Common use of Conversion Procedure Clause in Contracts

Conversion Procedure. In connection with the exercise of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder of the Preferred Shares shall complete, sign and furnish to the Company, with a copy to the Transfer Agent, a Notice of Conversion in the form attached hereto as Annex V, which shall be deemed to satisfy all requirements of the Statement of Rights (a "Conversion Notice"). As set forth in Section 7(c)(3) of the Statement of Rights, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of the conversion price or other information set forth in the applicable Conversion Notice, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of Rights.

Conversion Procedure. In connection with To convert a Note, a Holder must satisfy the exercise of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder requirements in paragraph 8 of the Preferred Shares shall complete, sign and furnish to Notes. The date on which the Company, with a copy to Holder satisfies all those requirements is the Transfer Agent, a Notice of Conversion in conversion date (the form attached hereto as Annex V, which shall be deemed to satisfy all requirements of the Statement of Rights (a "Conversion NoticeDate"). As set forth soon as practicable after the Conversion Date, the Company shall deliver or cause to be delivered to the Holder a certificate for the number of whole shares of Class A Subordinate Voting Stock issuable upon the conversion and a check for any fractional share determined pursuant to Section 4.03 hereof. The Person in Section 7(c)(3) 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 shall cease; provided, however, that no surrender of a Note on any date when the stock transfer books of the Statement Company shall be closed shall be effective to constitute the Person entitled to receive the shares of RightsClass A Subordinate Voting Stock upon such conversion as the stockholder of record of such shares of Class A Subordinate Voting Stock on such date, but such surrender shall be effective to constitute the Person entitled to receive such shares of Class A Subordinate Voting Stock as the stockholder of record thereof for 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. For the avoidance of doubt, the Conversion Agent shall not have a duty to convert or deliver shares of Class A Subordinate Voting Stock; provided that the Conversion Agent is not the Company or any of its Subsidiaries. No payment or other adjustment shall be made for accrued interest or dividends or distributions on any Class A Subordinate Voting Stock issued upon conversion of the Notes. If any Notes are converted during any period after the close of business on any record date for the payment of an installment of interest but before 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 before the opening of business on the next Interest Payment Date must, except as described in the next sentence, be accompanied by funds equal to the interest payable on such Interest Payment Date on the principal amount of Notes being converted. If the Company has issued a redemption notice or made a Change in Control Offer with respect to the Notes during that period from the close of business on a record date and ending on the opening of business on the first Business Day after the next Interest Payment Date (or if such Interest Payment Date is not a Business Day, the second Business Day after the Interest Payment Date) and the Holders surrender the Notes or portions thereof for conversion on a date that is not an Interest Payment Date, Holders shall receive 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, but a cash adjustment will be made for any fractional shares. If a Holder converts more than one Note at the same time, the number of Common Shares to be issued in connection with a particular conversion whole shares of Preferred Shares is, absent manifest error, conclusively the number of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of Class A Subordinate Voting Stock issuable upon the conversion price or other information set forth in the applicable Conversion Notice, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled be based on the determination total principal amount of Notes converted. Upon surrender of a Note that is converted in part, the Trustee shall authenticate for the Holder a new Note equal in principal amount to the unconverted portion of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of RightsNote surrendered.

Conversion Procedure. In connection To convert a 2037 Note, a Holder must satisfy the requirements set forth under the caption “Conversion” in the 2037 Note. The date on which the Holder satisfies all of those requirements is the “Conversion Date.” The Company shall deliver the Conversion Proceeds to the Holder through a Conversion Agent on the third Trading Day following the final VWAP Trading Day of the Conversion Period. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such 2037 Notes may be surrendered for conversion in accordance with the exercise applicable procedures of the Depositary as in effect from time to time. The Person in whose name any Ordinary Shares are registered shall be deemed to be a shareholder of record on the Conversion Date; provided, however, that no surrender of a 2037 Note 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 Ordinary Shares upon such conversion rights relating as the record holder or holders of such Ordinary Shares on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such Ordinary 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 Rate in effect on the date that such 2037 Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a 2037 Note, such Person shall no longer be a Holder of such 2037 Note. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Ordinary Shares except as provided in this Article Eleven. On conversion of a 2037 Note, accrued interest with respect to the Preferred Sharesconverted 2037 Note 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 Conversion Proceeds in exchange for the 2037 Note being converted pursuant to the provisions hereof. Upon surrender of a 2037 Note that is converted in part, the Buyer or any subsequent holder Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new 2037 Note equal in Principal Amount to the Principal Amount of the Preferred Shares unconverted portion of the 2037 Note surrendered. 2037 Notes or portions thereof surrendered for conversion after the close of business on any Regular Record Date immediately preceding any Interest Payment Date and prior to the opening of business on such Interest Payment Date shall complete(unless such 2037 Notes or portions thereof have been called for redemption on a Redemption Date within such period) be accompanied by payment to the Company or its order, sign and furnish in New York Clearing House funds or other funds acceptable to the Company, with a copy of an amount equal to the Transfer Agentinterest payable on such Interest Payment Date on the Principal Amount of 2037 Notes or portions thereof being surrendered for conversion, a Notice of Conversion in the form attached hereto as Annex V, which and such interest payable on such Interest Payment Date shall be deemed payable to satisfy all requirements the registered Holder notwithstanding the conversion of such 2037 Note; provided, however, that no such payment need be made (1) if the Company has specified a Fundamental Change Purchase Date following a Fundamental Change that is after the Regular Record Date and on or prior to the next succeeding Interest Payment Date, (2) only to the extent of overdue interest, if any overdue interest exists at the date of conversion with respect to a 2037 Note, (3) if the 2037 Note is surrendered for conversion after the Regular Record Date immediately preceding the Stated Maturity of the Statement of Rights 2037 Note, or (a "Conversion Notice"). As set forth in Section 7(c)(34) of if the Statement of Rights, the number of Common Shares to be issued 2037 Note is surrendered in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number of Common Shares stated in the applicable Conversion Notice. If in connection call for redemption with a particular conversion of Preferred Shares Redemption Date that is after the Company determines that manifest error has been made by virtue of the conversion price Regular Record Date and on or other information set forth in the applicable Conversion Notice, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given prior to the Transfer Agent by facsimile)next succeeding Interest Payment Date. No other payments or adjustments for interest, which notice shall state the number of Common Shares in disputeor any dividends with respect to any Ordinary Shares, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall will be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of Rightsmade upon conversion.

Conversion Procedure. In connection 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 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 full Common Shares deliverable upon the conversion or exchange and cash in lieu of any fractional share determined pursuant to Section 4.1(d); provided that, in case of a 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 Convertible Note, such person shall no longer be a Holder of such Convertible 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 IV. If any Holder elects to convert Convertible Notes (in whole or in part) during the exercise period from the close of business on any Regular Record Date for the payment of an installment of interest to the opening of business on the next succeeding Interest Payment Date, then the Holder shall deliver to the Conversion Agent payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Convertible Notes then being converted, and such interest installment shall be payable to such registered Holder notwithstanding the conversion rights of the Convertible Notes, subject to the provisions of this Indenture relating to the Preferred Sharespayment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Buyer or Company shall promptly repay such funds to such Holder. Nothing in this Section 4.1 shall affect the right of a Holder in whose name any subsequent holder Convertible Note is registered at the close of business on a Regular Record Date to receive the Preferred Shares shall complete, sign interest payable on such Convertible Note on the related Interest Payment Date in accordance with the terms of this Indenture and furnish to the Company, with a copy to Convertible Notes. If the Transfer Agent, a Notice of Conversion in Holder converts more than one Convertible Note at the form attached hereto as Annex V, which shall be deemed to satisfy all requirements of the Statement of Rights (a "Conversion Notice"). As set forth in Section 7(c)(3) of the Statement of Rightssame time, the number of Common Shares to deliverable upon the conversion shall be issued in connection with a particular conversion based on the total principal amount of Preferred Shares is, absent manifest error, conclusively the number of Common Shares stated in the applicable Conversion NoticeConvertible Notes converted. If the last day on which a Convertible Note may be converted is not a Business Day, the Convertible Note may be converted on the next succeeding day that is a Business Day. If a Convertible Note is converted in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of the conversion price or other information set forth in the applicable Conversion Noticepart, the Company shall have execute and the right immediately Trustee shall authenticate and deliver to notify the converting holder Holder, a new Convertible Note in an authorized denomination equal in principal amount to the unconverted portion of the Convertible Note. 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 error (with a copy of such notice given Holder to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by require the Company to assure that there shall purchase such Convertible Note may be full compliance 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 Company's unqualified obligation that all Common Shares issuable provisions of this Indenture relating to such notice and delivered to the Paying Agent prior to the close of business on such conversion be issued by the due date therefor Business Day preceding the Purchase Date or Change in Control Purchase Date, as provided in the Statement of Rightscase may be.

Conversion Procedure. In connection with To convert the exercise of conversion rights relating to the Preferred SharesNote, the Buyer or any subsequent holder Holder must (1) complete and sign a notice of the Preferred Shares shall complete, sign and furnish election to the Company, with a copy to the Transfer Agent, a Notice of Conversion convert substantially in the form attached hereto as Annex V(or complete and manually sign a facsimile thereof) and deliver such notice to Company, (2) surrender the Note to Company, (3) furnish appropriate endorsements or transfer documents if required by Company and (4) pay any transfer or similar tax, if required by Company in accordance with Section 9.4 hereof. The date on which shall be deemed to satisfy the holder satisfies all of those requirements of is the Statement of Rights conversion date (a the "Conversion NoticeDate"). As set forth promptly as practicable on or after the Conversion Date, Company shall issue and deliver to the holder a certificate or certificates for the number of whole shares of Class A common stock issuable upon the conversion and a check or other payment for any fractional share in an amount determined pursuant to Section 7(c)(3) 9.3. 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 of a Note with respect to the converted Note shall cease and such converted Note shall no longer be deemed outstanding; provided, however, that, except as otherwise provided in this Section 9.2, no surrender of a Note on any date when the stock transfer books of Company shall be closed shall be effective to constitute the Person entitled to receive the shares of Class A common stock upon such conversion as the stockholder of record of such shares of Class A common stock on such date, but such surrender shall be effective to constitute the Person entitled to receive such shares of Class A common stock as the stockholder of record thereof for 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 Company had not been closed. No payment or adjustment will be made for accrued and unpaid interest on a converted Note or for dividends or distributions on shares of Class A common stock issued upon conversion of a Note, except that, if the Holder surrenders the Note for conversion after the close of business on any 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 conversion, accrued and unpaid interest payable on the Note on such interest payment date shall be paid on such interest payment date to the person who was the holder of the Statement Note (or one or more predecessor Notes) at the close of Rightsbusiness on such record date. Holders of Class A common stock issued upon conversion will not be entitled to receive any dividends payable to holders of Class A common stock as of any record time before the close of business on the Conversion Date. If a holder converts more than one Note at the same time, the number of Common Shares to be issued in connection with a particular conversion whole shares of Preferred Shares is, absent manifest error, conclusively the number of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of Class A common stock issuable upon the conversion price or other information set forth shall be based on the total principal amount of Notes converted. Upon surrender of a Note that is converted in the applicable Conversion Noticepart, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares a new Note equal in principal amount to which such holder is entitled based on the determination unconverted portion of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of RightsNote surrendered.

