on the Securities of such series. The funds so delivered to the Conversion Agent shall be paid to the Company on or after such Interest Payment Date unless the Company shall default on the payment of the interest due on such Interest Payment Date, in which event such funds shall be paid to the Holder who delivered the same. Except as provided in the immediately preceding sentencesentence and subject to the last paragraph of Section 2.13, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Parent Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security.36

Conversion Procedure. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender to the Company such To convert a Security, duly endorsed or assigned to a Holder must satisfy the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form requirements set forth in paragraph 8 of the Security (except Securities. The first date on which the Holder satisfies all those requirements in the case respect of a depositary of a Global Security, for which Security is the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such timedate. As promptly soon as practicable practical on or after the conversion date, the Company shall issue and shall deliver at such office or agency through the Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon conversionthe conversion of that Security and a check for any fractional share. The person in whose name the certificate is registered shall be treated as a stockholder of record on and after the conversion date. Anything herein to the contrary notwithstanding, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures. No payment or adjustment will be made for accrued interest on a converted Security (other than the payment of interest to the Holder of a Security at the close of business on a record date pursuant to Section 2.04(b) hereof), or for dividends or distributions on any Common Stock issued upon conversion of any Security. If a Holder converts more than one Security which at the same time, the number of full shares issuable upon the conversion shall be based on the total principal amount of the Securities converted. If Common Stock is to be issued in the name of a Person other than the Holder thereof, and the restrictions on transfer of such Security set forth in the first paragraph of the face of the Security remain in effect, the Holder must provide certification regarding compliance with the restrictions on transfer, by executing an assignment in the form attached to the Security. Upon surrender of a Security that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of Security surrendered. If the last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered to that Conversion Agent on the next succeeding Business Day with the same force and effect as if surrendered on such Securitylast day.

Conversion Procedure. In order to exercise To convert a Security, a Holder must satisfy the requirements in paragraph 8 of the Securities and (i) complete and manually sign the conversion privilegenotice on the back of the Security and deliver such notice to the Conversion Agent, (ii) surrender the Security to the Conversion Agent, (iii) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (iv) pay any transfer or other tax, if required by Section 10.04 and (v) if the Security is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary's book-entry conversion programs. The date on which the Holder satisfies all of the foregoing requirements is the "CONVERSION DATE". As soon as practicable after the Conversion Date, the Company shall deliver to the Holder through the Conversion Agent either (i) a certificate for or (ii) a book-entry notation of the number of whole shares of Class A Common Stock issuable upon the conversion and cash in lieu of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained fractional shares pursuant to Section 9.210.05; provided, accompanied by written notice of conversion in substantially the form set forth however, that in the Security (except event of a Principal Value Conversion referred to below in this Section 10.02, the Company shall deliver to the Holder through the Conversion Agent such cash and/or Class A Common Stock as shall be specified in the case of a depositary of a Global Security, for which Principal Value Conversion Notice pertaining to such Principal Value Conversion. The person in whose name the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities certificate is registered shall be deemed to have been converted immediately prior to the close be a stockholder of business record on the day of Conversion Date; provided, however, that no surrender of such Securities for conversion in accordance with a Security on any date when the foregoing provisions, and at such time the rights stock transfer books of the Holders of such Securities as Holders Company shall cease, and be closed shall be effective to constitute the Person person or Persons persons entitled to receive the shares of Class A Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Class A Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Class A Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for accrued interest, if any (including contingent interest, if any), on a converted Security or for dividends or distributions on shares of Class A Common Stock issued upon conversion of a Security, but if any Holder surrenders a Security for conversion between the record date for the payment of an installment of interest and after the next interest payment date, then, notwithstanding such conversion, the interest (including contingent interest, if any) payable on such interest payment date shall be paid to the Holder of such Security on such record date. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of a check payable to the Conversion Agent in an amount equal to the interest (including contingent interest, if any) payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided, however, that no such check shall be required if such Security has been called for redemption on a redemption date within the period between and including such record date and such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest (including contingent interest, if any) payable on the interest payment date, the Conversion Agent shall repay such funds to the Holder. If a Holder converts more than one Security at the same time. As promptly as practicable on or after , the number of shares of Class A Common Stock issuable upon the conversion dateshall be based on the aggregate principal amount of Securities converted. Upon surrender of a Security that is converted in part, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversionexecute, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order To convert a Note, a Holder must satisfy the requirements in Paragraph 8 of the Notes. The first Business Day on which the Holder satisfies all those requirements and submits such Holder’s Notes for conversion is hereinafter referred to exercise as the “Conversion Date”. As soon as practicable after the Conversion Date, the Company shall deliver to the Holder, through the transfer agent for the Common Shares, a certificate for, or a beneficial interest in a global certificate representing, the number of Common Shares issuable upon the conversion privilege, the Holder or exchange and cash in lieu of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained fractional share determined pursuant to Section 9.212.3. The Company and the Guarantor shall take all necessary actions to ensure that the Person in whose name the certificate is registered is entered into the Guarantor’s share register as a shareholder of record as of the close of business on the Conversion Date, accompanied or as soon thereafter as is possible. Upon conversion by written notice of conversion in substantially the form set forth in the Security (except in the case a Holder of a depositary Note in its entirety, such person shall no longer be a Holder of such Note. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Shares except as provided in this Article XII. Upon conversion of a Global SecurityNote, for which except as provided below with respect to interest payable on Notes or portions thereof converted after a Record Date, that portion of accrued and unpaid interest on the customary procedures converted Notes attributable to the period from the most recent Interest Payment Date through the Conversion Date shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through issuance and delivery of the depositary Common Shares (together with the cash payment, if any, in lieu of fractional shares) for the Note being converted pursuant to the provisions hereof. The Company will apply)not adjust the Conversion Rate to account for accrued interest, if any. Securities If the Holder converts more than one Note at the same time, the number of Common Shares issuable upon the conversion shall be based on the total principal amount of the Notes converted. The Notes or portions thereof surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on the date on which such Interest Payment Date interest is payable shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment to the Company or its order, in New York Clearing House funds or other funds acceptable to the Company Company, of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities the Notes or portions thereof being surrendered for conversion. Except as provided in If the immediately preceding sentencelast day on which a Note may be converted is a Legal Holiday, no payment or adjustment shall the Note may be made upon any conversion on account of any interest accrued surrendered on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversionnext succeeding day that is not a Legal Holiday. Securities shall be deemed to have been converted immediately prior to the close of business on the day of Upon surrender of such Securities for conversion a Note that is converted in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion datepart, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversionexecute, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of Note in an authorized denominations denomination equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecurityNote surrendered.

Conversion Procedure. In order to exercise To convert a Security (or any portion thereof), a Holder must satisfy the conversion privilege, requirements of PARAGRAPH 9 of the Securities. As soon as practicable (and in no event later than three Trading Days) following the date (the “Conversion Date”) on which the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for satisfies all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion datethose requirements, the Company shall issue and shall deliver at such office or agency to the Holder through the Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion, together with any payment in lieu of any fraction of a share, as provided in Section 12.3PARAGRAPH 9 of the Securities, and, a check or wire transfer of immediately available funds for payment of accrued and unpaid interest (including Additional Interest) on the principal amount of Securities being converted to but excluding the Conversion Date. In On and after the case Conversion Date, the person in whose name such certificate is to be registered shall be treated as a shareholder of record of the Company, and all rights of the Holder of the Security to be converted shall terminate, other than the right to receive the shares of Common Stock and cash deliverable as provided in the preceding sentence. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities into shares of Common Stock, or is deemed to be a shareholder of record of the Company, as provided in this paragraph, and then only to the extent such Securities are deemed to have been so converted or such Holder is so deemed to be a shareholder of record. If the Company fails to issue and deliver, or cause to be issued and delivered though the Conversion Agent, to a Holder (or such Holder’s nominee or nominee), certificates for the number of full shares of Common Stock to which such Holder shall be entitled upon conversion of any Securities on or prior to the date which is three Trading Days after the Conversion Date, and if on or after such date such Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder of the shares of Common Stock which such Holder anticipated receiving upon conversion, then the Company shall, within three Business Days after such Holder’s request therefore, (a) pay in cash to such Holder the amount by which (i) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (ii) the amount obtained by multiplying (x) the number of shares of Common Stock required to be issued and delivered upon such conversion, by (y) the price at which the sell order giving rise to such purchase obligation was executed, and (b) at the option of such Holder, either reinstate the Security (or portion thereof) and equivalent number of shares of Common Stock for which such conversion was not timely honored, or deliver to the Holder the number of shares of Common Stock that should have been issued and delivered upon conversion as required by the terms hereof. If a Holder converts more than one Security at the same time, the number of full shares of Common Stock issuable upon such conversion shall be based on the total principal amount of all Securities converted. Upon surrender of a Security that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. In order to exercise To convert a Note, a Holder must (a) complete and manually sign the conversion privilegenotice on the back of the Note and deliver such notice to the Conversion Agent; (b) surrender the Note to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, and (d) pay any transfer or similar tax, if required pursuant to Section 4.04 hereof. The date on which the Holder satisfies all of those requirements is 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 shares of Class A Common Stock issuable upon the conversion, payment for accrued interest on such Note to the extent required by this Section 4.02 and cash in lieu of any Security fractional shares pursuant to be converted shall surrender Section 4.03. The Company may, at any time and as a condition to delivering such shares of Class A Common Stock, require any Holder to deliver a representation and warranty made to the Company and an officer's certificate certifying as to whether or not such Security, duly endorsed or assigned to the Company or in blank, at any office or agency Holder is a Regulated Person as of the Company maintained pursuant to Section 9.2, accompanied Conversion Date and certifying the number of issued and outstanding shares of Common Stock "Beneficially Owned" (as defined in Rule 13d-3 under the Exchange Act) by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures such Holder as of the depositary will apply)Conversion Date. Securities surrendered for conversion during The Company may also rely upon the period from stock ledger and corporate records of the close of business on Company. The Trustee shall have no obligation to make any Regular Record Date next preceding any Interest Payment Date to such determination. The person in whose name the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities certificate is registered shall be deemed to have been converted immediately prior to the close be a shareholder of business record on the day of Conversion Date; provided, however, that no surrender of such Securities for conversion in accordance with a Note on any date when the foregoing provisions, and at such time the rights stock transfer books of the Holders of such Securities as Holders Company shall cease, and be closed shall be effective to constitute the Person person or Persons persons entitled to receive the shares of Class A Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Class A Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Class A Common Stock as the record holder or holders thereof for all purposes at and after the close of business on the next succeeding day on which such timestock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. As promptly as practicable on or Upon conversion of a Note, such person shall no longer be a Holder of such Note. If any Holder surrenders a Note for conversion after the conversion close of business on the record date for the payment of an installment of interest and before the close of business on the related interest payment date, the Company shall issue and shall deliver pay accrued interest through the Conversion Date to the Holder of such Note on such record date. If a Holder converts more than one Note at such office or agency a certificate or certificates for the same time, the number of full shares of Class A Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the aggregate principal amount of any fraction Notes converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which Note that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations Note equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecurityNote surrendered.