Conversion Procedure. In connection with the exercise The right to convert any Security may be exercised by delivery of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder of the Preferred Shares shall complete, sign and furnish to such Security at the Company’s office, with accompanied by a copy to the Transfer Agentcompleted and duly signed conversion notice, a Notice of Conversion in the form attached hereto as Annex VExhibit B (a “Conversion Notice”) and payment of any tax or duty, in accordance with Section 5(d) hereto, which may be payable in respect of any transfer involving the issue or delivery of the Conversion Shares or Warrants in the name of a Person other than the Holder of the Security. The “Conversion Date” shall be the Business Day on which the Holder satisfies all of the requirements set forth in the immediately preceding sentence, if all such requirements shall have been satisfied by 5:00 p.m., New York City time, on such day, and in all other cases, the Conversion Date shall be the next succeeding Business Day, and any property or economic benefit to which a Holder would have been entitled as a recipient of a dividend or other distribution from and after the Conversion Date shall be held in trust for the benefit of such Holder. The person in whose name the certificate or certificates representing the Conversion Shares is registered shall be deemed to satisfy all requirements be a stockholder of record on the Statement Conversion Date; provided, however, that no surrender of Rights (a "Conversion Notice"). As set forth in Section 7(c)(3) Security on any date when the stock transfer books of the Statement of Rights, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of the conversion price or other information set forth in the applicable Conversion Notice, the Company shall have be closed shall be effective to constitute the right immediately person or persons entitled to notify receive the converting Conversion Shares upon such conversion as the record holder or holders of such error (with Conversion Shares on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such Conversion 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. The person in whose name the certificates or other instruments representing the Securities or Warrants are registered shall not be deemed to be a copy stockholder of record. Upon conversion of a Security, the person holding such Security shall no longer be a Holder of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of RightsSecurity.

Conversion Procedure. In connection with To convert a Debenture into Common Stock, a Holder must satisfy the exercise requirements in paragraph 8 of the Debentures. The date on which the Holder satisfies all those requirements is the conversion rights relating date (the "Conversion Date"). The Company shall deliver to the Preferred SharesHolder as soon as practicable and in any event no later than the seventh Business Day following the Conversion Date, through the Buyer or any subsequent holder of the Preferred Shares shall complete, sign and furnish to the Company, with a copy to the Transfer Conversion Agent, a Notice certificate 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 1503. 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 Debenture 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 form attached hereto date that such Debenture shall have been surrendered for conversion, as Annex Vif the stock transfer books of the Company had not been closed. Upon conversion of a Debenture, such Person shall no longer be a Holder of such Debenture. Holders may surrender a Debenture for conversion by means of book- entry delivery in accordance with paragraph 8 of the Debentures 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 Fifteen. On conversion of a Debenture, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 1601) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 1601, the later of (x) the date of such exercise and (y) the date on which interest was last paid) to the Conversion Date with respect to the converted Debenture shall not be cancelled, extinguished or forfeited, but rather shall be deemed to satisfy all requirements be paid in full to the Holder thereof through delivery of the Statement Common Stock (together with any cash payment in lieu of Rights fractional shares of Common Stock) in exchange for the Debenture being converted pursuant to the terms hereof, and the fair market value of such Common Stock (a "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 accrued through the Conversion Notice"). As set forth 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 Section 7(c)(3) exchange for the Issue Price of the Statement of RightsDebenture being converted pursuant to the provisions hereof. If the Holder converts more than one Debenture at the same time, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number shares of Common Shares stated in Stock issuable upon the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares shall be computed based on the Company determines that manifest error has been made by virtue total Principal Amount at Maturity of the conversion price or other information set forth Debentures converted. Upon surrender of a Debenture that is converted in the applicable Conversion Noticepart, the Company shall have execute, and the right immediately to notify the converting holder of such error (with a copy of such notice given Trustee shall authenticate and deliver to the Transfer Agent by facsimile)Holder, which notice shall state a new Debenture in an authorized denomination equal in Principal Amount at Maturity to the number unconverted portion of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of RightsDebenture surrendered. If the Company shall have notified last day on which a Debenture may be converted is a Legal Holiday in a place where the Transfer Conversion Agent of any such erroris located, the Company shall, Debenture may be surrendered to such Conversion Agent on the date such notice next succeeding day that is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of Rightsnot a Legal Holiday.

Conversion Procedure. In connection with To convert a Security, a Holder must (a) complete and manually sign the exercise conversion notice on the back of the Security or facsimile of the conversion rights relating 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, (d) pay any transfer or similar tax, if required and (e) pay funds to the Preferred Shares, the Buyer or any subsequent holder of the Preferred Shares shall complete, sign and furnish Company in an amount equal to the Company, with interest payable on the next interest payment date if required pursuant to this Section 4.2. Such notice is hereinafter referred to as a copy to the Transfer Agent, a "Notice of Conversion in the form attached hereto as Annex V, which Conversion". A Security shall be deemed to satisfy all requirements have been converted as of the Statement close of Rights business on the date (a the "Conversion Date") on which the Holder has complied with the immediately preceding sentence of this Section 4.2. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices shall be delivered and such Securities shall be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The Company will, on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 4.14 to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates for the number of full shares of Applicable Stock, if any, to which such Holder shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stock, the Company shall issue such shares of Applicable Stock as soon as practicable after the expiration of the Cash Settlement Notice Period. The Person or Persons entitled to receive the Applicable Stock as part of the applicable Conversion Settlement Distribution upon such conversion shall be treated for all purposes as the record holder or holders of such Applicable Stock, as of the close of business on the applicable 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 Applicable Stock upon such conversion as the record holder or holders of such shares of Applicable Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Applicable 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. Except as otherwise provided in Section 4.6, no payment or adjustment will be made for dividends or distributions on shares of Applicable Stock issued upon conversion of a Security. If interest is then payable on the Securities, Securities surrendered for conversion during the period from the close of business on any record date preceding any interest payment date to the opening of business on such interest payment date shall (except in the case of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record 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 funds acceptable to the Company in an amount equal to the interest payable on such interest payment date on the Securities being surrendered for conversion, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made 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 Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Applicable Stock issuable upon the conversion shall be based on the aggregate principal amount of Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered. If the last day on which Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice"). As , as the case may be, has been withdrawn in accordance with the procedures set forth in Section 7(c)(3) of the Statement of Rights, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of the conversion price or other information set forth in the applicable Conversion Notice, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of Rights3.11.

Conversion Procedure. To convert a Note (or portion thereof) into shares of Common Stock on any date (the “Conversion Date”), a Holder must (a) complete and manually sign the conversion notice on the back of the Note and transmit by facsimile (or otherwise deliver) such notice to a Conversion Agent and the Conversion Agent shall have received such notice, on or prior to 5:00 p.m., New York City time, on such date, (b) surrender the Notes to be converted to the Conversion Agent as soon as practicable on or following such date (or an indemnification undertaking with respect to any such Notes in the case of its loss, theft or destruction), (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. As soon as practicable after the Conversion Date, but in no event later than three Trading Days following delivery of a Conversion Notice (the “Share Delivery Due Date”) the Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock (or Conversion Securities, if applicable) issuable upon the conversion and shall, (x) provided the Company’s transfer agent is participating in The DTC’s Fast Automated Securities Transfer Program, cause its transfer agent to credit such aggregate number of shares of Common Stock to which each such Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (y) if such transfer agent is not participating in DTC’s Fast Automated Securities Transfer Program, execute, and shall deliver, to the address as specified in the Conversion Notice, a certificate, registered in the name of the converting holder or its designee, for the number of shares of Common Stock to which such holder shall be entitled. The Person or Persons entitled to receive such Common Stock upon such conversion shall be treated for all purposes as the holder or holders of such Common Stock, as of the close of business on the applicable Conversion Date; provided, however, that no surrender of a Note 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 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 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 in full of a Note, such Person shall no longer be a Holder of such Note. Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Note equal in Principal Amount to the unconverted portion of the Note surrendered. The Company shall not effect any conversion of a Note, and no Holder shall have the right to convert any portion of such Note, to the extent that after giving effect to such conversion, such Holder (together with such Holder’s affiliates) would beneficially own in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion (the “Conversion Limitation”). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its affiliates shall include the number of shares of Common Stock issuable upon conversion of a Note with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted portion of any Note beneficially owned by such Holder or any of its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of this Section 4.02, in determining the number of outstanding shares of Common Stock, such Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent annual, quarterly or current report on Form 10-KSB, 10-QSB or Form 8-K, respectively, as the case may be; (y) a more recent public announcement by the Company or (z) any other notice by the Company setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of a Holder, the Company shall within two Business Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In connection with any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder securities of the Preferred Shares shall completeCompany, sign and furnish including any Note, by such Holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, with a copy any Holder may increase or decrease the Conversion Limitation to any other percentage not in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective until the Transfer Agent, a Notice of Conversion in the form attached hereto as Annex V, which shall be deemed to satisfy all requirements of the Statement of Rights (a "Conversion Notice"). As set forth in Section 7(c)(3) of the Statement of Rights, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of the conversion price or other information set forth in the applicable Conversion Notice, the Company shall have the right immediately to notify the converting holder of such error (with a copy of 61st day after such notice given is delivered to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of (ii) any such errorincrease or decrease will apply only to the Holder sending such notice and not to any other Holder of Notes. Notwithstanding the foregoing, the Company shallConversion Limitation shall not be applicable (i) on any of the ten Trading Days up to and including the Stated Maturity, or (ii) on any of the ten Trading Days up to and including the effective date of such Change of Control or (iii) during the period between the date such that the Change of Control notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, sent and the converting holder Change of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of RightsControl Redemption Date.

Conversion Procedure. In connection with If this Note is to be automatically converted pursuant to Section 4(a), the exercise Company shall deliver written notice (the “Conversion Notice”) to Investor at the address last shown on the records of conversion rights relating the Company for Investor or given by Investor to the Preferred SharesCompany for the purpose of notice, notifying Investor that the Company has elected to cause this Note to be converted pursuant to Section 4(a) hereof and specifying (a) the Conversion Price, (b) the principal amount of the Note, together with all accrued and unpaid interest, (c) the date on which such conversion is expected to occur (the date and time such conversion actually occurs, the Buyer or any subsequent holder of the Preferred Shares shall complete, sign “Conversion Date”) and furnish (d) calling upon such Investor to surrender to the Company, with in the manner and at the place designated, the Note. Investor agrees to deliver the original of this Note (or a copy notice to the Transfer Agenteffect that the original Note has been lost, stolen or 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) on or prior to the Conversion Date for cancellation; provided, however, that upon the Conversion Date, this Note shall be deemed converted and of no further force and effect, whether or not it is delivered for cancellation as set forth in this sentence. The Company shall, as soon as practicable thereafter (but in any event within ten (10) business days), issue and deliver to such Investor a Notice certificate or certificates (or a notice of Conversion issuance of uncertificated shares, if applicable) for the number of shares to which Investor shall be entitled upon such conversion, including a check payable to Investor for any cash amounts payable as described in the form attached hereto as Annex V, which Section 4(b)(ii). Any conversion of this Note pursuant to Section 4(a) shall be deemed to satisfy all requirements of the Statement of Rights (a "Conversion Notice"). As set forth in Section 7(c)(3) of the Statement of Rights, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has have been made by virtue of immediately prior to the Conversion Date and on and after such date the Persons entitled to receive the shares issuable upon such conversion price or other information set forth in shall be treated for all purposes as the applicable Conversion Notice, the Company shall have the right immediately to notify the converting record holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of Rightsshares.

Conversion Procedure. In connection with To convert a Note, a Holder must (a) complete and manually sign the exercise of conversion rights relating to notice on the Preferred Shares, the Buyer or any subsequent holder back of the Preferred Shares shall complete, sign Note and furnish deliver such notice to the Company, with a copy (b) surrender the Note to the Transfer AgentCompany, (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 Notice 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 fractional shares to be issued upon the conversion of such Note pursuant to Section 4.3, (iii) interest accrued, but unpaid, on such Note to the Conversion Date and (iv) an amount equal to the total cash dividends paid from the date of original issuance of the Note to the Conversion Date on the number of shares of Common Stock being converted. The person in whose name the form attached hereto as Annex V, which Common Stock certificate is registered shall be deemed to satisfy all requirements be a stockholder of record at the close of business on the Conversion Date; provided, however, that no surrender of a Note on any date when the stock transfer books of the Statement Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Rights (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 "Conversion Notice")Note, such person shall no longer be a Holder of such Note. As 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 Section 7(c)(3) of the Statement of Rightssucceeding paragraph. If a Holder converts more than one Note at the same time, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number shares of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of Stock issuable upon the conversion price or other information set forth shall be based on the aggregate principal amount of Notes converted. Upon surrender of a Note that is converted in the applicable Conversion Noticepart, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given execute and deliver to the Transfer Agent by facsimile), which notice shall state the number of Common Shares Holder a new Note equal in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted principal amount to the Auditors. Immediately after receipt of timely notice unconverted portion of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which Note surrendered. Any such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action Note shall be taken by the Company to assure dated so that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable no loss of interest on such conversion be issued by the due date therefor as provided in the Statement of RightsNote.

Conversion Procedure. In connection with To convert a Security a Holder must satisfy the exercise requirements in paragraph 9 of the Securities. The date on which the Holder satisfies all those requirements is the conversion rights relating date (the "Conversion Date"). As soon as practicable after the Conversion Date, the Company shall deliver to the Preferred SharesHolder, through the Conversion Agent, cash and a certificate for the number of full shares of Common Stock, if any, 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 for cash and Common Stock together valued 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 accrued 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 Buyer or any subsequent holder later of (x) the date of such exercise by the Company and (y) the date on which interest was last paid) of the Preferred Shares shall complete, sign Security through the Conversion Date and furnish (except as provided below) accrued contingent interest with respect to the Companyconverted Security shall not be cancelled, with a copy to the Transfer Agentextinguished or forfeited, a Notice of Conversion in the form attached hereto as Annex V, which but rather shall be deemed to satisfy all requirements be paid in full to the Holder thereof through delivery of the Statement cash payment and the Common Stock, if any, in exchange for the Security being converted pursuant to the provisions hereof; and such cash payment and the fair market value of Rights such shares of Common Stock, if any, shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount and Issue Discount (a "Conversion Notice"). As set forth or interest, if the Company has exercised its option provided for in Section 7(c)(310.01) accrued through the Conversion Date and accrued contingent interest, and the balance, if any, of such cash payment and such fair market value of such Common Stock, if any, shall be treated as issued in exchange for the Initial Accreted Principal Amount of the Statement of RightsSecurity being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the cash payment and the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number shares of Common Shares stated in Stock, if any, issuable upon the applicable Conversion Noticeconversion 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 Business Day that is not a Legal Holiday; provided, however, the Security shall be deemed to have been converted and surrendered as of such last day, notwithstanding the occurrence of a Legal Holiday on such day. Upon surrender of a Security that is converted in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of the conversion price or other information set forth in the applicable Conversion Noticepart, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agentexecute, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted Trustee shall authenticate and deliver to the Auditors. Immediately after receipt of timely notice Holder, a new Security (having the Guarantee endorsed thereon) in an authorized denomination equal in Principal Amount at Maturity to the unconverted portion of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of RightsSecurity surrendered.

Conversion Procedure. In connection with Before the exercise Holder shall be entitled to convert this Note into shares of conversion rights relating the Company’s common stock, Holder shall deliver the Conversion Notice attached hereto to Company not less than seventy-five (75) days prior to the Preferred Sharesdate Holder desires to convert this Note. Such Conversion Notice shall be delivered by mail, postage prepaid, to the Buyer or any subsequent holder Company at its principal corporate office, and shall contain a statement of the Preferred Shares shall completeelection of Holder to convert the Note, sign and furnish or a portion of the Note as well as the date the Holder desires such conversion to the Company, with a copy to the Transfer Agent, a Notice of Conversion in the form attached hereto as Annex V, which be effective. Such conversion shall be deemed to satisfy have been made immediately prior to the close of business on the later of (a) the date specified in such notice (which date shall be not less than seventy five (75) days from the date Company receives such notice) or (b) the date of surrender of this Note or (c) the date Holder has demonstrated compliance with the Disclosure Requirements, and the person or persons entitled to receive the shares issuable upon such conversion shall be treated for all requirements purposes as the record holder or holders of the Statement such shares as of Rights (a "Conversion Notice")such date. As set forth in Section 7(c)(3) promptly as practicable after the conversion of this Note, the Statement Company at its expense will issue and deliver to the Holder of Rights, this Note a certificate or certificates for the number of Common Shares full shares of the Company’s registered common stock issuable upon such conversion. If Xxxxxx has complied with the provisions of this Note as it relates to be issued in connection with a particular conversion of Preferred Shares isthis Note and, absent manifest errordespite such compliance by Holder, conclusively it is apparent to Company that Holder will be unable to convert this Note into fully registered and immediately transferable shares of the number of Common Shares stated Company’s common stock on the date Holder has specified in the Transfer Notice (“Holder’s Desired Transfer Date”) because of Company’s actions, inactions or efforts to comply with applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of the conversion price or other information set forth in the applicable Conversion Noticesecurities laws, the then Company shall have the right option of allowing Holder to convert this Note (or a portion hereof) so that Company can immediately purchase and redeem the shares issued by Company to notify the converting holder Holder upon conversion of such error this Note (with or a copy of such notice given portion hereof) at a per share price equal to the per share closing price on the Nasdaq national market (“Closing Price”) on the day of conversion (the “Redemption Option”). Upon exercising the Redemption Option, the principal amount of the Note will be reduced accordingly. If Company does not elect to exercise the Redemption Option, Company will hold Holder harmless from any drop in the Closing Price between the Holder’s Desired Transfer Agent by facsimile), which notice shall state Date and the number date Holder is able to convert this Note into fully registered and immediately transferable shares of Common Shares in dispute, and, notwithstanding such notice from the Company’s common stock (the “Interim Period”). Similarly, shall direct if during the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such errorInterim Period, the Company shallClosing Price increases, on Holder will pay the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice amount of the Auditors' determination, the Company shall instruct the Transfer Agent increase to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of Rights.

Conversion Procedure. In connection To convert a Security, a Holder must (a) complete and manually sign the conversion notice 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 Pioneer Common Stock issuable upon the conversion, cash in lieu of any fractional shares pursuant to Section 4.3, and the Cash Component times the number of Evergreen Consideration Units (or fractions thereof) payable upon such conversion. 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 exercise of conversion rights relating Applicable Procedures as in effect from time to the Preferred Shares, the Buyer or any subsequent holder of the Preferred Shares shall complete, sign and furnish to the Company, with a copy to the Transfer Agent, a Notice of Conversion time. The person in the form attached hereto as Annex V, which whose name Pioneer Common Stock certificate is registered shall be deemed to satisfy 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 Pioneer shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Pioneer Common Stock upon such conversion as the record holder or holders of such shares of Pioneer Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Pioneer Common Stock as the record holder or holders thereof for all requirements purposes at the close of business on the Statement 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 Rights Pioneer 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 Pioneer 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 to the opening of business on the next succeeding interest payment date (excluding Securities or portions thereof called for redemption on a "Conversion Notice")Redemption 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 interest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such 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 Company. As set forth Except as otherwise provided in this Section 7(c)(3) 4.2, no payment or adjustment will be made for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Statement Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of Rightsa Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of Evergreen Consideration Units issuable upon the conversion price or other information set forth shall be based on the aggregate principal amount of Securities converted. Upon surrender of a Security that is converted in the applicable Conversion Noticepart, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agentexecute, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted Trustee shall authenticate and deliver to the Auditors. Immediately after receipt of timely notice Holder, a new Security equal in principal amount to the unconverted portion of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of RightsSecurity surrendered.

Conversion Procedure. In connection with To convert a Series 3 1/4% Note a Holder must satisfy the exercise of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder requirements contained in paragraph 7 of the Preferred Shares shall complete, sign and furnish to Series 3 1/4% Notes. The date on which a Holder of Series 3 1/4% Notes satisfies all those requirements is the Company, with a copy to conversion date (the Transfer Agent, a Notice of Conversion in the form attached hereto as Annex V, which shall be deemed to satisfy all requirements of the Statement of Rights (a "Conversion NoticeDate"). As set forth soon as practicable after the Conversion Date, the Company shall deliver to the Holder, through the Conversion Agent, a certificate 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 7(c)(3) 3.03. 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 Series 3 1/4% Note on any date when the stock transfer books of the Statement Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of RightsCommon 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 Series 3 1/4% Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Series 3 1/4% Note, such Person shall no longer be a Holder of such Series 3 1/4% Note unless the Company defaults in the delivery of shares of Common Stock in respect of such conversion and such default continues for a period of 10 days. No payment or adjustment will be made for dividends or other distribution with respect to any Common Stock except as provided in this Article III. If the Holder converts more than one Series 3 1/4% Note at the same time, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number shares of Common Shares stated in Stock issuable upon the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares shall be based on the Company determines that manifest error has been made by virtue total Principal Amount of the conversion price or other information set forth Series 3 1/4% Notes converted. Upon surrender of a Series 3 1/4% Note that is converted in the applicable Conversion Noticepart, the Company shall have execute, and the right immediately to notify the converting holder of such error (with a copy of such notice given Trustee shall authenticate and make available for delivery to the Transfer Agent by facsimile)Holder, which notice shall state a new Series 3 1/4% Note in an authorized denomination equal in Principal Amount to the number unconverted portion of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of RightsSeries 3 1/4% Note surrendered. If the Company shall have notified last day on which a Series 3 1/4% Note may be converted is a Legal Holiday in a place where the Transfer Conversion Agent of any such erroris located, the Company shall, Series 3 1/4% Note may be surrendered to the Conversion Agent on the date such notice next succeeding day that is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of Rightsnot a Legal Holiday.