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy the conversion privilege, the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form requirements set forth in the Security (except in the case of a depositary of a Global Security, for Securities. The date on which the customary procedures of Holder satisfies all those requirements is the depositary will applyconversion date (the "Conversion Date"). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly soon as practicable on or after the conversion dateConversion Date, the Company shall issue and shall deliver at such office or agency to the Holder, through the Conversion Agent, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 11.03. Prior to the Conversion Date, a Holder of a Security shall have no rights as a shareholder with respect to the shares of Common Stock into which such Security is convertible. The Person in whose name the certificate is registered shall be treated as a shareholder of record on and after the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons <PAGE> 61 entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such Person shall no longer be a Holder of such Security and such Security shall be cancelled and no longer outstanding. No payment or adjustment will be made for accrued Original Issue Discount, unpaid interest, liquidated damages, dividends on, or other distributions with respect to, any converted Security or Common Stock except as provided in this Article 11. On conversion of a Security, that portion of accrued Original Issue Discount (or interest, if the Securities have been converted into semi-annual cash pay notes pursuant to Section 10.01) attributable to the period from the Issue Date (or, if the Issuers have exercised the option provided for in Section 10.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) of the Security through the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount (or interest, if the Securities have been converted into semi-annual cash pay notes pursuant to Section 10.01) accrued through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any fraction such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount at Maturity of the Securities converted. If the last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company Issuers shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount at Maturity to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy the conversion privilege, applicable requirements under the Holder heading “Conversion” of any the Securities for such Security to be converted shall surrender to convertible. The date on which the Company such Security, duly endorsed or assigned to Holder satisfies all those requirements is the Company or Conversion Date (the “Conversion Date”). As soon as practicable after the Conversion Date (but in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form no event later than as set forth in the Security (except Securities), the Company shall deliver to the Holder, through the Conversion Agent, a certificate for the number of full shares of Class A common stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 1303. The person in whose name the case certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a depositary of a Global Security, for which Security on any date when the customary procedures stock transfer books of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities closed shall be deemed effective to have been converted immediately prior to constitute the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person person or Persons persons entitled to receive the Common Stock issuable shares of Class A common stock upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock shares of Class A common stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Class A common stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Class A common stock except as provided in this Article Thirteen. On conversion of a Security, a Holder will receive a cash payment of interest representing accrued and after unpaid interest. Delivery to the holder of the full number of shares of Class A common stock into which the Security is convertible, together with any cash payment of such Holder’s fractional shares, will be deemed to satisfy the Company’s obligation to pay the principal amount of the Security. If the Holder converts more than one Security at the same time. As promptly as practicable on or after , the number of shares of Class A common stock issuable upon the conversion dateshall be based on the total principal amount of the Securities converted. If the last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of a Security that is converted in part, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversionexecute, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy the requirements in paragraph 9 of the Securities. The date on which the Holder satisfies all those requirements is the conversion privilegedate (the "Conversion Date"). As soon as practicable following the Conversion Date, the Holder of any Security to be converted shall surrender to Issuers will deliver, directly or through the Company such SecurityConversion Agent, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount in cash (the "Cash Amount") equal to the interest payable on such Interest Payment Date on Initial Principal Amount at Maturity of the principal amount of Securities being surrendered for conversion. Except as provided in The difference, if positive, between the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account Conversion Value and the Initial Principal Amount at Maturity of any interest accrued on the Securities surrendered for conversion (the "Premium") may be satisfied, at the option of the Issuers, exercisable at any time or on account from time to time, by an instrument in writing signed by the Issuers, by delivering to a Converting Holder, in addition to the Cash Amount, either (i) an amount in cash equal to the Premium or (ii) the number of any dividends whole shares of Common Stock equal to the quotient of (x) the Premium for such Securities divided by (y) the last reported Sales Price of the Company's Common Stock on the Conversion Date (if the Conversion Date is not a Business Day, then on the Business Day immediately preceding the Conversion Date), plus a cash payment for fractional shares determined pursuant to Section 10.03. At any time after which the Securities could be converted by action of the Holder, at the written request of a Holder, the Company will, within five calendar days of receipt of such request, notify such Holder whether the Premium will be satisfied in cash or Company Common Stock issued upon conversionas aforesaid. Securities Any such notice by the Company will be irrevocable for 60 calendar days (or such longer period as the Company may specify on the notice), and then may only be revoked after ten additional calendar days notice. All elections or notices contemplated to be given by the Company in this paragraph will be made or given by delivery of written notice to the Trustee as herein provided and to the Holder. In the event that the Issuers elect to satisfy the Premium with Common Shares, the person in whose name the certificate is registered shall be deemed to have been converted immediately prior to treated as a stockholder of record on and after the close of business on the day of Conversion Date; provided, however, that no surrender of such Securities for conversion in accordance with a Security on any date when the foregoing provisions, and at such time the rights stock transfer books of the Holders of such Securities as Holders Company shall cease, and be closed shall be effective to constitute the Person person or Persons persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 10. On conversion of a Security, that portion of accrued Contingent Additional Principal attributable to the period from the Issue Date of the Security through the Conversion Date and (except as provided below) accrued and payable Contingent Cash Interest with respect to the converted Security through the Conversion Date shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Cash Amount, together with any payment cash or Common Stock in lieu respect of any fraction the Premium, in exchange for the Security being converted pursuant to the provisions hereof; and the fair market value of such cash or Common Stock in respect of the Premium shall be treated as delivered, to the extent thereof, in exchange for Contingent Additional Principal accrued through the Conversion Date and accrued Contingent Cash Interest, and the Cash Amount shall be treated as delivered in exchange for the Initial Principal Amount at Maturity of the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the Cash Amount, together with the cash or Common Stock in respect of the Premium, issuable upon the conversion shall be based on the total Principal Amount at Maturity of the Securities converted. If the last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company Issuers shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount at Maturity to the unconverted portion of the principal amount of such SecuritySecurity surrendered."

Conversion Procedure. In order to exercise To convert a Security, a Holder must satisfy the requirements in paragraph 9 in the Securities. The date on which the Holder satisfies all those requirements is the conversion privilege, date (the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply"Conversion Date"). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date The Conversion Agent shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to notify the Company of an amount equal to the interest payable on such Interest Payment Conversion Date on within one Business Day following the principal amount of Securities being surrendered for conversionConversion Date. Except as provided in Within two Business Days following the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion dateConversion Date, the Company shall issue and deliver to the Holder, through the Trustee, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash, unless the Company shall have previously delivered a notice of redemption pursuant to Section 3.03 hereof. If the Company shall have notified the Holder that all of such Security shall be converted into shares of Common Stock, the Company shall deliver at such office or agency to the Holder through the Conversion Agent, as promptly as practicable but in any event no later than the fifth Business Day following the Conversion Date a certificate or certificates for the number of full shares of Common Stock issuable deliverable upon conversionthe conversion and cash in lieu of any fractional share determined pursuant to Section 11.03 hereof. Except as provided in the last sentence in the third paragraph of Section 11.01 hereof, if the Company shall have notified the Holder that all or a portion of such Security shall be paid in cash, the Company shall deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security no later than the tenth Business Day following such Conversion Date, together with a certificate for the number of full shares of Common Stock deliverable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 11.03 hereof. Except as provided in the last sentence in the third paragraph of Section 11.01 hereof, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraph. If shares of Common Stock are delivered as consideration, then the person in whose name the certificate representing such shares is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 11. On conversion of a Security, that portion of accrued Original Issue Discount and cash interest, including Contingent Cash Interest, if any, attributable to the period from the Issue Date of the Security through but not including the Conversion Date, with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the provisions hereof (except to the extent that semiannual and Contingent Cash Interest are paid in cash as provided in paragraph 9 of the Securities); and such cash, if any, and/or the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as delivered, to the extent thereof, first in exchange for accrued Original Issue Discount and cash interest, including Contingent Cash Interest, if any, accrued through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any fraction such cash payment in lieu of fractional shares) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued cash interest will be payable upon conversion of Securities made concurrently with or after acceleration of Securities following an Event of Default. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount at Maturity of the Securities converted. If the last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered on the next succeeding day that is not a Legal Holiday. A Security surrendered for conversion based on (a) the Common Stock price may be surrendered for conversion at any time during the applicable fiscal quarter, (b) the Security being called for redemption may be surrendered for conversion at any time prior to the close of business on the second Business Day immediately preceding the Redemption Date, even if it is not otherwise convertible at such time, (c) a credit downgrade may be surrendered for conversion until the close of business on any Business Day during the period of the continuance of the credit downgrade as more fully described in paragraph 9 of the Security, and (d) upon the occurrence of certain corporate transactions more fully described in paragraph 9 of the Security may be surrendered for conversion at any time from and after the date which is 15 days prior to the anticipated effective date of such transaction until 15 days after the actual date of such transaction, and if such day is not a Business Day, the next occurring Business Day following such day; but in each of (a), (b), (c) and (d) above, in no event later than the close of business on May 11, 2033. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount at Maturity to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, a Holder must (a) complete and manually sign the conversion privilegenotice on the back of the Security and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." As soon as practicable after the Conversion Date, the Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained fractional shares pursuant to Section 9.24.3. Anything herein to the contrary notwithstanding, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global SecuritySecurities, for which the customary procedures of the depositary will apply). conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Date; provided, -------- however, that no surrender of a Security on any date when the stock transfer ------- books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion -------- ------- shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date regular record date to the opening of business on such Interest Payment Date shall the next succeeding interest payment date (except in the case of excluding Securities or portions thereof which have been are either (i) called for redemption or (ii) subject to purchase following a Change in Control, in either case, on the date during the period beginning at the close of business on a Redemption Date within regular record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such periodinterest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities such Security then being surrendered for conversionconverted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in the immediately preceding sentencethis Section 4.2, no payment or adjustment shall will be made upon for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to Security is registered at the close of business on a record date to receive the day of surrender of interest payable on such Securities for conversion Security on the related interest payment date in accordance with the foregoing provisions, and at such time the rights terms of the Holders of such Securities as Holders shall cease, this Indenture and the Person or Persons entitled to receive Securities. If a Holder converts more than one Security at the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such same time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the aggregate principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, a Holder must satisfy the requirements in paragraph 9 in the Securities. The date on which the Holder satisfies all those requirements is the conversion privilege, date (the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply"Conversion Date"). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date The Conversion Agent shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to notify the Company of an amount equal to the interest payable on such Interest Payment Conversion Date on within one Business Day following the principal amount of Securities being surrendered for conversionConversion Date. Except as provided in Within two Business Days following the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion dateConversion Date, the Company shall issue and deliver to the Holder, through the Trustee, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash, unless the Company shall have previously delivered a notice of redemption pursuant to Section 3.3 hereof. If the Company shall have notified the Holder that all of such Security shall be converted into shares of Common Stock, the Company shall deliver at such office or agency to the Holder through the Conversion Agent, as promptly as practicable but in any event no later than the fifth Business Day following the Conversion Date a certificate or certificates for the number of full shares of Common Stock issuable deliverable upon conversionthe conversion and cash in lieu of any fractional share determined pursuant to Section 12.3 hereof. Except as provided in the last sentence in the third paragraph of Section 12.1 hereof, if the Company shall have notified the Holder that all or a portion of such Security shall be paid in cash, the Company shall deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security no later than the tenth Business Day following such Conversion Date, together with a certificate for the number of full shares of Common Stock deliverable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 12.3 hereof. Except as provided in the last sentence in the third paragraph of Section 12.1 hereof, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraph. If shares of Common Stock are delivered as consideration, then the person in whose name the certificate representing such shares is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 12. On conversion of a Security, that portion of accrued Original Issue Discount and cash interest, including Contingent Cash Interest, if any, attributable to the period from the Issue Date of the Security through but not including the Conversion Date, with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the provisions hereof (except to the extent that semiannual and contingent interest are paid in cash as provided in paragraph 9 of the Securities); and such cash, if any, and/or the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as delivered, to the extent thereof, first in exchange for accrued Original Issue Discount and cash interest, including Contingent Cash Interest, if any, accrued through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any fraction such cash payment in lieu of fractional shares) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued cash interest will be payable upon conversion of Securities made concurrently with or after acceleration of Securities following an Event of Default. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount at Maturity of the Securities converted. If the last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered on the next succeeding day that is not a Legal Holiday. A Security surrendered for conversion based on (a) the Common Stock price may be surrendered for conversion at any time during the applicable calendar quarter, (b) the Security being called for redemption may be surrendered for conversion at any time prior to the close of business on the second Business Day immediately preceding the Redemption Date, even if it is not otherwise convertible at such time, (c) a credit downgrade may be surrendered for conversion until the close of business on any Business Day during the period of the continuance of the credit downgrade as more fully described in paragraph 9 of the Security, and (d) upon the occurrence of certain corporate transactions more fully described in paragraph 9 of the Security may be surrendered for conversion at any time from and after the date which is 15 days prior to the anticipated effective date of such transaction until 15 days after the actual date of such transaction, and if such day is not a Business Day, the next occurring Business Day following such day; but in each of (a), (b), (c) and (d) above, in no event later than the close of business on June 2, 2033. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount at Maturity to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, a Holder must (a) complete Part I of and manually sign the conversion privilegenotice on the back of the Security (the “Conversion Notice”) and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the “Conversion Date”. As soon as practicable after the Conversion Date, Parent shall deliver to the Holder through a Conversion Agent the number of ADSs issuable upon the conversion and cash in lieu of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained fractional ADSs pursuant to Section 9.25.03. Anything herein to the contrary notwithstanding, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global SecuritySecurities, for which the customary procedures of the depositary will apply). conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with Applicable Procedures as in effect from time to time. The Conversion Agent shall use commercially reasonable efforts to procure the completion of Part II of the Conversion Notice by the Holder who converts a Security. The Conversion Agent shall promptly, but in no event later than two Business Days following the Conversion Date, deliver a copy of such duly completed Conversion Notice to the ADS Depositary, the Custodian (as defined in the Deposit Agreement), the Company and counsel to the Company. As soon as practicable after the Conversion Date, Parent shall, on behalf of such Holder, deliver to and deposit with the ADS Depositary or its custodian, in accordance with the applicable terms and conditions of the Deposit Agreement, such number of Ordinary Shares represented by the number of ADSs such Holder will receive upon conversion, based on the applicable Ordinary Share-to-ADS ratio then in effect. Such Ordinary Shares will be registered in the name of the ADS Depositary or its nominee. Subject to compliance with the terms of the Deposit Agreement, the ADS Depositary will issue such number of ADSs representing the deposited Ordinary Shares to such Holder. The ADS Depositary or its nominee shall be deemed to be the registered holder of the Ordinary Shares represented by the ADSs issued upon conversion on the date it is registered as such in Parent’s share register. Upon conversion of a Security, a Holder shall no longer be considered a Holder of such Security. No payment or adjustment will be made for dividends or distributions on Ordinary Shares issued upon conversion of a Security. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date regular record date to the opening of business on such Interest Payment Date shall the next succeeding interest payment date (except in the case of excluding Securities or portions thereof which have been called for redemption are subject to purchase following a Change of Control on a Redemption Date within date during the period beginning at the close of business on a regular record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such periodinterest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of in an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities such Security then being surrendered for conversionconverted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in the immediately preceding sentencethis Section 5.02, no payment or adjustment shall will be made upon for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to Security is registered at the close of business on a record date to receive the day of surrender of interest payable on such Securities for conversion Security on the related interest payment date in accordance with the foregoing provisions, and at such time the rights terms of the Holders of such Securities as Holders shall cease, this Indenture and the Person or Persons entitled to receive Securities. If a Holder converts more than one Security at the Common Stock same time, the number of ADSs issuable upon the conversion shall be treated for all purposes as based on the record holder or holders aggregate principal amount of such Common Stock at and after such timeSecurities converted. As promptly as practicable on or after the conversion dateUpon surrender of a Security that is converted in part, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversionexecute, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, a holder must satisfy the requirements in paragraph 10 of the Securities. The date on which the holder satisfies all of those requirements is the conversion privilegedate (the "Conversion Date"). As soon as practicable after the Conversion Date, the Holder of any Security to be converted Company shall surrender deliver to the Company holder through the Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and a check for any fractional share determined pursuant to Section 5.03. The person in whose name the certificate is registered shall become the stockholder of record on the Conversion Date and, as of such Securitydate, duly endorsed or assigned to such person's rights as a Noteholder shall cease; provided, however, that no surrender of a Security on any date when the Company or in blank, at any office or agency stock transfer books of the Company maintained pursuant shall be closed shall be effective to Section 9.2constitute the person entitled to receive the shares of Common Stock upon such conversion as the stockholder of record of such shares of Common Stock on such date, accompanied by written notice but such surrender shall be effective to constitute the person entitled to receive such shares of conversion in substantially Common Stock as the form set forth in the Security (except in the case stockholder of a depositary of a Global Security, record thereof for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, however, that such conversion shall be at the Conversion Price in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. No payment or adjustment will be made for accrued and unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security, but if any Regular Record Date next preceding any Interest Payment Date holder surrenders a Security for conversion after the close of business on the record date for the payment of an installment of interest and prior to the opening of business on the next interest payment date, then, notwithstanding such Interest Payment Date conversion, the interest payable on such interest payment date shall (except in be paid to the case holder of Securities or portions thereof which have been called such Security on such record date. In such event, such Security, when surrendered for redemption on a Redemption Date within such period) conversion, must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities being surrendered for conversionportion so converted. Except as provided in If a holder converts more than one Security at the immediately preceding sentencesame time, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full whole shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the total principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, holder a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise the conversion privilege, the Holder To convert a Security of any Security to be converted shall series, a Holder must surrender to the Company such Security, duly endorsed or assigned to the Company Issuer or in blank, at any office or agency of the Company Issuer maintained pursuant to Section 9.2for that purpose, accompanied by written notice to the Issuer at such office or agency that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. The date on which the Holder satisfies all those requirements is the conversion date. As soon as practicable after the conversion date, the Issuer shall deliver to the Holder through the Conversion Agent a certificate for the number of shares of Common Stock issuable upon the conversion and cash or its check in substantially 79 90 lieu of any fractional share. The Person in whose name the form set forth certificate is registered becomes a stockholder of record on the conversion date and the rights of the Holder of the Securities so converted as a Holder thereof cease as of such date. If the Holder converts more than one Security of any series at the same time, the number of full shares issuable upon the conversion shall be based on the total principal amount of the Securities of such series so converted. Upon surrender of a Security of any series that is converted in part, the Trustee shall authenticate for the Holder a new Security of that series equal in principal amount to the unconverted portion of the Security (except surrendered. If the last day on which a Security may be converted is not a Business Day in a place where a Conversion Agent is located, the case Security may be surrendered to that Conversion Agent on the next succeeding day that is a Business Day. The Issuer will not be required to deliver certificates for shares of Common Stock upon conversion while its stock transfer books are closed for a depositary meeting of a Global Securitystockholders or for the payment of dividends or for any other purpose, but certificates for which shares of Common Stock shall be delivered as soon as the customary procedures of the depositary will apply)stock transfer books shall again be opened. Securities of any series surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date for such series to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date redemption date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company Issuer of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion; provided, that no such payment need be made if there shall exist, at the time of conversion, a default in the payment of interest on the Securities of such series. The funds so delivered to the Conversion Agent shall be paid to the Issuer on or after such Interest Payment Date unless the Issuer shall default on the payment of the interest due on such Interest Payment Date, in which event such funds shall be paid to the Holder who delivered the same. Except as provided in the immediately preceding sentencesentence and subject to the last paragraph of Section 2.7, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security.