Conversion Procedure. In connection with To Convert the exercise of conversion rights relating to the Preferred SharesNote (or any portion -------------------- hereof), the Buyer or any subsequent holder Noteholder must (1) complete and sign a notice of the Preferred Shares shall complete, sign and furnish election to the Company, with a copy to the Transfer Agent, a Notice of Conversion Convert substantially in the form attached hereto as Annex VExhibit 2.2, which shall (2) surrender ----------- the Note to the Partnership and (3) pay any tax, if required. Upon Conversion, no adjustment or payment will be deemed to satisfy all requirements made for accrued and unpaid interest on the Converted Note (or applicable portion hereof) or for distributions on Units issuable upon Conversion of the Statement of Rights Note, but if the Noteholder surrenders the Note for Conversion (i) on an Interest Payment Date or (ii) if the Partnership has issued a "Conversion Notice"). As set forth in Section 7(c)(3) of the Statement of Rights, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of the conversion price or other information set forth in the applicable Conversion Notice, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder redemption under Section 3 hereof setting a redemption date on any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issueDecember Interest Payment Date, within three Business Days after receipt prior to such December Interest Date, then, notwithstanding such Conversion, the interest payable on such Interest Payment Date will be paid to the Noteholder. The number of Units issuable upon Conversion of the applicable Note is determined by dividing the principal amount hereof (or any portion thereof that is an integral multiple of $1000 subject to a Conversion Noticerequest) by the Conversion Price in effect on the Conversion Date. If the Noteholder has delivered a Designated Event Purchase Notice pursuant to Section 4.2 hereof, exercising the option of the Noteholder to ----------- require the Partnership to purchase the Note, the Note may be Converted only if the notice of exercise is withdrawn as provided in accordance with the terms of Section 4.4 hereof. ----------- The date on which the Noteholder satisfies all of the Conversion requirements set forth in this Section is the Conversion date ("Conversion Date"). As soon as practicable after the Conversion Date, the Partnership shall issue to the Noteholder the number of whole Units into which this Note (or portion hereof) shall have been Converted and the Noteholder shall be admitted to the Partnership as a Limited Partner pursuant to the terms and conditions of the Partnership Agreement. The Partnership shall also deliver a new Note for the principal amount, if any, that was not converted (which new Note shall be identical, except as to principal amount, to the converting holder surrendered Note) and a check payable to the Noteholder for any additional Common Shares fractional Unit, determined pursuant to which Section 2.3. The Noteholder shall become the registered owner of such holder is entitled based Units on ----------- the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure Date and, provided that there is no outstanding principal amount of the Note remaining, as of such date, the Noteholder's rights as the Noteholder hereunder shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of Rightscease.

Conversion Procedure. In connection with To convert a Debenture, after the exercise Scheme II Effective Date, a Holder must satisfy the requirements in paragraph 8 of the Debentures and (i) complete and manually sign the irrevocable conversion rights relating notice on the back of the Debenture and deliver such notice to the Preferred SharesConversion 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 11C.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 Scheme II Effective Date, the Buyer or any subsequent holder date on which the Holder satisfies all of the Preferred Shares foregoing requirements is the “Conversion Date.” As soon as practicable after the Conversion Date and in any event within five Business Days, (a) New WPP shall completedeliver to the Holder either a receipt or a book entry notation of the number of whole New WPP ADSs issuable upon the conversion pursuant to Section 11C.05, sign and furnish to (b) the Company, with a copy WPP, WPP Holdings and/or the WPP UK Partnership Partners shall pay to the Transfer AgentHolder through the Conversion Agent the aggregate Cash Conversion Amount payable upon such conversion and (c) the Company, a Notice WPP, WPP Holdings and/or the WPP UK Partnership Partners shall pay to the Holder through the Conversion Agent cash in lieu of Conversion any fractional New WPP ADSs. After the Scheme II Effective Date, the Person in whose name the form attached hereto as Annex V, which Debenture is registered shall be deemed to satisfy all requirements be a holder on the Conversion Date of the Statement New WPP ADSs for which the Debenture is converted on such Conversion Date; provided, however, that no surrender of Rights a Debenture on any date when the transfer books relating to the New WPP ADSs shall be closed shall be effective to constitute the Person or Persons entitled to receive New WPP ADSs upon such conversion as the registered holder or holders of such New WPP ADSs on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such New WPP ADSs as the registered holder or holders thereof for all purposes at the close of business on 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 "Conversion Notice")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 New WPP ADSs issued upon conversion of such Debenture. As Except as set forth in Section 7(c)(3the preceding 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 New WPP ADSs issued upon conversion of a Debenture (provided that the Statement New WPP ADSs received upon conversion of RightsDebentures 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, any accrued but unpaid Additional Amounts with respect to the converted Debentures), but if any Holder surrenders a Debenture for conversion between the record date for the payment of 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 be paid to the Holder of such Debenture on such Interest Payment Date. In such event, such Debenture, 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 or Additional Amounts, if any), payable on such Interest Payment Date on the portion so converted. If such payment does not accompany such Debenture, the Debenture shall not be converted; provided, however, that no such check shall be required if such Debenture 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 Debenture is surrendered for conversion on the 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 New WPP ADSs shall be issued upon conversion of Debentures. If more than one Debenture shall be surrendered for conversion at one time by the same Holder, the number of Common Shares full New WPP ADSs that shall be issuable upon conversion shall be computed on the basis of the aggregate principal amount of the Debentures (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional New WPP ADS would be issued in connection with a particular issuable upon the conversion of Preferred Shares isany Debenture or Debentures, absent manifest error, conclusively the number of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of the conversion price or other information set forth in the applicable Conversion Notice, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, WPP, WPP Holdings and/or the WPP UK Partnership Partners shall direct the Transfer Agent to issue and deliver the number of Common Shares not make a payment in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, lieu thereof in cash based on the date such notice current New WPP Market Price of a New WPP ADSs on the Conversion Date in addition to the Cash Conversion Amount. Upon surrender of a Debenture that is givenconverted in part, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, WPP, WPP Holdings and/or the Transfer AgentWPP UK Partnership Partners shall execute, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted Trustee shall authenticate and deliver to the Auditors. Immediately after receipt of timely notice Holder, a new Debenture equal in principal amount to the unconverted portion of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of RightsDebenture surrendered.

Conversion Procedure. In connection with To convert a Note a Holder must -------------------- satisfy the exercise of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder of the Preferred Shares shall complete, sign requirements set forth herein and furnish to the Company, with a copy to the Transfer Agent, a Notice of Conversion in the form attached hereto as Annex V, Notes. The date on which shall be deemed to satisfy the Holder satisfies all those requirements of is the Statement of Rights conversion date (a the "Conversion NoticeDate"). As set forth in Section 7(c)(3) of the Statement of Rights, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of the conversion price or other information set forth in the applicable Conversion NoticeExcept as otherwise provided below, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given deliver to the Transfer Holder through the Conversion Agent by facsimile), which notice shall state as soon as practicable after the Conversion Date a certificate for the number of Common Shares issuable upon the conversion and cash in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent lieu of any fractional Share determined pursuant to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of RightsSection 11.03. If the Company shall have notified the Transfer Agent Holder that all of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and Note shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determinationbe converted into Shares, the Company shall instruct the Transfer Agent to issue deliver to the converting Holder through the Conversion Agent no later than the fifth Business Day following the Conversion Date a certificate for the number of Shares issuable upon the conversion and cash in lieu of any fractional Share determined pursuant to Section 11.03. The Company shall deliver to the Holder surrendering such Note, together with a certificate for the number of Shares issuable upon the conversion the amount of cash payable in lieu of any fractional Share determined pursuant to Section 11.03. The Person in whose name the certificate representing the Shares issuable upon conversion is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a Note 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 upon such conversion as the record holder any additional Common 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 holder is entitled stock transfer books are open; such conversion shall be at the Conversion Rate 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. Upon conversion of a Note, such Person shall no longer be a Holder of such Note and such Note shall be cancelled and no longer Outstanding. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Shares except as provided in this Article 11. On conversion of a Note, that portion of accrued Original Issue Discount attributable to the period from the Issue Date through the Conversion Date with respect to the converted Note 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 (together with the cash payment, if any, in lieu of fractional Shares) in exchange for the Note being converted pursuant to the provisions hereof; and the fair market value of such Shares (together with any such cash payment in lieu of fractional Shares) shall be treated as delivered pro rata, to the extent thereof, first in exchange for Original Issue Discount accrued through the Conversion Date, and the balance, if any, of the fair market value of such Shares shall be treated as delivered in exchange for the Issue Price of the Note being converted pursuant to the provisions hereof. As of the Conversion Date, Contingent Interest, if any, and Liquidated Damages, if any, shall cease to accrue on such Note. If the Holder converts more than one Note at the same time, the number of Shares issuable or the amount of cash paid upon the conversion shall be based on the determination total Principal Amount at Maturity of the AuditorsNotes converted. If the Auditors shall fail last day on which a Note may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Note may be surrendered to notify such Conversion Agent on the Transfer Agent within three Business Days after the applicable Conversion Notice next succeeding day that is given to the Company and the Transfer Agentnot a Legal Holiday. Upon surrender of a Note that is converted in part, then the Company shall instruct execute, and the Transfer Agent Trustee shall authenticate and deliver to issuethe Holder, within three Business Days after receipt a new Note in an authorized denomination equal in Principal Amount at Maturity to the unconverted portion of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of RightsNote surrendered.

Conversion Procedure. In connection with To convert a Note a Holder must satisfy the exercise requirements in paragraph 9 of the Notes. The date on which the Holder satisfies all those requirements is the conversion rights relating date (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 Company shall deliver to the Preferred SharesHolder, through the Buyer or any subsequent holder of the Preferred Shares shall complete, sign and furnish to the Company, with a copy to the Transfer Conversion Agent, a Notice certificate for the full number of shares of Common Stock issuable upon conversion and cash in lieu of any fractional shares determined pursuant to SECTION 13.03. 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 form attached hereto certificate for the Common Stock is registered shall be treated as Annex Va stockholder of record on and after the Conversion Date; PROVIDED, HOWEVER, that no surrender of a Note 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 Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Note, such person shall no longer be a Holder of such Note. No payment or adjustment will be made for dividends on or other distribution with respect to any Common Stock except as provided in this Article Thirteen. On conversion of a Note, that portion of accrued and unpaid interest with respect to the converted Note shall not be cancelled, extinguished or forfeited, but rather shall be deemed to satisfy all requirements be paid in full to the Holder thereof through delivery of the Statement Common Stock (together with the cash payment, if any) in exchange for the Note being converted pursuant to the provisions hereof; and the fair market value of Rights such shares of Common Stock (a "Conversion Notice"). As set forth together with any such cash payment) shall be treated as issued, to the extent thereof, in Section 7(c)(3exchange for accrued and unpaid interest and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Statement of RightsNote being converted pursuant to the provisions hereof. If the Holder converts more than one Note at the same time, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number shares of Common Shares stated in Stock issuable shall be based on the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue total principal amount of the conversion price or other information set forth Notes converted. Upon surrender of a Note that is converted in the applicable Conversion Noticepart, the Company shall have execute, and the right immediately to notify the converting holder of such error (with a copy of such notice given Trustee shall authenticate and deliver to the Transfer Agent by facsimile)Holder, which notice shall state a new Note in an authorized denomination equal in principal amount to the number unconverted portion of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of RightsNote surrendered. If the Company shall have notified the Transfer last day on which a Note may be converted is not a Business Day in a place where a Conversion Agent of any such erroris located, the Company shall, Note may be surrendered to that Conversion Agent on the date such notice next succeeding day that is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one a Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of RightsDay.

Conversion Procedure. In connection with To convert a Security, a Holder must (a) complete and manually sign the exercise of conversion rights relating to notice on the Preferred Shares, the Buyer or any subsequent holder back of the Preferred Shares shall complete, sign and furnish to the Company, with a copy to the Transfer Agent, a Notice of Conversion Security in the form attached hereto in Exhibit A and deliver such notice to a Conversion Agent, (b) if certificated, 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 amounts due pursuant to the third paragraph of this Section 5.2, including funds equal to accrued interest and Contingent Interest, if any, and 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 Annex Vpracticable after the Conversion Date, which but no later than the fifth Business Day following 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 fractional shares pursuant to Section 5.3. 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 as in effect from time to time. The person in whose name the Common Stock certificate is registered shall be deemed to satisfy all requirements 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 Statement Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Rights (a "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 Notice"). As set forth Rate in Section 7(c)(3) effect on the Conversion Date as if the stock transfer books of the Statement Company had not been closed. Upon conversion of Rightsa 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 interest payment record date to the opening of business on the next succeeding Interest Payment Date shall also be accompanied by payment in immediately available funds of an amount equal to the interest, including Contingent Interest, if any, payable on such 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 Company; provided, however, that no such payment by the Holder converting their Securities need be made (a) if the Company sets a Redemption Date that is after a regular interest payment record date but on or prior to the next Interest Payment Date, (b) if the Company has specified a Designated Event Purchase Date following a Designated Event that is after a regular interest payment record date but on or prior to the next Interest Payment Date or (c) to the extent of any overdue interest or overdue Contingent Interest, if any, exists at the time of conversion with respect to such Security. Except as otherwise provided in this Section 5.2, no payment or adjustment will be made for accrued interest, including Contingent Interest, if any, on a converted Security. If the Company defaults in the payment of interest, Contingent Interest, if any, and Liquidated Damages, if any, payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. Nothing in this Section 5.2 shall affect the right of a Holder in whose name any Security is registered at the close of business on an interest payment record date to receive the interest, Contingent Interest, if any, and Liquidated Damages, if any, payable on such Security on the related Interest Payment Date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number shares of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of Stock issuable upon the conversion price or other information set forth shall be based on the aggregate principal amount of Securities converted. As promptly as practicable following the surrender of a Security that is converted in the applicable Conversion Noticepart, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agentexecute, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted Trustee shall authenticate and deliver to the Auditors. Immediately after receipt of timely notice Holder, a new Security equal in principal amount to the unconverted portion of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of RightsSecurity surrendered.

Conversion Procedure. In connection with To convert the exercise of conversion rights relating to the Preferred SharesNote, the Buyer or any subsequent holder must (1) complete and sign a notice of the Preferred Shares shall complete, sign and furnish election to the Company, with a copy to the Transfer Agent, a Notice of Conversion convert substantially in the form attached hereto as Annex V(or complete and manually sign a facsimile thereof) and deliver such notice to Company, (2) surrender the Note to Company, (3) furnish appropriate endorsements or transfer documents if required by Company and (4) pay any transfer or similar tax, if required by Company in accordance with Section 9.4 hereof. The date on which shall be deemed to satisfy the holder satisfies all of those requirements of is the Statement of Rights conversion date (a the "Conversion NoticeDate"). As set forth promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the holder a certificate or certificates for the number of whole shares of Class A common stock issuable upon the conversion and a check or other payment for any fractional share in an amount determined pursuant to Section 7(c)(3) 9.3. 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 of a Note with respect to the converted Note shall cease and such converted Note shall no longer be deemed outstanding; provided, however, that, except as otherwise provided in this Section 9.2, no surrender of a Note on any date when the stock transfer books of the Statement Company shall be closed shall be effective to constitute the Person entitled to receive the shares of RightsClass A common stock upon such conversion as the stockholder of record of such shares of Class A common stock on such date, but such surrender shall be effective to constitute the Person entitled to receive such shares of Class A common stock as the stockholder of record thereof for 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 adjustment will be made for accrued and unpaid interest on a converted Note or for dividends or distributions on shares of Class A common stock issued upon conversion of a Note, except that, if any holder surrenders a Note for conversion after the close of business on any 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 conversion, accrued and unpaid interest payable on such Note on such interest payment date shall be paid on such interest payment date to the person who was the holder of such Note (or one or more predecessor Notes) at the close of business on such record date. Holders of Class A common stock issued upon conversion will not be entitled to receive any dividends payable to holders of Class A common stock as of any record time before the close of business on the Conversion Date. If a holder converts more than one Note at the same time, the number of Common Shares to be issued in connection with a particular conversion whole shares of Preferred Shares is, absent manifest error, conclusively the number of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of Class A common stock issuable upon the conversion price or other information set forth shall be based on the total principal amount of Notes converted. Upon surrender of a Note that is converted in the applicable Conversion Noticepart, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares a new Note equal in principal amount to which such holder is entitled based on the determination unconverted portion of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of RightsNote surrendered.

Conversion Procedure. In connection with To convert a Security a Holder must satisfy the exercise of requirements set forth herein and in the Securities. The date on which the Holder satisfies all those requirements is the conversion rights relating date (the "Conversion Date"). Except as otherwise provided below, the Issuer shall deliver to the Preferred Holder through the Conversion Agent as soon as practicable after the Conversion Date a certificate for the number of Shares issuable upon the conversion and cash in lieu of any fractional Share determined pursuant to Section 11.03. Within two Business Days following the Conversion Date, the Issuer shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into Shares or paid in cash, unless the Issuer shall have delivered such notice previously pursuant to Section 3.03. If the Issuer shall have notified the Holder that all of such Security shall be converted into Shares, the Buyer Issuer shall deliver to the Holder through the Conversion Agent no later than the fifth Business Day following the Conversion Date a 66 certificate for the number of Shares issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 11.03. Except as provided in the proviso to the fifth paragraph of Section 11.01, if the Issuer shall have notified the Holder that all or a portion of such Security shall be paid in cash, the Issuer 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 Shares issuable upon the conversion and cash in lieu of any subsequent holder fractional share determined pursuant to Section 11.03. Except as provided in the proviso to the fifth paragraph of Section 11.01, the Issuer may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Issuer has notified the Holder in accordance with this paragraph. If Shares are delivered as consideration, then the Person in whose name the certificate representing the Shares issuable upon conversion 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 Preferred Issuer 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 completebe 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; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, sign 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 and furnish such Security shall be cancelled and no longer Outstanding. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Shares except as provided in this Article 11. On conversion of a Security, that portion of accrued Original Issue Discount (or interest, if the Issuer has exercised its option provided for in Section 10.01) attributable to the Companyperiod from the Issue Date (or, if the Issuer 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) through the Conversion Date with a copy respect to the Transfer Agentconverted Security and accrued Contingent Interest and accrued Defaulted Interest with respect to the converted Security shall not be cancelled, a Notice of Conversion in the form attached hereto as Annex Vextinguished or forfeited, which but rather shall be deemed to satisfy all requirements be paid in full to the Holder thereof through delivery of the Statement Shares (together with the cash payment, if any, in lieu of Rights fractional Shares) in exchange for the Security being converted pursuant to the provisions hereof; and the fair market value of such Shares (a "Conversion Notice"). As set forth together with any such cash payment in lieu of fractional Shares) shall be treated as delivered pro rata, to the extent thereof, first in exchange for Original Issue Discount (or interest, if the Issuer has exercised its option provided for in Section 7(c)(310.01) and Contingent Interest accrued through the Conversion Date, and the balance, if any, of the Statement fair market value of Rightssuch Shares shall be treated as delivered 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 Common Shares to issuable or the amount of cash paid upon the conversion shall be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively based on the number of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue total Principal Amount at Maturity of the conversion price or other information set forth in the applicable Conversion Notice, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of RightsSecurities converted. If the Company shall have notified last day on which a Security may be converted is a Legal Holiday in a place where the Transfer Conversion Agent of any such erroris located, the Company shall, Security may be surrendered to such Conversion Agent on the date such notice next succeeding day that is given, submit the dispute to Deloitte & Touche LLP or another firm not a Legal Holiday. 67 Upon surrender of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Companya Security that is converted in part, the Transfer AgentIssuer shall execute, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted Trustee shall authenticate and deliver to the Auditors. Immediately after receipt of timely notice Holder, a new Security in an authorized denomination equal in Principal Amount at Maturity to the unconverted portion of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of RightsSecurity surrendered.

Conversion Procedure. In connection with (a) To convert a LYON a Holder must satisfy the exercise requirements in paragraph 7 of the XXXXx. The date on which the Holder satisfies all those requirements is the conversion rights relating date (the "Conversion Date"). The Company shall deliver to the Preferred SharesHolder no later than the seventh Business Day following the Conversion Date, through the Conversion Agent, a certificate for the number of shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 1203. Delivery of such certificate and delivery of any check for any cash in lieu of fractional interests therein may be delayed for a reasonable time at the request of the Company in order to effectuate the calculation of adjustments of the Conversion Rate pursuant to this Article Twelve. If, between any Conversion Date and the related date of delivery of shares of Common Stock, such shares shall cease to have any or certain rights, the Buyer Holder entitled to receive such shares shall be entitled only to receive such shares as so modified and any proceeds received thereon on or any subsequent holder of the Preferred Shares shall completeafter such Conversion Date, sign and furnish to the Company, the Trustee and the Conversion Agent shall not be otherwise liable with a copy respect to the Transfer Agentmodification, from such Conversion Date to the date of such delivery, of such shares of Common Stock. The Person entitled to receive Common Stock issuable upon conversion shall be treated as a Notice stockholder of record of the Guarantor on and after the Conversion Date; provided, however, that no surrender of a LYON on any date when the stock transfer books of the Guarantor 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, however, that such conversion shall be at the Conversion Rate in effect on the form attached hereto date that such LYON shall have been surrendered for conversion, as Annex Vif the stock transfer books of the Guarantor had not been closed. Upon conversion of a LYON, which such Person shall no longer be a Holder of such LYON. 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 Twelve. On conversion of a LYON, that portion of accrued OID attributable to the period from the Issue Date of the LYON through the Conversion Date with respect to the converted LYON shall not be cancelled, extinguished or forfeited, but rather shall be deemed to satisfy all requirements be paid in full to the Holder thereof through delivery of the Statement Common Stock (together with the cash payment, if any, in lieu of Rights (a "Conversion Notice")fractional shares) in exchange for the LYON being converted pursuant to the provisions hereof. As set forth in Section 7(c)(3) of If the Statement of RightsHolder converts more than one LYON at the same time, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number shares of Common Shares stated in Stock issuable upon the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares shall be computed based on the Company determines that manifest error has been made by virtue total Principal Amount at Maturity of the conversion price or other information set forth XXXXx converted. Upon surrender of a LYON that is converted in the applicable Conversion Noticepart, the Company shall have execute, and the right immediately to notify the converting holder of such error (with a copy of such notice given Trustee shall authenticate and deliver to the Transfer Agent by facsimile)Holder, which notice shall state a new LYON in an authorized denomination equal in Principal Amount at Maturity to the number unconverted portion of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of RightsLYON surrendered. If the Company shall have notified last day on which a LYON may be converted is not a Business Day in a place where the Transfer Conversion Agent of any such erroris located, the Company shall, LYON may be surrendered to such Conversion Agent on the date such notice next succeeding day that is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one a Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of RightsDay.