Conversion Procedure. In order to exercise To convert a Security, a Holder must (i) complete and manually sign the conversion privilegenotice on the back of the Security and deliver such notice to the Conversion Agent, (ii) surrender the Security to the Conversion Agent, (iii) furnish appropriate endorsements and transfer documents to the Registrar or the Conversion Agent, (iv) pay any transfer or other tax, if required by Section 4.4 and (v) if the Security is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary's book-entry conversion programs. The date on which the Holder satisfies all of the foregoing requirements is the conversion date. As soon as practicable after the conversion date, the Company shall deliver to the Holder through the Conversion Agent (1) cash in the amount calculated in accordance with Section 4.15, (2) the number of whole shares of Common Stock issuable upon the conversion and (3) cash in lieu of any fractional shares pursuant to Section 4.15. The person in whose name the Security is registered shall be deemed to be converted shall a stockholder of record on the conversion date; PROVIDED, HOWEVER, that no surrender to of a Security on any date when the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency stock transfer books of the Company maintained pursuant shall be closed shall be effective to Section 9.2constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, accompanied by written notice but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at 5:00 p.m., New York City time on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in substantially effect on the form set forth in date that such Security shall have been surrendered for conversion, as if the Security (except in stock transfer books of the case Company had not been closed. Upon conversion of a depositary Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for accrued interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered but if any Holder surrenders a Security for conversion during between the period from the close of business on any Regular Record Date for the payment of an installment of interest and the next preceding any Interest Payment Date to Date, then, notwithstanding such conversion, the opening of business interest payable on such Interest Payment Date shall (except in be paid to the case Holder of Securities or portions thereof which have been called such Security on such Record Date. In such event, such Security, when surrendered for redemption on a Redemption Date within such period) conversion, must be accompanied by payment in New York Clearing House funds or other funds acceptable delivery of a check payable to the Company of Conversion Agent in an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversionportion so converted. Except as provided in If such payment does not accompany such Security, the immediately preceding sentenceSecurity shall not be converted; PROVIDED, HOWEVER, that no payment or adjustment such check shall be made upon any conversion required if such Security has been called for redemption on account of any interest accrued on a redemption date within the Securities period between and including such Record Date and such Interest Payment Date, or if such Security is surrendered for conversion or on account of any dividends on the Common Stock issued upon conversionInterest Payment Date. Securities If the Company defaults in the payment of interest payable on the Interest Payment Date, the Conversion Agent shall be deemed to have been converted immediately prior repay such funds to the close of business on Holder. If a Holder converts more than one Security at the day of surrender of such Securities for conversion in accordance with the foregoing provisionssame time, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the aggregate principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, a Holder must (a) complete and manually sign the conversion privilegenotice on the back of the Security and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of any Security to be converted shall surrender those requirements is the "CONVERSION DATE." Anything herein to the Company such Securitycontrary notwithstanding, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global SecuritySecurities, for which the customary procedures of the depositary will apply). conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The Company shall deliver any shares of Common Stock and cash deliverable upon conversion to the Conversion Agent no later than the third Business Day following the Applicable Conversion Reference Period; PROVIDED, HOWEVER, that if the Company does not elect to satisfy any portion of the conversion obligation in cash pursuant to Section 4.2(a) or (b) (other than cash in lieu of any fractional shares), delivery of the shares of Common Stock and cash in lieu of any fractional shares shall occur through the Conversion Agent or in accordance with the Applicable Procedures, as the case may be, as soon as practicable on or after the Conversion Date. The person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Date; PROVIDED, HOWEVER, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; PROVIDED, FURTHER, that such conversion shall be at the Applicable Conversion Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date regular record date to the opening of business on such Interest Payment Date shall the next succeeding interest payment date (except in the case of excluding Securities or portions thereof which have been called for redemption or presented for purchase upon a Fundamental Change on a Redemption Date within or Fundamental Change Repurchase Date, as the case may be, during the period beginning at the close of business on a regular record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such periodinterest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities such Security then being surrendered for conversionconverted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as - 30 - otherwise provided in the immediately preceding sentencethis Section 4.3, no payment or adjustment shall will be made upon any conversion for accrued interest on account a converted Security. If the Company defaults in the payment of any interest accrued payable on such interest payment date, the Securities surrendered for conversion or on account Company shall promptly repay such funds to such Holder. Except as otherwise provided in this Section 4.3, the Company's delivery to the Holder of any dividends on the full number of shares of Common Stock issued upon conversion. Securities into which the Security is convertible, or cash or a combination of cash and shares of Common Stock pursuant to Section 4.2(a) or (b), as the case may be, in lieu of such full number of shares, together with any cash payment for such Holder's fractional shares pursuant to Section 4.4, shall be deemed to have been converted immediately prior satisfy the Company's obligation to pay the principal amount of the Security and accrued but unpaid interest, if any, attributable to the period from the most recent interest payment date to the conversion date. As a result, accrued but unpaid interest, if any, to the conversion date is deemed to be paid in full rather than cancelled, extinguished or forfeited. Nothing in this Section 4.3 shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the day of surrender of interest payable on such Securities for conversion Security on the related interest payment date in accordance with the foregoing provisions, and at such time the rights terms of the Holders of such Securities as Holders shall cease, this Indenture and the Person or Persons entitled to receive Securities. If a Holder converts more than one Security at the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such same time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the aggregate principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute and execute, and, upon the Company's written request, the Trustee shall authenticate and deliver to the Holder thereofHolder, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, a Holder must (a) complete and manually sign the conversion privilegenotice on the back of the Security and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." As soon as practicable after the Conversion Date, the Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained fractional shares pursuant to Section 9.24.3. Anything herein to the contrary notwithstanding, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global SecuritySecurities, for which the customary procedures of the depositary will apply). conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Date; PROVIDED, HOWEVER, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; PROVIDED, FURTHER, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security and beginning on the Conversion Date, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date regular interest payment record date to the opening of business on such Interest Payment Date shall the next succeeding interest payment date (except in the case of excluding Securities or portions thereof which have been called for redemption or presented for purchase upon a Change in Control on a Redemption Date within or Change in Control Purchase Date, as the case may be, during the period beginning at the close of business on a regular interest payment record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such periodinterest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities such Security then being surrendered for conversionconverted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in the immediately preceding sentencethis Section 4.2, no payment or adjustment shall will be made upon for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to Security is registered at the close of business on an interest payment record date to receive the day of surrender of interest payable on such Securities for conversion Security on the related interest payment date in accordance with the foregoing provisions, and at such time the rights terms of the Holders of such Securities as Holders shall cease, this Indenture and the Person or Persons entitled to receive Securities. If a Holder converts more than one Security at the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such same time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the aggregate principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, a holder must satisfy the requirements in paragraph 15 of the Securities. The date on which the holder satisfies all those requirements is the conversion privilegedate (the ‘Conversion Date’). Following the Conversion Date, Alltel shall deliver to the Holder holder through the Conversion Agent cash and a certificate for the number of full shares of Common Stock issuable upon the conversion in accordance with Section 11.01. Alltel shall determine such full number of shares and the amounts of the required cash and shall set forth such information in an Officers’ Certificate delivered to the Conversion Agent. The Conversion Agent shall have no duties under this paragraph unless and until it has received such certificate. The person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of Alltel shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of Alltel had not been closed. Upon conversion of a Security, such person shall no longer be a holder of such Security. Holders may surrender a Security for conversion by means of book-entry delivery in accordance with the regulations of the applicable book-entry facility. Except as described in the proceeding sentence, no payment or adjustment will be made upon conversion of any Security to be Securities for interest or Additional Amounts, if any, accrued on such Securities or for dividends on, or other distributions with respect to, any Common Stock issued. If Securities not called for redemption are converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any the Regular Record Date next immediately preceding any Interest Payment Date to through the opening close of business on the last trading day immediately preceding such Interest Payment Date shall (except in the case of Date, such Securities or portions thereof which have been called for redemption on a Redemption Date within such period) must be accompanied by payment payment, in New York Clearing House funds or other funds acceptable to the Company Alltel, of an amount equal to the interest and Additional Amounts, if any, otherwise payable on such Interest Payment Date on the principal amount of Securities the Security then being surrendered for conversionconverted. Except as provided in On conversion of a Security into shares of Common Stock, the immediately preceding sentenceaccrued and unpaid interest and Additional Amounts, no payment if any, attributable to the period from the Issue Date of the Security through the Conversion Date, with respect to the converted Security shall not be cancelled, extinguished or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities forfeited, but rather shall be deemed to have been converted immediately prior be paid in full to the close holder thereof through delivery of business on the day Common Stock (together with the Cash Conversion Payment and the cash payment, if any, in lieu of surrender fractional shares) in exchange for the Security being converted pursuant to the provisions hereof; and the fair market value of such Securities for conversion in accordance shares of Common Stock (together with the foregoing provisionsCash Conversion Payment and any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for the accrued cash interest and at such time any Additional Amounts through the rights of the Holders of such Securities as Holders shall ceaseConversion Date, and the Person or Persons entitled to receive the balance, if any, of such fair market value of such Common Stock (and the Cash Conversion Payment any such cash payment in lieu of fractional shares) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued cash interest and any Additional Amounts will be payable upon conversion of Securities made concurrently with or after acceleration of Securities following an Event of Default. If the holder converts more than one Security at the same time, the number of shares of Common Stock and the aggregate Cash Conversion Payment issuable upon conversion shall be treated for all purposes as based on the record holder or holders aggregate principal amount of such Common Stock at and after such timethe Securities converted. As promptly as practicable on or after the conversion dateUpon surrender of a Security that is converted in part, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversionexecute, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Companyholder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, a Holder must (a) complete and manually sign the conversion privilegenotice on the back of the Security and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." As soon as practicable after the Conversion Date, the Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained fractional shares pursuant to Section 9.24.3. Anything herein to the contrary notwithstanding, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global SecuritySecurities, for which the customary procedures of the depositary will apply). conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date regular record date to the opening of business on such Interest Payment Date shall the next succeeding interest payment date (except in the case of excluding Securities or portions thereof which have been called for redemption on a Redemption Date within during the period beginning at the close of business on a regular record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such periodinterest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities such Security then being surrendered for conversionconverted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in the immediately preceding sentencethis Section 4.2, no payment or adjustment shall will be made upon for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to Security is registered at the close of business on a record date to receive the day of surrender of interest payable on such Securities for conversion Security on the related interest payment date in accordance with the foregoing provisions, and at such time the rights terms of the Holders of such Securities as Holders shall cease, this Indenture and the Person