Conversion Procedure. In connection with To convert a Note, a Holder must satisfy the exercise of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder requirements in Section 8 of the Preferred Shares shall complete, sign and furnish to Notes. The date on which the Company, with a copy to Holder satisfies all of those requirements is the Transfer Agent, a Notice of Conversion in conversion date (the form attached hereto as Annex V, which shall be deemed to satisfy all requirements of the Statement of Rights (a "Conversion NoticeCONVERSION DATE"). As set forth in Section 7(c)(3) of soon as practicable after the Statement of Rights, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of the conversion price or other information set forth in the applicable Conversion NoticeDate, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given deliver to the Transfer Holder through the Conversion Agent by facsimile), which notice shall state a certificate for the number of whole shares of Common Shares Stock issuable upon the conversion and a check for any fractional share determined pursuant to Section 4.03 hereof. The Person in disputewhose name the certificate is registered shall become the stockholder of record on the Conversion Date and, andas of such date, such Person's rights as a Holder shall cease; PROVIDED, HOWEVER, that no surrender of a Note on any date when the stock transfer books of the 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 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 shall be made for accrued interest or dividends or distributions on any 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 interest payment date, interest for such notes will be paid on the next interest payment date, notwithstanding such notice from the Companyconversion, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the AuditorsHolders of such Notes. Immediately after receipt of timely notice of the Auditors' determinationAny Notes that are, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given however, delivered to the Company for conversion after any record date but before the next interest payment date must, except as described in the next sentence, be accompanied by a payment equal to the interest payable on such interest payment date on the principal amount of Notes being converted. The payment to the Company described in the preceding sentence shall not be required if, during that period between a record date and the Transfer Agentnext interest payment date, then a conversion occurs on or after the date that the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt has issued a redemption notice or Change of the applicable Conversion Notice, Control Offer and prior to the converting holder any additional Common Shares to which date of redemption stated in such holder is entitled based on notice or the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of Rights.Change on

Conversion Procedure. In connection To convert a Security (to the extent that a Conversion Termination has not occurred pursuant to the provisions of Section 4.2 of this Indenture), a Holder must (a) complete and manually sign the conversion notice 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;" provided no Conversion Date can occur after a Conversion Termination 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, the Additional Conversion Payment, the Make-Whole Payment, if any, and cash in lieu of any fractional shares pursuant to Section 4.4. 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 exercise of conversion rights relating Applicable Procedures as in effect from time to time. The person in whose name the Preferred Shares, the Buyer or any subsequent holder of the Preferred Shares shall complete, sign and furnish to the Company, with a copy to the Transfer Agent, a Notice of Conversion in the form attached hereto as Annex V, which Common Stock certificate is registered shall be deemed to satisfy all requirements 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 Statement Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Rights 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 (to the extent that a "Conversion Notice"Termination has not occurred pursuant to the provisions of Section 4.2 of this Indenture) 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 (to the extent that a Conversion Termination has not occurred pursuant to the provisions of Section 4.2 of this Indenture). As set forth Securities so surrendered for conversion (to the extent that a Conversion Termination has not occurred pursuant to the provisions of Section 4.2 of this Indenture) (in whole or in part) during the period from the close of business on any regular interest payment record date to the opening of business on the next succeeding interest payment date (excluding Securities or portions thereof called for redemption pursuant to the provisions of Article 3 of this Indenture or for which the Company has delivered a Conversion Termination Notice pursuant to Section 7(c)(34.2 of this Indenture) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the Statement interest payable on such interest payment date on the principal amount of Rightssuch 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 Company and Section 4.2 hereof. Except as otherwise provided in this Section 4.3, no payment or adjustment will be made for accrued interest on a converted Security. Subject to Section 4.2 hereof, nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on an interest payment record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time (to the extent that a Conversion Termination has not occurred pursuant to the provisions of Section 4.2 of this Indenture), the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number shares of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of Stock issuable upon the conversion price or other information set forth shall be based on the aggregate principal amount of Securities converted. Upon surrender of a Security that is converted in part (to the applicable extent that a Conversion NoticeTermination has not occurred pursuant to the provisions of Section 4.2 of this Indenture), the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agentexecute, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted Trustee shall authenticate and deliver to the Auditors. Immediately after receipt of timely notice Holder, a new Security equal in principal amount to the unconverted portion of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of RightsSecurity surrendered.

Conversion Procedure. In connection with To convert a Series 3 1/2% Note a Holder must satisfy the exercise of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder requirements contained in paragraph 7 of the Preferred Shares shall complete, sign and furnish to Series 3 1/2% Notes. The date on which a Holder of Series 3 1/2% Notes satisfies all those requirements is the Company, with a copy to conversion date (the Transfer Agent, a Notice of Conversion in the form attached hereto as Annex V, which shall be deemed to satisfy all requirements of the Statement of Rights (a "Conversion NoticeDate"). As set forth soon as practicable after the Conversion Date, the Company shall deliver to the Holder, through the Conversion Agent, a certificate 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 7(c)(3) 3.03. 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 Series 3 1/2% Note on any date when the stock transfer books of the Statement Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of RightsCommon 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 Series 3 1/2% Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Series 3 1/2% Note, such Person shall no longer be a Holder of such Series 3 1/2% Note unless the Company defaults in the delivery of shares of Common Stock in respect of such conversion and such default continues for a period of 10 days. No payment or adjustment will be made for dividends or other distribution with respect to any Common Stock except as provided in this Article III. If the Holder converts more than one Series 3 1/2% Note at the same time, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number shares of Common Shares stated in Stock issuable upon the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares shall be based on the Company determines that manifest error has been made by virtue total Principal Amount of the conversion price or other information set forth Series 3 1/2% Notes converted. Upon surrender of a Series 3 1/2% Note that is converted in the applicable Conversion Noticepart, the Company shall have execute, and the right immediately to notify the converting holder of such error (with a copy of such notice given Trustee shall authenticate and make available for delivery to the Transfer Agent by facsimile)Holder, which notice shall state a new Series 3 1/2% Note in an authorized denomination equal in Principal Amount to the number unconverted portion of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of RightsSeries 3 1/2% Note surrendered. If the Company shall have notified last day on which a Series 3 1/2% Note may be converted is a Legal Holiday in a place where the Transfer Conversion Agent of any such erroris located, the Company shall, Series 3 1/2% Note may be surrendered to the Conversion Agent on the date such notice next succeeding day that is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of Rightsnot a Legal Holiday.

Conversion Procedure. In connection with the exercise of conversion rights relating To convert a Note represented by a Global Note, a Noteholder must convert by book-entry transfer to the Preferred Shares, Conversion Agent through the Buyer or any subsequent holder facilities of the Preferred Shares shall completeDTC. To convert a Note that is represented by a Certificated Note, a Noteholder must (1) complete and manually sign a Conversion Notice, a form of which is on the back of the Note, and deliver such Conversion Notice to the Conversion Agent, (2) surrender the Note to the Conversion Agent, (3) if required by the Conversion Agent, furnish appropriate endorsement and transfer documents, and (4) if required, pay all transfer or similar taxes. The Conversion Agent shall, within one (1) Business Day of any Conversion Date, provide notice to the Company, with a copy to the Transfer Agent, a Notice of Conversion in the form attached hereto as Annex V, which shall be deemed to satisfy all requirements of the Statement of Rights (a "Conversion Notice"). As set forth in Section 7(c)(3) 12.03, of the Statement occurrence of Rights, such Conversion Date. As promptly as practicable following the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue end of the conversion price or other information set forth in Conversion Reference Period applicable to the applicable Conversion NoticeNotes being converted, the Company shall have deliver to the right immediately Holder, through the Conversion Agent, the Required Cash Amount and Remaining Shares, if any (including Cash in lieu of Remaining Shares pursuant to notify Section 10.01 hereof and Cash in lieu of fractional shares pursuant to Section 10.03 hereof). The person in whose name the converting certificate representing any shares is registered shall be treated as a stockholder of record on and after the last Trading Day of the Conversion Reference Period; provided, however, that no surrender of a Note 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 Remaining Shares upon such conversion as the record holder or holders of such error (with 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. Upon conversion of a copy Note, such person shall no longer be a Holder of such notice given Note. 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. Upon conversion of a Note, a Noteholder will not receive, except as described below, any Cash payment representing accrued interest. Instead, accrued interest will be deemed paid by the Cash and/or shares of common stock, if any, received by the Noteholder upon conversion. Delivery to the Transfer Agent by facsimile), which notice shall state the number Noteholder of such Cash and/or shares of Common Shares Stock will thus be deemed (1) to satisfy the Company's obligation to pay the principal amount of a Note, and (2) to satisfy the Company's obligation to pay accrued and unpaid interest on the Note. As a result, upon conversion of a Note, accrued and unpaid interest on such Note is deemed paid in disputefull rather than cancelled, and, notwithstanding such notice extinguished or forfeited. Holders of Notes surrendered for conversion during the period from the CompanyClose of Business on any Regular Record Date next preceding any Interest Payment Date to the opening of business of such Interest Payment Date will receive the semiannual interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion, and such Notes upon surrender must be accompanied by funds equal to the amount of such payment; provided that no such payment need be made (x) in connection with any conversion following the Regular Record Date immediately preceding the Maturity Date, (y) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date or (z) to the extent of any Defaulted Interest, if any Defaulted Interest exists at the time of conversion with respect to such Note. The Company shall direct the Transfer Agent not be required to issue and deliver the number convert any Notes that are surrendered for conversion without payment of Common Shares not in dispute interest as and when required by the Statement of Rightsthis paragraph. If the Company shall have notified Holder converts more than one Note at the Transfer Agent of any such errorsame time, the Company shallRequired Cash Amount and the Remaining Shares, if any (together with the Cash payment, if any, in lieu of fractional shares) shall be based on the date such notice total principal amount of the Notes converted. If the last day on which a Note may be converted is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Companya Legal Holiday, the Transfer Agent, and Note may be surrendered on the converting holder next succeeding day that is not a Legal Holiday. Upon surrender of Preferred Shares within one Business Day after such dispute a Note that is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determinationconverted in part, the Company shall instruct execute, and the Transfer Agent to issue Trustee shall authenticate and deliver to the converting holder any additional Common Shares Holder, a new Note in an authorized denomination equal in principal amount to which such holder is entitled based on the determination unconverted portion of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of RightsNote surrendered.