or Persons entitled to receive Securities. If a Holder converts more than one Security at the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such same time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the aggregate principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Convertible Note, a Holder must satisfy the requirements in paragraph 8 of the Global Security. The first Business Day on which the Holder satisfies all those requirements is the conversion privilegedate (the “Conversion Date”). As soon as practicable after the Conversion Date, the Holder Company shall deliver to the Holder, through the Conversion Agent, a certificate for the number of full Common Shares deliverable upon the conversion or exchange and cash in lieu of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained fractional share determined pursuant to Section 9.24.1(d); provided that, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary Principal Value Conversion pursuant to Section 4.1(b)(i), the Company shall deliver such Common Shares or cash pursuant to Section 4.1(d) not later than three Business Days following the Conversion Date. The person in whose name the certificate is registered shall be treated as a shareholder of record on and after the next Business Day following the Conversion Date. Upon conversion of a Global SecurityConvertible Note, such person shall no longer be a Holder of such Convertible Note. No payment or adjustment will be made for which the customary procedures of the depositary will apply)dividends on, or other distributions with respect to, any Common Shares except as provided in this Article IV. Securities surrendered If any Holder surrenders a Convertible Note for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date regular record date for the payment of an installment of interest to the opening of business on the next succeeding interest payment date, then such Interest Payment Date Convertible Note so surrendered shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount Principal Amount of Securities such Convertible Note then being surrendered for conversionconverted, and such interest installment shall be payable to such registered Holder notwithstanding the conversion of the Convertible Note, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as provided If the Company defaults in the immediately preceding sentencepayment of interest payable on such interest payment date, no payment or adjustment the Company shall be made upon promptly repay such funds to such Holder. Nothing in this Section 4.1 shall affect the right of a Holder in whose name any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to Convertible Note is registered at the close of business on a record date to receive the day of surrender of interest payable on such Securities for conversion Convertible Note on the related interest payment date in accordance with the foregoing provisions, and at such time the rights terms of the Holders of such Securities as Holders shall cease, this Indenture and the Person or Persons entitled to receive Convertible Notes. If the Holder converts more than one Convertible Note at the same time, the number of Common Stock issuable Shares deliverable upon the conversion shall be treated for all purposes as based on the record holder or holders total Principal Amount of such Common Stock at and after such timethe Convertible Notes converted. As promptly as practicable If the last day on or after the conversion datewhich a Convertible Note may be converted is not a Business Day, the Company shall issue and shall deliver at such office or agency Convertible Note may be surrendered on the next succeeding day that is a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction Business Day. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which Convertible Note that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of Convertible Note in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount to the unconverted portion of the principal amount Convertible Note surrendered. A Convertible Note in respect of which a Holder has delivered a Purchase Notice pursuant to Section 3.3 or a Change in Control Purchase Notice pursuant to Section 3.4 exercising the option of such SecurityHolder to require the Company to purchase such Convertible Note may be converted only if such Purchase Notice or Change in Control Purchase Notice is withdrawn by a written notice of withdrawal complying in all respects with each of the provisions of this Indenture relating to such notice and delivered to the Paying Agent prior to the close of business on the Purchase Date or Change in Control Purchase Date, as the case may be.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy the requirements in paragraph 9 of the Securities. The date on which the Holder satisfies all those requirements is the conversion privilege, date (the "Conversion Date"). The Company shall deliver to the Holder of any Security to be converted shall surrender to no later than the Company such Security, duly endorsed or assigned to seventh Business Day following the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Conversion Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 13.3. The person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further that such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 9 of the Securities and the regulations of the applicable book entry facility. No payment or adjustment will be made for dividends on any Common Stock except as provided in this Article XIII. On conversion of a Security, that portion of accrued Original Issue Discount or (except as provided below) accrued and unpaid cash interest attributable to the period from the Issue Date (or, the date on which interest was last paid) to the Conversion Date with respect to the converted Security shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock in exchange for the Security being converted pursuant to the terms hereof, and the fair market value of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount and cash interest accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any fraction such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued but unpaid interest will be payable upon conversion of Securities made concurrently with or after acceleration of the Securities following an Event of Default. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be computed based on the total Principal Amount of the Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount to the unconverted portion of the principal amount of Security surrendered. If the last day on which a Security may be converted is not a Business Day in a place where the Conversion Agent is located, the Security may be surrendered to such SecurityConversion Agent on the next succeeding day that is a Business Day.

Conversion Procedure. In order To convert a Security, a Holder must (a) complete and manually sign the Conversion Notice in substantially the form included in the form of Securities in Section 203 and deliver such notice to exercise the conversion privilegeConversion Agent at its own expense, (b) surrender the Holder of any Security to be converted shall surrender to the Company such Security, Conversion Agent duly endorsed or assigned to the Company or in blank, at (c) furnish appropriate endorsements and transfer documents (if any) required by the Registrar or the Conversion Agent, and (d) pay any office required transfer or agency similar tax and make any other required payment. The date on which the Holder satisfies all of those requirements is the "Conversion Date." As soon as practicable, and in any event not later than 14 days, after the Conversion Date (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), the Company will register the person or persons designated for the purpose in the Conversion Notice as holder(s) of the relevant number of Ordinary Shares in its share register and will cause its share registrar to mail (at the risk, and, if sent at the request of such person otherwise than by ordinary mail, at the expense, of the person to whom such certificate or certificates are sent) such certificate or certificates for such Ordinary Shares to the person or persons and at the place specified in the Conversion Notice. The person or persons specified for that purpose will become the holder of record of the number of Ordinary Shares issuable upon conversion with effect from the date he is or they are registered as such in the Company's share register (the "Registration Date"). [The Ordinary Shares issued upon conversion of the Securities will in all respects rank parti passu 86 79 with the Ordinary Shares in issue on the relevant Registration Date.] A holder of Ordinary Shares issued on conversion of Securities shall not be entitled to any rights of a shareholder the record date for which precedes the relevant Registration Date. If the record date for the payment of any dividend or other distribution in respect of the Ordinary Shares is on or after the Conversion Date in respect of any Securities converted, but before the Registration Date, the Company maintained shall pay to the converting Holder an amount equal to any such dividend or other distribution to which he would have been entitled had he on that record date been such a shareholder of record of such number Ordinary Shares issued upon conversion (taking into account any retroactive adjustment of the Conversion Price pursuant to the fourth paragraph of Section 9.21305), accompanied by written notice and will make such payment at the same time as it makes payment of conversion the dividend or other distribution, or as soon as practicable thereafter, but, in substantially any event, not later than seven days thereafter. No payment or adjustment will be made for accrued interest on a Security delivered for conversion. The delivery to a Holder of the form set forth in fixed number of Ordinary Shares into which the Security (except in is convertible will be deemed to satisfy the case of a depositary of a Global Security, for which Company's obligation to apply the customary procedures of the depositary will apply). Securities surrendered for conversion during principal amount and any accrued and unpaid interest attributable to the period from the issue date to the Conversion Date. If any Holder surrenders a Security for conversion after the close of business on any the Regular Record Date next preceding any for the payment of an installment of interest and before the close of business on the related Interest Payment Date to Date, then, notwithstanding such conversion, the opening of business interest payable on such Interest Payment Date shall (except in be paid to the case Holder of Securities or portions thereof which have such Security on such Regular Record Date. In such event, unless such Security has been called for redemption on a Redemption Date within prior to such period) Interest Payment Date, such Security, when surrendered for conversion, must be accompanied by payment in New York Clearing House funds delivery of a check or other funds acceptable draft payable to a Person designated by the Company of in an amount equal to the interest payable on such Interest Payment Date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted. If the Company defaults in the payment of interest payable on the Interest Payment Date, such funds shall be repaid to the Holder. Fractions of Ordinary Shares will not be issued on conversion, and no cash adjustments will be made in respect of any such fraction. Similarly, under the ADS Deposit Agreement, fractions of ADSs will not be issuable upon conversion and deposit of the Ordinary Shares with the ADS depositary, and no cash adjustments will be made in respect of any such fraction. 87 80 If a Holder converts more than one Security at the same time, the number of Ordinary Shares or ADSs issuable upon the conversion shall be based on the aggregate principal amount of Securities being surrendered for conversionconverted. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of Upon surrender of such Securities for conversion a Security that is converted in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion datepart, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversionexecute, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy the requirements in paragraph 9 of the Securities. The date on which the Holder satisfies all those requirements is the conversion privilege, date (the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply“Conversion Date”). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly soon as practicable on or after the conversion dateConversion Date, the Company shall issue and shall deliver at such office or agency to the Holder, through the Conversion Agent, cash for the Principal Return, a certificate or certificates for the number of full shares of Common Stock issuable as Net Shares upon the conversion and cash in lieu of any fractional share determined pursuant to Section 11.03. The person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 11. On conversion of a Security, the greater of that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 10.01) or Tax Original Issue Discount attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 10.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) of the Security through but not including the Conversion Date and (except as provided below) accrued contingent interest, if any, with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for the greater of Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 10.01) or Tax Original Issue Discount accrued through the Conversion Date and accrued contingent interest, and the balance, if any, of such fair market value of such Common Stock (and any fraction such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the Principal Return and the number of Net Shares issuable upon the conversion shall be based on the total Principal Amount at Maturity of the Securities converted. If the last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount at Maturity to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, a Holder must (a) complete and manually sign the conversion privilegenotice on the back of the Security or facsimile of the conversion notice and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any funds related to interest, if required to be paid by such Holder under this Section 4.2 and pay any transfer or similar tax, if required to be paid by such Holder under Section 4.4. The date on which the Holder satisfies all of those requirements is the “Conversion Date.” As soon as reasonably practicable after the Conversion Date, the Issuer shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained fractional shares pursuant to Section 9.24.3. Anything herein to the contrary notwithstanding, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global SecuritySecurities, for which the customary procedures of the depositary will apply). conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Issuer shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Issuer had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date regular record date to the opening of business on such Interest Payment Date the next succeeding interest payment date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) also be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company Issuer of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Issuer; provided, however, that if the Issuer specifies a Change of Control Purchase Date during the period that is after the record date but prior to the corresponding interest payment date, and such Holder elects to convert those Securities, the Holder will not be required to pay such funds to the Issuer at the time the Holder surrenders those Securities being surrendered for conversion. Except as otherwise provided in the immediately preceding sentencethis Section 4.2, no payment or adjustment shall will be made upon any conversion for accrued and unpaid interest (including Additional Interest), if any, on account a converted Security. If the Issuer defaults in the payment of any accrued and unpaid interest accrued (including Additional Interest), if any, payable on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion interest payment date, the Company Issuer shall issue and shall deliver at promptly repay such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon funds to such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such SecurityHolder.

Conversion Procedure. In order Each conversion of shares of one class of Common Stock into shares of another class of Common Stock pursuant to exercise this Article III.III shall be effected by the conversion privilege, surrender of the Holder of any Security certificate or certificates representing the shares to be converted shall surrender to (the Company “Converting Shares”) at the principal office of the Corporation (or such Security, duly endorsed or assigned to the Company or in blank, at any other office or agency of the Company maintained pursuant to Section 9.2, accompanied Corporation as the Corporation may designate by written notice to the holders of conversion Common Stock) at any time during its usual business hours, together with written notice by the holder of such Converting Shares, stating that such holder desires to convert the Converting Shares, and the number of shares of the other class of Common Stock into which the Converting Shares are to be converted (the “Converted Shares”). Such notice shall also state the name or names (with addresses) and denominations in substantially which the form certificate or certificates for Converted Shares are to be issued and shall include transactions for the delivery thereof. Promptly after such surrender and the receipt of such written notice, the Corporation will issue and deliver in accordance with the surrendering holder’s instructions the certificate or certificates evidencing the Converted Shares issuable upon such conversion, and the Corporation will deliver to the converting holder a certificate (which shall contain such legends as were set forth in on the Security (except in surrendered certificate or certificates) representing any shares which were represented by the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date certificate or certificates that were delivered to the opening of business on Corporation in connection with such Interest Payment Date shall (except in the case of Securities or portions thereof conversion, but which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable were not converted. Such conversion, to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentenceextent permitted by law, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to effected as of the close of business on the day of surrender of date on which such Securities for conversion in accordance with certificate or certificates shall have been surrendered and such notice shall have been received by the foregoing provisionsCorporation, and at such time the rights of the Holders holder of the Converting Shares as such Securities as Holders holder shall cease, cease and the Person or Persons entitled to receive in whose name or names the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number Converted Shares are to be issued upon such conversion shall be deemed to have become the holder or holders of full record of the Converted Shares. Upon issuance of the shares in accordance with this Article III.III, such Converted Shares shall be deemed to be fully authorized, validly issued, fully paid and non-assessable. The Corporation shall take all such actions as may be necessary to assure that all such shares of Common Stock issuable upon conversion, together with any payment in lieu may be so issued without violation of any fraction applicable law or governmental regulation or any requirements of a share, any domestic securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which will be immediately transmitted by the Corporation upon issuance). The issuance of certificates for shares of any class of Common Stock upon the conversion of any other class of Common Stock as provided permitted by and pursuant to this Article III.III shall be made without charge to the holders of such other class of Common Stock for any issuance tax in Section 12.3respect thereof or other cost incurred by the Corporation in connection with such conversion and the related issuance of shares of Common Stock. The Corporation shall not close its books against the transfer of shares of Common Stock in any manner which would interfere with the timely conversion of any shares of Common Stock. In the case event of any Security which is converted in part onlythe conversion of less than all of the shares of Common Stock, upon such conversion as shares of Common Stock evidenced by a certificate so surrendered, the Company Corporation shall execute and the Trustee shall authenticate and deliver to the Holder thereofsuch holder, at the expense of the Companywithout charge to such holder, a new Security certificate or Securities new certificates evidencing the shares of the applicable series of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such SecurityCommon Stock not so converted.

Conversion Procedure. In order to exercise To convert Convertible Debt Securities, a Holder must satisfy the requirements in the Convertible Debt Securities. The date on which the Holder satisfies all of those requirements is the conversion privilegedate (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 shares of Common Stock issuable upon the conversion and a check for any fractional share determined pursuant to Section 1203. The person in whose name the certificate is registered shall become the shareholder of record on the Conversion Date and, as of such date, such person's rights as a Holder of Convertible Debt Securities shall cease; provided, however, that no surrender of Convertible Debt Securities on any Security to be converted shall surrender to date when the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency stock transfer books of the Company maintained pursuant shall be closed, shall be effective to Section 9.2constitute the person entitled to receive the shares of Common Stock upon such conversion as the shareholder of record of such shares of Common Stock on such date, accompanied by written notice but such surrender shall be effective to constitute the person entitled to receive such shares of conversion in substantially Common Stock as the form set forth in the Security (except in the case shareholder of a depositary of a Global Security, record thereof for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, however, that such conversion shall be at the Conversion Price in effect on the date that such Convertible Debt Securities shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. No payment or adjustment will be made for accrued and unpaid interest on converted Convertible Debt Securities or for dividends or distributions on shares of Common Stock issued upon conversion of Convertible Debt Securities, but if any Regular Record Date next preceding any Interest Payment Date Holder surrenders Convertible Debt Securities for conversion after the close of business on the record date for the payment of an installment of interest and prior to the opening of business on the next interest payment date, then, notwithstanding such Interest Payment Date conversion, the interest payable on such interest payment date shall (except in be paid to the case holder of such Convertible Debt Securities or portions thereof which have been on such record date. In such event, any such Convertible Debt Securities not called for redemption on a Redemption Date within such period) redemption, when surrendered for conversion, must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Securityso converted.

Conversion Procedure. To convert a Security, a Holder must satisfy the requirements in Paragraph 7 of the Securities. The date on which the Holder satisfies all those requirements is the “conversion date.” In order accordance with Section 10.03, the Company shall deliver to exercise the Holder through the Trustee (who shall deliver to the Conversion Agent) a certificate for, or a book-entry notation of, the Conversion Shares and Cash in lieu of any fractional share. The person in whose name the certificate is registered shall be treated as a stockholder of record on and after the conversion privilegedate. Except as described below, no payment or adjustment will be made for accrued interest on a converted Security or for dividends or distributions on any shares of Common Stock issued on or prior to conversion. Delivery by the Company to the Holder of any the Security to be converted shall surrender to of the Company such Security, duly endorsed or assigned to the Company or in blankConversion Shares, at any office or agency the conversion rate in effect at such time shall satisfy the obligations of the Company maintained pursuant to pay the principal amount of such Security being converted and the accrued but unpaid interest on such Security through the conversion date; any such accrued but unpaid interest shall be deemed to be paid in full rather than canceled, extinguished or forfeited. The conversion rate in effect at any time will be adjusted only in accordance with Section 9.2, accompanied by written notice of 10.06 through 10.13; the conversion in substantially the form set forth in the rate will not be adjusted to account for accrued interest. If any Holder surrenders a Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from after the close of business on any Regular Record Date next preceding any Interest Payment Date the record date for the payment of an installment of interest and prior to the opening of business on the next succeeding interest payment date, then, notwithstanding such Interest Payment Date conversion, the interest, if any, payable on such interest payment date shall (except in be paid to the case Holder of Securities or portions thereof which have been called such Security on such record date; provided, however, that such Security, when surrendered for redemption on a Redemption Date within such period) conversion, must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Conversion Agent on behalf of the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities notes being surrendered for conversion. Except as ; provided further however, that such payment to the Conversion Agent described in the immediately preceding sentence, no payment proviso shall not be required for conversions following the record date immediately preceding the Maturity Date; if the Company has specified a Fundamental Change Repurchase Date that is after a record date and on or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close corresponding interest payment date; or to the extent of business on any overdue interest, if any overdue interest exists at the day time of conversion with respect to such Securities. If a Holder has delivered an Option of Holder to Elect Repurchase Notice pursuant to Section 3.01, the Holder may not surrender of such Securities that Security for conversion until the Holder has withdrawn the Option of Holder to Elect Repurchase Notice in accordance with the foregoing provisions, and at such time the rights of the Holders Section 3.02. A Holder may convert fewer than all of such holder’s Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes so long as the record holder or holders Securities converted are an integral multiple of such Common Stock $1,000 principal amount. If a Holder converts more than one Security at and after such the same time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the total principal amount of any fraction the Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. In order to exercise 1. To convert a Security, all of the requirements in paragraph 8 of the Securities must be satisfied. The date on which all those requirements are satisfied is the conversion privilege, date (the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply“Conversion Date”). Securities surrendered for conversion during Following the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion dateConversion Date, the Company shall issue deliver to the Holder through the Conversion Agent, subject to and shall deliver at such office or agency in accordance with Section 10.13, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion (or, at the option of the Company as set forth in Section 10.13, cash in lieu thereof) and cash in lieu of any fractional share determined pursuant to Section 10.03. The Company shall determine such full number of shares and the amounts of the required cash with respect to any fractional share, and shall set forth such information in an Officer’s Certificate delivered to the Conversion Agent. The Conversion Agent shall have no duties under this paragraph unless and until it has received such certificate. The Person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Price in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such Person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book-entry delivery in accordance with paragraph 8 of the Security and the regulations of the applicable book-entry facility. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article X. On conversion of a Security, accrued but unpaid interest attributable to the period from the most recent Interest Payment Date through the Conversion Date, with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for accrued and unpaid interest through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any fraction such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued and unpaid interest will be payable upon conversion of Securities made concurrently with or after acceleration of Securities following an Event of Default. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon conversion shall be based on the aggregate Principal Amount of the Securities converted. Subject to the satisfaction of the requirements for conversion set forth in paragraph 8 of the Security and subject to the provisions of Section 3.08 and Section 3.15(b) relating to the withdrawal of a shareRepurchase Notice or Designated Event Repurchase Exercise Notice, as provided in Section 12.3. In the case may be, (i) a Security surrendered for conversion pursuant to the provisions under the caption “Conversion Based on the Price of the Common Stock” set forth in paragraph 8 of the Security may be surrendered for conversion until the close of business on the Business Day immediately preceding the Stated Maturity, (ii) a Security being called for redemption may be surrendered for conversion at any time prior to the close of business on the Business Day immediately preceding the Redemption Date, even if it is not otherwise convertible at such time, and (iii) a Security surrendered for conversion based on the provisions under the caption “Conversion Based on the Trading Price of Securities” set forth in paragraph 8 of the Security may be surrendered for conversion only on the dates specified therein, (iv) a Security surrendered for conversion based on the provisions under the caption “Conversion Upon Certain Distributions” set forth in paragraph 8 of the Security may be surrendered for conversion only on the dates specified therein, and (v) a Security surrendered for conversion based on the provision under the caption “Conversion Upon Occurrence of Certain Corporate Transactions” set forth in paragraph 8 of the Security may be surrendered for conversion at any time from and after the date which is 15 days prior to the anticipated effective date of such transaction until 15 days after the actual date of such transaction, and if such day is not a Business Day, the next occurring Business Day following such day. Upon surrender of a Security that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, a holder must satisfy the requirements in the Securities. The date on which the holder satisfies all of those requirements is the conversion privilegedate (the "Conversion Date"). As soon as practicable after the Conversion Date, the Holder of any Security to be converted Company shall surrender deliver to the Company holder through the Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and a check for any fractional share determined pursuant to Section 15.3. The person in whose name the certificate is registered shall become the stockholder of record on the Conversion Date and, as of such Securitydate, duly endorsed or assigned to such person's rights as a Securityholder shall cease; provided, however, that no surrender of a Security on any date when the Company or in blank, at any office or agency stock transfer books of the Company maintained