Conversion Procedure. In connection with To convert a Series 2 1/2% Note a Holder must satisfy the exercise of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder requirements contained in paragraph 7 of the Preferred Shares shall complete, sign and furnish to Series 2 1/2% Notes. The date on which a Holder of Series 2 1/2% Notes satisfies all those requirements is the Company, with a copy to conversion date (the Transfer Agent, a Notice of Conversion in the form attached hereto as Annex V, which shall be deemed to satisfy all requirements of the Statement of Rights (a "Conversion NoticeDate"). As set forth soon as practicable after the Conversion Date, the Company shall deliver to the Holder, through the Conversion Agent, a certificate 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 7(c)(3) 3.03. 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 Series 2 1/2% Note on any date when the stock transfer books of the Statement Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of RightsCommon 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 Series 2 1/2% Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Series 2 1/2% Note, such Person shall no longer be a Holder of such Series 2 1/2% Note unless the Company defaults in the delivery of shares of Common Stock in respect of such conversion and such default continues for a period of 10 days. No payment or adjustment will be made for dividends or other distribution with respect to any Common Stock except as provided in this Article III. If the Holder converts more than one Series 2 1/2% Note at the same time, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number shares of Common Shares stated in Stock issuable upon the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares shall be based on the Company determines that manifest error has been made by virtue total Principal Amount of the conversion price or other information set forth Series 2 1/2% Notes converted. Upon surrender of a Series 2 1/2% Note that is converted in the applicable Conversion Noticepart, the Company shall have execute, and the right immediately to notify the converting holder of such error (with a copy of such notice given Trustee shall authenticate and make available for delivery to the Transfer Agent by facsimile)Holder, which notice shall state a new Series 2 1/2% Note in an authorized denomination equal in Principal Amount to the number unconverted portion of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of RightsSeries 2 1/2% Note surrendered. If the Company shall have notified last day on which a Series 2 1/2% Note may be converted is a Legal Holiday in a place where the Transfer Conversion Agent of any such erroris located, the Company shall, Series 2 1/2% Note may be surrendered to the Conversion Agent on the date such notice next succeeding day that is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of Rightsnot a Legal Holiday.

Conversion Procedure. In connection with To convert a Note a Holder must satisfy the exercise requirements in paragraph 8 of the Notes. The date on which the Holder satisfies all those requirements is the conversion rights relating date (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 Company shall deliver to the Preferred SharesHolder, through the Buyer or any subsequent holder of the Preferred Shares shall complete, sign and furnish to the Company, with a copy to the Transfer Conversion Agent, a Notice certificate 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 5.03. 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 Note 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 form attached hereto date that such Note shall have been surrendered for conversion, as Annex Vif the stock transfer books of the Company had not been closed. Upon conversion of a Note, 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 Stock except as provided in this Article 5. On conversion of a Note, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 4.01) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 4.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) of the Note through the Conversion Date with respect to the converted Note shall not be cancelled, extinguished or forfeited, but rather shall be deemed to satisfy all requirements be paid in full to the Holder thereof through delivery of the Statement Common Stock (together with the cash payment, if any, in lieu of Rights fractional shares) in exchange for the Note being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock (a "Conversion Notice"). As set forth 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 7(c)(34.01) accrued through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Statement of RightsNote being converted pursuant to the provisions hereof. If the Holder converts more than one Note at the same time, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number shares of Common Shares stated in Stock issuable upon the applicable Conversion Noticeconversion shall be based on the total Principal Amount at Maturity of the Notes converted. If the last day on which a Note may be converted is a Legal Holiday, the Note may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of a Note that is converted in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of the conversion price or other information set forth in the applicable Conversion Noticepart, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agentexecute, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted Trustee shall authenticate and deliver to the Auditors. Immediately after receipt of timely notice Holder, a new Note in an authorized denomination equal in Principal Amount at Maturity to the unconverted portion of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of RightsNote surrendered.

Conversion Procedure. In connection with To convert a Note a Holder must satisfy the exercise of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder requirements in paragraph 9 of the Preferred Shares shall complete, sign and furnish to Note. The date on which the Company, with a copy to Holder satisfies all those requirements is the Transfer Agent, a Notice of Conversion in conversion date (the form attached hereto as Annex V, which shall be deemed to satisfy all requirements of the Statement of Rights (a "Conversion NoticeCONVERSION 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 Company shall deliver to the Holder, through the Conversion Agent, a certificate for the full number of shares of Common Stock issuable upon conversion and cash in lieu of any fractional shares determined pursuant to SECTION 13.03. 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 or responsibilities under this paragraph unless and until it has received such certificate. Upon satisfaction of the conditions set forth in Section 7(c)(3) paragraph 9 relating to the conversion of the Statement Notes and the subsequent conversion of Rightsany Note, the Company shall deliver notice of such conversion to the Trustee within 15 Business Days of such conversion, and the Trustee shall not be charged with knowledge of any facts contained in such notice and shall not be responsible for taking any action in respect thereof (or liable for failing to take any such action) until such time as the Trustee shall have received such notice. The person in whose name the certificate for the Common Stock is registered shall be treated as a stockholder of record on and after the Conversion Date; PROVIDED, HOWEVER, that no surrender of a Note 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 regardless of whether the last day on which a Note may be converted occurs in the interim. Such conversion shall be at the Conversion Rate 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. Upon conversion of a Note, such person shall no longer be a Holder of such Note. No payment or adjustment will be made for dividends on or other distribution with respect to any Common Stock except as provided in this Article Thirteen. On conversion of a Note, that portion of accrued and unpaid interest with respect to the converted Note shall not be cancelled, extinguished or forfeited, but rather shall be paid in full to the Holder thereof in cash through the Conversion Date. If the Holder converts more than one Note at the same time, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number shares of Common Shares stated in Stock issuable shall be based on the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue total principal amount of the conversion price or other information set forth Notes converted. Upon surrender of a Note that is converted in the applicable Conversion Noticepart, the Company shall have execute, and the right immediately to notify the converting holder Trustee shall upon receipt of such error (with a copy written order signed by an Officer of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue authenticate and deliver to the number Holder, a new Note in an authorized denomination equal in principal amount to the unconverted portion of Common Shares not in dispute as and when required by the Statement of RightsNote surrendered. If the Company shall have notified last day on which a Note may be converted is not a Business Day in a place where the Transfer Conversion Agent of any such erroris located, the Company shall, Note in order to be converted must be surrendered to that Conversion Agent on or before the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after immediately preceding such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of Rightsdate.

Conversion Procedure. In connection with To convert a Security, a Holder must satisfy the exercise requirements in paragraph 9 of the Securities. The date on which the Holder of Securities satisfies all those requirements is the conversion rights relating date (the "Conversion Date"). As soon as practicable after the Conversion Date the Company shall deliver to the Preferred SharesHolder, through the Buyer or any subsequent holder of the Preferred Shares shall complete, sign and furnish to the Company, with a copy to the Transfer Conversion Agent, a Notice certificate 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 1403. 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 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 form attached hereto date that such Security shall have been surrendered for conversion, as Annex Vif the stock transfer books of the Company had not been closed. Upon conversion of a Security, which 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 this Article Fourteen. On conversion of a Security, that portion of accrued but unpaid interest, if any, attributable to the period from the Issue Date of the Security to the Conversion Date with respect to the converted Security shall not be canceled, extinguished or forfeited, but rather shall be deemed to satisfy all requirements be paid in full to the Holder thereof through delivery of the Statement Common Stock (together with the Cash payment, if any, in lieu of Rights (fractional shares) in exchange for the Security being converted pursuant to the provisions hereof. If a "Conversion Notice"). As set forth in Section 7(c)(3) of Holder converts more than one Security at the Statement of Rightssame time, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number shares of Common Shares stated in Stock issuable upon the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares shall be based on the Company determines that manifest error has been made by virtue total Principal Amount of the conversion price or other information set forth Securities converted. Upon surrender of a Security that is converted in the applicable Conversion Noticepart, the Company shall have execute, and the right immediately to notify the converting holder of such error (with a copy of such notice given Trustee shall authenticate and deliver to the Transfer Agent by facsimile)Holder, which notice shall state a new Security in an authorized denomination equal in Principal Amount to the number unconverted portion of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of RightsSecurity surrendered. If the Company shall have notified the Transfer last day on which a Security may be converted is not a Business Day in a place where a Conversion Agent of any such erroris located, the Company shall, Security may be surrendered to that Conversion Agent on the date such notice next succeeding day that it is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one a Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of RightsDay.

Conversion Procedure. In connection with To convert a Security, a Holder must (1) complete and sign the exercise conversion notice on the back of conversion rights relating the Security, (2) surrender the Security to the Preferred SharesTrustee, (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 Buyer Company shall deliver, or any subsequent holder shall cause the Trustee to deliver, upon the order of the Preferred Shares Holder, 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 whose name the certificate is registered shall completebe treated as a stockholder of record on and after the conversion date. Any Security surrendered for conversion during the period from the close of business on the record date for any interest payment date to the close of business on the Business Day next preceding the following interest payment date shall (unless such Security or portion thereof shall have been called for redemption on a date fixed for redemption which occurs during the period beginning at the close of business on such record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, sign and furnish or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by payment, in New York Clearing House funds or other funds acceptable to the Company, with a copy of an amount equal to the Transfer Agentinterest otherwise payable on such interest payment date on the Principal amount being converted; provided, however, that no such payment need be made if there shall exist at the conversion date a Notice of Conversion Default in the form attached hereto payment of interest on the Securities. Notwithstanding SECTION 3.01, 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 3.01. Except as Annex Vprovided above in this SECTION 15.02, no payment or other adjustment shall be made for interest accrued on any Security converted or for dividends on any securities issued on conversion of the Security. Except as provided in the immediately preceding paragraph, the Company's delivery of the fixed number of shares of Common Stock or such other security into which shall a Security is convertible will be deemed to satisfy all requirements the Company's obligation to pay the Principal amount of the Statement Security and all accrued interest (and original issue discount) that has not previously been (or is not simultaneously being) paid. The Common Stock or such other security is treated as issued first in payment of Rights 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 "Conversion Notice"). As set forth in Section 7(c)(3) of Holder converts more than one Security at the Statement of Rightssame time, the number of Common Shares full shares issuable and payment pursuant to SECTION 15.03 upon the conversion shall be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively based on the number of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue total Principal amount of the conversion price or other information set forth Securities converted. Upon surrender of a Security that is converted in the applicable Conversion Noticepart, the Company Trustee shall have authenticate for the right immediately to notify the converting holder of such error (with Holder a copy of such notice given new Security equal in Principal amount to the Transfer Agent by facsimile), which notice shall state unconverted Principal amount of the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of RightsSecurity surrendered. If the Company shall have notified last day on which a Security may be converted is a Legal Holiday in a place where the Transfer Agent of any such errorTrustee is located, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given Security may be surrendered to the Company and or the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based Trustee on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of Rightsnext succeeding Business Day.