pursuant shall be closed shall be effective to Section 9.2, accompanied by written notice constitute the person entitled to receive the shares of Common Stock upon such conversion in substantially as the form set forth in the Security (except in the case stockholder of a depositary record of a Global Security, for which the customary procedures such shares of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business Common Stock on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within date, but such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment surrender shall be made upon any conversion on account effective to constitute the person entitled to receive such shares of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to as the stockholder of record thereof for all purposes at the close of business on the next succeeding day of surrender of on which such Securities stock transfer books are open; provided further, however, that such conversion shall be at the Conversion Price in effect on the date that such Security shall have been surrendered for conversion in accordance with conversion, as if the foregoing provisions, and at such time the rights stock transfer books of the Holders Company had not been closed. No payment or adjustment will be made for dividends or distributions on shares of such Securities as Holders Common Stock issued upon conversion of a Security. However, upon conversion of a Security, the holder thereof shall cease, and the Person or Persons be entitled to receive interest, if any, accrued and unpaid through the Common Stock issuable upon conversion date of such conversion, which interest shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, payable by the Company shall issue and shall deliver (without any additional interest) on the next succeeding Interest Payment Date. If a holder converts more than one Security at such office or agency a certificate or certificates for the same time, the number of full whole shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the total principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, holder a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy the requirements in paragraph 9 of the Securities. The date on which the Holder satisfies all those requirements is the conversion privilegedate (the "Conversion Date"). The Company shall have the option, exercisable at any time or from time to time, by an instrument in writing signed by the Company and provided to the Conversion Agent, to designate a, or change the designation of the financial institution to which Securities surrendered by a Holder for conversion will be initially offered by the Conversion Agent on behalf of a Holder for exchange (an "Exchange Party"). If applicable, the Holder of any Security to be converted Company shall surrender enter into an agreement with the Conversion Agent, in form and substance reasonably satisfactory to the Company such SecurityConversion Agent, duly endorsed or assigned to the Company or in blankproviding that, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in each Business Day during the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable period from 20 Business Days prior to the Company of an amount equal Purchase Date to the interest payable on such Interest Payment Date on Date, the principal amount Conversion Agent shall inform the Exchange Party as to the aggregate Initial Principal Amount at Maturity of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends exchange on the Common Stock issued upon conversionprior Business Day. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender The Exchange Party may accept for exchange all or any of such Securities for if it agrees, no later than the time specified in the agreement between the Company and the Conversion Agent (or, absent such agreement, by the Payment Date), to deliver in exchange therefor the number of Common Shares and other property that would be issued on conversion of such Securities in accordance with the foregoing provisionsterms of this Indenture. As soon as practicable following the Conversion Date, the Exchange Party or the Company, as the case may be, will deliver through the Conversion Agent a certificate for the number of full shares of Common Stock into which any Security is converted, together with any cash payment for fractional shares. Delivery to the Holder of the full number of shares of Common Stock into which the Security is convertible, together with any cash payment for such Holders' fractional shares, will be deemed to satisfy the Company's obligation to pay the Principal Amount at Maturity of the Security whether made by the Company or by the Exchange Party. A Holder whose Securities are exchanged in whole or in part shall be given a written confirmation from the Conversion Agent informing such Holder as to the aggregate Principal Amount at Maturity of the Securities so exchanged. For purposes of the following paragraphs, Securities for which the Company provides the Common Shares shall be referred to as Securities which have been "converted," while Securities for which the Exchange Party supplies Common Shares shall be referred to as Securities which have been "exchanged." Any Securities which have been exchanged shall remain outstanding. The agreement between the Company and the Conversion Agent setting forth the procedures to be followed in an exchange may be changed at any time, as evidenced by an Opinion of Counsel delivered to the Paying Agent, so long as such time change does not adversely affect the rights under this Indenture of the Holders of such a Holder who surrenders its Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such timeconversion. As promptly soon as practicable on or after the conversion dateConversion Date, the Company shall issue and or the Exchange Party shall deliver at such office or agency to the Holder, through the Conversion Agent, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 10.03. The person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 10. On conversion of a Security, that portion of accrued Contingent Additional Principal attributable to the period from the Issue Date of the Security through the Conversion Date and (except as provided below) accrued and payable Contingent Cash Interest with respect to the converted Security through the Conversion Date shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for Contingent Additional Principal accrued through the Conversion Date and accrued Contingent Cash Interest, and the balance, if any, of such fair market value of such Common Stock (and any fraction such cash payment) shall be treated as issued in exchange for the Initial Principal Amount at Maturity of the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount at Maturity of the Securities converted. If the last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount at Maturity to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order (i) Conversion Pursuant to exercise Section 7(a) or (b). Before Holder shall be entitled to convert this Debenture into Subsequent Placement Debentures or shares of Common Stock, Holder shall surrender this Debenture (with the notice of conversion privilegesubstantially in the form attached hereto as Exhibit A duly completed and executed, or the “Conversion Notice”), duly endorsed, at the office of Company. If such conversion is pursuant to Section 7(a), Holder shall give written notice by recognized overnight courier or registered or certified mail, postage prepaid, to Company at its principal corporate office, of any Security the election to convert the same pursuant to Section 7(a), and shall state therein the unpaid amount of this Debenture to be converted shall surrender and the name or names in which the certificate or certificates for Subsequent Placement Debentures or shares are to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained be issued. Upon conversion pursuant to Section 9.27(a) or (b), accompanied by written notice Company shall, as soon as practicable thereafter, issue and deliver at such office to Holder of conversion in substantially the form set forth in the Security (except in the case of this Debenture a depositary of a Global Security, certificate or certificates for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except Subsequent Placement Debentures or the number of shares to which Holder shall be entitled upon conversion (bearing such legends as provided are required by applicable state and federal securities laws in the immediately preceding sentenceopinion of counsel to Company), no payment or adjustment shall be made together with a replacement Debenture (if any amount is not converted) and any other securities and property to which Xxxxxx is entitled upon such conversion under the terms of this Debenture, including a check payable to Holder for any cash amounts payable to the Holder. The conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted made immediately prior to the close of business on the day date of the surrender of such Securities for conversion this Debenture, subject to the effect of any prior written notice period set forth in accordance with Section 7(a) hereof and the foregoing provisions, and at such time the rights right of the Holders Company to prepay the outstanding amounts due on this Debenture prior to the expiration of such Securities as Holders shall ceaseprior notice period, and the Person or Persons entitled to receive the Common Stock issuable upon Subsequent Placement Debentures or shares on such conversion shall be treated for all purposes as the record holder or holders of such Common Stock at Subsequent Placement Debentures or shares as of such date. Notwithstanding anything to the contrary herein, in the event that Holder shall not deliver both the Conversion Notice and after such time. As promptly as practicable on or after the conversion dateoriginal of this Debenture to the Company in the manner set forth in this Section 7(c), within the applicable periods in which the Debenture may be converted hereunder, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereofmay, at its sole discretion, void the expense attempted or purported conversion of this Debenture by the Company, a new Security or Securities of the applicable series of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such SecurityHolder.

Conversion Procedure. In order A Holder may convert a portion of a Security if the portion converted is in a $1,000 principal amount or an integral multiple of $1,000 in excess thereof. Provisions of this Section 12.3 that apply to exercise the conversion privilege, the Holder of any all of a Security also apply to be converted shall surrender to the Company such conversion of a portion of a Security. To convert a Security, duly endorsed or assigned to the Company or in blanka Holder must, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for comply with the Applicable Procedures of the Depositary, and in the case of a Non-Global Security, (1) complete and manually sign the form of irrevocable conversion notice (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent, (2) surrender, if a Non-Global Security, the Security to the Conversion Agent, and in any such case, furnish appropriate endorsements and transfer documents and pay any transfer or similar taxes and all other taxes or duties, if required. The first Business Day on which the customary procedures of Holder satisfies all those requirements is the depositary will applyconversion date (the "Conversion Date"). Securities surrendered As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, through the Conversion Agent, a certificate or certificates for conversion during the period from number of full shares of Common Stock issuable upon the conversion, and cash in lieu of any fractional share determined pursuant to Section 12.4 (other than in the case of Holders in book-entry form with the Depositary, which shares shall be delivered in accordance with the Depositary's Applicable Procedures). The Person in whose name the certificate is registered shall be treated as a stockholder of record as of the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening Conversion Date. Upon conversion of business on a Security in its entirety, such Interest Payment Date Person shall (except in the case no longer be a Holder of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversionSecurity. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full All shares of Common Stock issuable delivered upon conversion, together with such conversion of Restricted Securities shall bear restrictive legends substantially in the form of the legends required to be set forth on the Restricted Securities pursuant to Section 3.5 and shall be subject to the restrictions on transfer provided in such legends. Neither the Trustee nor any payment in lieu Conversion Agent shall have any responsibility for the inclusion or content of any fraction of a share, as provided in Section 12.3such restrictive legends on such Common Stock. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Security. If shares of Common Stock to be issued upon conversion of a Restricted Security, or Securities to be issued upon conversion of a Restricted Security in part only, are to be registered in a name other than that of the beneficial owner of such Restricted Security, then such Holder must deliver to the Conversion Agent a Surrender Certificate, dated the date of surrender of such Restricted Security and signed by such beneficial owner, as to compliance with the restrictions on transfer applicable to such Restricted Security. Neither the Trustee nor any Conversion Agent, registrar or transfer agent shall be required to register in a name other than that of the beneficial owner, shares of Common Stock or Securities issued upon conversion of any such Restricted Security not so accompanied by a properly completed Surrender Certificate. No payment or adjustment will be made for dividends on, or other distributions with respect to, any shares of Common Stock except as provided in this Section. On conversion of a Security, that portion of accrued and unpaid interest, if any, through the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the shares of Common Stock (together with the cash payment, if any, in lieu of fractional shares) for the Security being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for accrued and unpaid interest, if any, through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued for the principal amount of the Securities. The Company will not adjust the Conversion Rate to account for accrued interest, if any. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total principal amount of the Securities, including any accrued and unpaid interest of the Securities converted. Except as provided in this paragraph, a Holder of Securities who converts on a date that is not an Interest Payment Date, shall not be entitled to receive any accrued and unpaid interest on any such Securities being converted. If a Holder is a holder of a Security on a Regular Record Date, including any Securities converted subsequent to the Regular Record Date preceding an Interest Payment Date but prior to such Interest Payment Date, the Holder of such Securities at 5:00 p.m. New York City time on such Regular Record Date shall receive the interest payable on such Security on such Interest Payment Date notwithstanding the conversion thereof. Securities converted during the period from 5:00 p.m. New York City time on any Regular Record Date preceding any Interest Payment Date to 9:00 a.m. New York City time on such Interest Payment Date shall be accompanied by payment from converting Holders, for the account of the Company, of an amount equal to the interest payable on such Interest Payment Date on the Securities being surrendered for conversion; provided, however, a Holder will not be required to make such payment if it is converting a Security that the Company has called for redemption, or that the Holder is entitled to require the Company to repurchase from such Holder, if the conversion right would terminate because of the redemption or repurchase between the Regular Record Date and the close of business on the second Business Day following the next succeeding Interest Payment Date.

Conversion Procedure. In order to exercise To convert a Security, a Holder must satisfy the requirements in paragraph 8 of the Securities and (i) complete and manually sign the conversion privilegenotice on the back of the Security and deliver such notice to the Conversion Agent, (ii) surrender the Security to the Conversion Agent, (iii) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (iv) pay any transfer or other tax, if required by Section 10.04 and (v) if the Security is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary's book-entry conversion programs. The date on which the Holder satisfies all of the foregoing requirements is the "Conversion Date". As soon as practicable after the Conversion Date, the Company shall deliver to the Holder through the Conversion Agent either (i) a certificate for or (ii) a book-entry notation of the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any Security fractional shares pursuant to Section 10.05; provided, however, that in the event of a Principal Value Conversion referred to below in this Section 10.02, the Company shall deliver to the Holder through the Conversion Agent such cash and/or Common Stock as shall be specified in the Principal Value Conversion Notice pertaining to such Principal Value Conversion. The person in whose name the certificate is registered shall be deemed to be converted shall a stockholder of record on the Conversion Date; provided, however, that no surrender to of a Security on any date when the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency stock transfer books of the Company maintained pursuant shall be closed shall be effective to Section 9.2constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, accompanied by written notice but such surrender shall be effective to constitute the person or persons entitled to receive such shares of conversion in substantially Common Stock as the form set forth in the Security (except in the case of a depositary of a Global Security, record holder or holders thereof for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for accrued interest, if any Regular Record Date (including contingent interest, if any), or Liquidated Damages, if any, on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security (provided that the shares of Common Stock received upon conversion of Securities shall continue to accrue Liquidated Damages, as applicable, in accordance with the Registration Rights Agreement and shall be entitled to receive, at the next preceding interest payment date, any Interest Payment Date accrued and unpaid Liquidated Damages with respect to the opening converted Securities), but if any Holder surrenders a Security for conversion between the record date for the payment of business an installment of interest and the next interest payment date, then, notwithstanding such conversion, the interest (including contingent interest, if any) or Liquidated Damages, if any, payable on such Interest Payment Date interest payment date shall be paid to the Holder of such Security on such record date. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of a check payable to the Conversion Agent in an amount equal to the interest (except in including contingent interest, if any) or Liquidated Damages, if any, payable on such interest payment date on the case of Securities or portions thereof which have portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided, however, that no such check shall be required if such Security has been called for redemption on a Redemption Date within the period between and including such period) be accompanied by record date and such interest payment in New York Clearing House funds date, or other funds acceptable to the Company of an amount equal to the interest payable on if such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities Security is surrendered for conversion or on account of any dividends on the Common Stock issued upon conversioninterest payment date. Securities shall be deemed to have been converted immediately prior to If the close Company defaults in the payment of business interest (including contingent interest, if any) or Liquidated Damages, if any, payable on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion interest payment date, the Company Conversion Agent shall issue and shall deliver repay such funds to the Holder. If a Holder converts more than one Security at such office or agency a certificate or certificates for the same time, the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the aggregate principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities equal in principal amount to the unconverted portion of the applicable series Security surrendered. If on the Trading Day immediately prior to the date of authorized denominations conversion of a Security pursuant to the 95% Trading Condition the Closing Price per share of Common Stock is greater than the Conversion Price, the Company may elect to pay to the Holder of such Security, in aggregate principal amount lieu of issuance of Conversion Shares based on the Conversion Price, cash or Common Stock or a combination of cash and Common Stock, at the Company's option, with a value equal to the unconverted principal amount of the Security surrendered for conversion as of such Conversion Date (a "Principal Value Conversion"). The Company shall notify the surrendering Holder of any Secu- rity whose conversion is a Principal Value Conversion and the Trustee (such notice being a "Principal Value Conversion Notice") of such Principal Value Conversion by the second Trading Day following the Conversion Date for such conversion whether the Company shall pay to such Holder all or a portion of the principal amount of such SecuritySecurity in cash, Common Stock or a combination of cash and Common Stock and, if a combination, the percentages of the principal amount in respect of which it will pay in cash or Common Stock. The Company may not change its election with respect to the consideration (or components or percentages of components thereof) to be paid upon a Principal Value Conversion once the Company has given its Principal Value Conversion Notice to the Holder surrendering such Security whose conversion is a Principal Value Conversion. Any Common Stock to be delivered upon a Principal Value Conversion shall be valued at the greater of (x) the Conversion Price on the Conversion Date for such conversion and (y) the Closing Price per share of Common Stock on the third Trading Day after such Conversion Date. The Company shall pay any portion of the principal amount to be paid in cash in a Principal Value Conversion on the third Trading Day after the Conversion Date for such conversion. With respect to any portion of the principal amount to be paid in Common Stock in a Principal Value Conversion, the Company shall deliver the Common Stock to the Holder of the Security surrendered for conversion in such Principal Value Conversion on the fourth Trading Day following the Conversion Date for such conversion.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy the requirements set forth in paragraph 8 of the Securities. The first date on which the Holder satisfies all those requirements in respect of a Security is the conversion privilegedate. As soon as practical on or after the conversion date, the Company shall deliver through the Conversion Agent a certificate for the number of full shares of Common Stock issuable upon the conversion of that Security and a check for any fractional share. The person in whose name the certificate is registered shall be treated as a stockholder of record on and after the conversion date. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures. No payment or adjustment will be made for accrued interest on a converted Security (other than the payment of interest to the Holder of any a Security to be converted shall surrender to at the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency close of the Company maintained business on a record date pursuant to Section 9.22.03(b) hereof), accompanied by written notice or for dividends or distributions on any Common Stock issued upon conversion of any Security. If a Holder converts more than one Security at the same time, the number of full shares issuable upon the conversion shall be based on the total principal amount of the Securities converted. If Common Stock is to be issued in substantially the form name of a Person other than the Holder thereof, and the restrictions on transfer of such Security set forth in the first paragraph of the face of the Security (except remain in effect, the Holder must provide certification regarding compliance with the restrictions on transfer, by executing an assignment in the case of a depositary of a Global form attached to the Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date regular interest payment record date to the opening of business on such Interest Payment Date shall the next succeeding interest payment date (except in the case of excluding Securities or portions thereof which have been converted after February 1, 2011, the last record date, or (a) called for redemption on a Redemption Date within or (b) subject to purchase following a Fundamental Change Purchase Date, in each case of (a) or (b) occurring during the period beginning at the close of business on a regular interest payment record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such periodinterest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities such Security then being surrendered for conversion. Except as provided in the immediately preceding sentenceconverted, no payment or adjustment and such interest shall be made upon any payable to such registered Holder notwithstanding the conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior such Security, subject to the close provisions of business on this Indenture relating to the day payment of defaulted interest by the Company. Upon surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of Security surrendered. If the last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered to that Conversion Agent on the next succeeding Business Day with the same force and effect as if surrendered on such Securitylast day.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy the conversion privilege, the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form requirements set forth in paragraph 8 of the Security (except Securities. The first date on which the Holder satisfies all those requirements in the case respect of a depositary of a Global Security, for which Security is the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such timedate. As promptly soon as practicable practical on or after the conversion date, the Company shall issue and shall deliver at such office or agency through the Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon conversionthe conversion of that Security and a check for any fractional share. The person in whose name the certificate is registered shall be treated as a shareholder of record on and after the conversion date. Anything herein to the contrary notwithstanding, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. No payment or adjustment will be made for accrued interest on a converted Security (other than the payment of interest to the Holder of a Security at the close of business on a record date pursuant to Section 2.04(b) hereof), or for dividends or distributions on any Common Stock issued upon conversion of any Security. If a Holder converts more than one Security which at the same time, the number of full shares issuable upon the conversion shall be based on the total principal amount of the Securities converted. If Common Stock is to be issued in the name of a Person other than the Holder thereof, and the restrictions on transfer of such Security set forth in the first paragraph of the face of the Security remain in effect, the Holder must provide certification regarding compliance with the restrictions on transfer, by executing an assignment in the form attached to the Security. Upon surrender of a Security that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding business day that is not a Legal Holiday with the same force and effect as if surrendered on such Securitylast day.

Conversion Procedure. In order to exercise To convert a Security, a holder must satisfy the requirements in paragraph 10 of the Securities. The date on which the holder satisfies all of those requirements is the conversion privilegedate (the "Conversion Date"). As soon as practicable after the Conversion Date, the Holder of any Security to be converted Company shall surrender deliver to the Company such Security, duly endorsed or assigned to holder through the Company or in blank, at Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and a check for any office or agency of the Company maintained fractional share determined pursuant to Section 9.25.03. If the Security submitted for conversion bears or is subject to the provisions of the Restricted Security Legend, accompanied by written notice of the Common Stock issuable upon conversion in substantially thereof shall bear the form legend set forth in on Exhibit D hereto, unless and to the extent the No payment or adjustment will be made for accrued and unpaid interest on a converted Security (except in the case or for dividends or distributions on shares of Common Stock issued upon conversion of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered but if any holder surrenders a Security for conversion during the period from after the close of business on any Regular Record Date next preceding any Interest Payment Date the record date for the payment of an installment of interest and prior to the opening of business on the next interest payment date, then, notwithstanding such Interest Payment Date conversion, the interest payable on such interest payment date shall (except in be paid to the case holder of Securities or portions thereof which have such Security on such record date. In such event, unless such Security has been called for redemption on a Redemption Date within or prior to such period) interest payment date, such Security, when surrendered for conversion, must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities being surrendered for conversionportion so converted. Except as provided in If a holder converts more than one Security at the immediately preceding sentencesame time, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full whole shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the total principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, holder a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.