Conversion Procedure. In connection with To convert a Security a Holder must -------------------- satisfy the exercise of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder requirements in paragraph 8 of the Preferred Shares shall complete, sign and furnish to Securities. The date on which the Company, with a copy to Holder satisfies all those requirements is the Transfer Agent, a Notice of Conversion in conversion date (the form attached hereto as Annex V, which shall be deemed to satisfy all requirements of the Statement of Rights (a "Conversion Notice---------- Date"). As set forth in Section 7(c)(3) of Within two Business Days following the Statement of Rights, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of the conversion price or other information set forth in the applicable Conversion NoticeDate, the Company ---- shall have the right immediately to notify the converting holder of such error (with a copy of such notice given deliver to the Transfer Agent by facsimile)Holder, which through the Conversion Agent, written notice of whether such Security shall state the number be converted into shares of Common Shares Stock or paid in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rightscash. If the Company shall have notified the Transfer Agent of any Holder that such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and Security shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determinationbe converted into shares Common Stock, the Company shall instruct the Transfer Agent to issue deliver to the converting Holder no later than the seventh Business Day following the Conversion Date a certificate 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. Except as provided in Section 10.01, if the Company shall have notified the Holder that 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 on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01, 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. 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 any additional or holders of such shares of Common Shares 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 holder is entitled 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 X. 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 12.01) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 12.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) 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 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 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 determination total Principal Amount of the AuditorsSecurities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in Principal Amount to the unconverted portion of the Security surrendered. If the Auditors shall fail 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 notify the Transfer such Conversion Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure next succeeding day that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of Rightsis not a Legal Holiday.

Conversion Procedure. In connection with To convert a Note, a Holder must satisfy the exercise of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder requirements in paragraph 10 of the Preferred Shares shall complete, sign and furnish to Notes. The date on which the Company, with a copy to Holder satisfies all of those requirements is the Transfer Agent, a Notice of Conversion in conversion date (the form attached hereto as Annex V, which shall be deemed to satisfy all requirements of the Statement of Rights (a "Conversion NoticeDate"). As set forth promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Trustee a certificate or certificates for the number of whole shares of Common Stock issuable upon the conversion and a check or other payment for any fractional share in an amount determined pursuant to Section 7(c)(3) 5.3. Such certificate or certificates will be sent by the Trustee to the Conversion Agent for delivery to the Holder. 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 Note shall cease; provided, however, that, except as otherwise provided in this Section 5.2, no surrender of a Note on any date when the stock transfer books of the Statement Company shall be closed shall be effective to constitute the Person entitled to receive the shares of RightsCommon 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 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 adjustment will be made for accrued and unpaid interest on a converted Note or for dividends or distributions on, attributable to, shares of Common Stock issued upon conversion of a Note, except that, if any Holder surrenders a Note for conversion after the close of business on any Regular 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 conversion, accrued and unpaid interest payable on such Note on such Interest Payment Date shall be paid on such Interest Payment Date to the Person who was the Holder of such Note (or one or more predecessor Notes) at the close of business on such Regular Record Date. In the case of any Note surrendered for conversion after the close of business on a Regular 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, unless such Note has been called for redemption on a redemption date or is to be repurchased on a Designated Event Payment Date after such Regular Record Date and prior to such Interest Payment Date, such Note, when surrendered for conversion, must be accompanied by payment in an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Note so converted. Holders of Common Stock issued upon conversion will not be entitled to receive any dividends payable to holders of Common Stock as of any record time before the close of business on the Conversion Date. If a Holder converts more than one Note at the same time, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number whole shares of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of Stock issuable upon the conversion price or other information set forth in the applicable Conversion Notice, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled be based on the determination total principal amount of Notes converted. Upon surrender of a Note that is converted in part, the Trustee shall authenticate for the Holder a new Note equal in principal amount to the unconverted portion of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of RightsNote surrendered.

Conversion Procedure. In connection with To convert a Note, a Holder must (i) complete and manually sign the exercise of conversion rights relating Conversion Notice and deliver it to the Preferred SharesConversion Agent, (ii) surrender the Note 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 12.04 and (v) if the Note 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 Buyer or any subsequent holder of the Preferred Shares Company shall complete, sign and furnish deliver to the Company, with Holder through the Conversion Agent a copy certificate for the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any fractional shares pursuant to Section 12.05. The person in whose name the Transfer Agent, a Notice of Conversion in the form attached hereto as Annex V, which certificate is registered shall be deemed to satisfy all requirements be a stockholder of record on the conversion date; provided, however, that no surrender of a Note on any date when the stock transfer books of the Statement Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Rights (a "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 Notice"). As set forth Price in Section 7(c)(3) effect on the date that such Note shall have been surrendered for conversion, as if the stock transfer books of the Statement Company had not been closed. Upon conversion of Rightsa Note, such person shall no longer be a Holder of such Note. No payment or adjustment will be made for accrued interest on a converted Note or for dividends or distributions on shares of Common Stock issued upon conversion of a Note, but if any Holder surrenders a Note for conversion between the record date for the payment of an installment of interest and the next interest payment date, then, notwithstanding such conversion, the interest payable on such interest payment date shall be paid to the Holder of such Note on such record date. In such event, such Note, when surrendered for conversion, must be accompanied by delivery of a check payable to the Conversion Agent 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 Note, the Note shall not be converted; provided, however, that no such check shall be required if such Note 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 Note is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest payable on the interest payment date, the Conversion Agent shall repay such funds to the Holder. If a Holder converts more than one Note at the same time, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number shares of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of Stock issuable upon the conversion price or other information set forth shall be based on the aggregate principal amount of Notes converted. Upon surrender of a Note that is converted in the applicable Conversion Noticepart, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agentexecute, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted Trustee shall authenticate and deliver to the Auditors. Immediately after receipt of timely notice Holder, a new Note equal in principal amount to the unconverted portion of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of RightsNote surrendered.

Conversion Procedure. In connection with To convert a Convertible Note, a -------------------- holder must satisfy the exercise of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder requirements in paragraph 10 of the Preferred Shares shall complete, sign and furnish to Convertible Notes. The date on which the Company, with a copy to holder satisfies all of those requirements is the Transfer Agent, a Notice of Conversion in conversion date (the form attached hereto as Annex V, which shall be deemed to satisfy all requirements of the Statement of Rights (a "Conversion NoticeDate"). As set forth 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 5.03. The person in Section 7(c)(3) 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 Noteholder shall cease; provided, however, that no -------- ------- surrender of a Convertible Note on any date when the stock transfer books of the Statement Company shall be closed shall be effective to constitute the person entitled to receive the shares of RightsCommon Stock upon such conversion as the shareholder of record of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person entitled to receive such shares of Common Stock as the shareholder of record thereof for 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 Note 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 Convertible Note or for dividends or distributions on shares of Common Stock issued upon conversion of a Convertible Note, but if any holder surrenders a Convertible Note 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 conversion, the interest payable on such interest payment date shall be paid to the holder of such Convertible Note on such record date. In such event, any such Convertible Note not called for redemption, when surrendered for conversion, must be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such interest payment date on the portion so converted. If a holder converts more than one Convertible Note at the same time, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number whole shares of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of Stock issuable upon the conversion price or other information set forth in the applicable Conversion Notice, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled be based on the determination total principal amount of Convertible Notes converted. Upon surrender of a Convertible Note that is converted in part, the Trustee shall authenticate for the holder a new Convertible Note equal in principal amount to the unconverted portion of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of RightsConvertible Note surrendered.

Conversion Procedure. In connection with To convert a Debenture into Common Stock, a Holder must satisfy the exercise requirements in paragraph 8 of the Debentures. The date on which the Holder satisfies all those requirements is the conversion rights relating date (the "Conversion Date"). The Company shall deliver to the Preferred SharesHolder no later than the seventh Business Day following the Conversion Date, through the Buyer or any subsequent holder of the Preferred Shares shall complete, sign and furnish to the Company, with a copy to the Transfer Conversion Agent, a Notice certificate 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 1503. 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 Debenture 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 form attached hereto date that such Debenture shall have been surrendered for conversion, as Annex Vif the stock transfer books of the Company had not been closed. Upon conversion of a Debenture, such Person shall no longer be a Holder of such Debenture. Holders may surrender a Debenture for conversion by means of book-entry delivery in accordance with paragraph 8 of the Debentures 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 Fifteen. On conversion of a Debenture, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 1601) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 1601, the later of (x) the date of such exercise and (y) the date on which interest was last paid) to the Conversion Date with respect to the converted Debenture shall not be cancelled, extinguished or forfeited, but rather shall be deemed to satisfy all requirements be paid in full to the Holder thereof through delivery of the Statement Common Stock (together with any cash payment in lieu of Rights fractional shares of Common Stock) in exchange for the Debenture being converted pursuant to the terms hereof, and the fair market value of such Common Stock (a "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 accrued through the Conversion Notice"). As set forth 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 Section 7(c)(3) exchange for the Issue Price of the Statement of RightsDebenture being converted pursuant to the provisions hereof. If the Holder converts more than one Debenture at the same time, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number shares of Common Shares stated in Stock issuable upon the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares shall be computed based on the Company determines that manifest error has been made by virtue total Principal Amount at Maturity of the conversion price or other information set forth Debentures converted. Upon surrender of a Debenture that is converted in the applicable Conversion Noticepart, the Company shall have execute, and the right immediately to notify the converting holder of such error (with a copy of such notice given Trustee shall authenticate and deliver to the Transfer Agent by facsimile)Holder, which notice shall state a new Debenture in an authorized denomination equal in Principal Amount at Maturity to the number unconverted portion of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of RightsDebenture surrendered. If the Company shall have notified last day on which a Debenture may be converted is a Legal Holiday in a place where the Transfer Conversion Agent of any such erroris located, the Company shall, Debenture may be surrendered to such Conversion Agent on the date such notice next succeeding day that is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of Rightsnot a Legal Holiday.

Conversion Procedure. In connection with To convert a Note, a Holder must satisfy the exercise requirements in paragraph 8 of the Notes. The date on which the Holder satisfies all those requirements is the conversion rights relating date (the "Conversion Date"). As soon as practicable after the Conversion Date, the Company shall deliver to the Preferred SharesHolder, through the Buyer or any subsequent holder of the Preferred Shares shall complete, sign and furnish to the Company, with a copy to the Transfer Conversion Agent, a Notice certificate 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 7.3; and shall certify to the Conversion Agent and the Trustee the amount of Notes (and related Holder) so converted, and shall certify that such conversion has been completed in compliance with the form attached hereto terms hereof. The person in whose name the certificate is registered shall be treated as Annex Va stockholder of record on and after the Conversion Date; provided, however, that no surrender of a Note 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 Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Note, such person shall no longer be a Holder of such Note. Neither the Trustee nor Calculation Agent shall be under any duty or obligation to verify or recalculate the Company's determination of the number of shares of Common Stock issuable upon conversion (or cash amount payable in respect of fractional shares). 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 7. On conversion of a Note, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 6.1) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 6.1, the later of (x) the date of such exercise and (y) the date on which interest was last paid) of the Note through the Conversion Date with respect to the converted Note shall not be cancelled, extinguished or forfeited, but rather shall be deemed to satisfy all requirements be paid in full to the Holder thereof through delivery of the Statement Common Stock (together with the cash payment, if any, in lieu of Rights fractional shares) in exchange for the Note being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock (a "Conversion Notice"). As set forth 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 7(c)(36.1) accrued through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Statement of RightsNote being converted pursuant to the provisions hereof. If the Holder converts more than one Note at the same time, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number shares of Common Shares stated in Stock issuable upon the applicable Conversion Noticeconversion shall be based on the total Principal Amount at Maturity of the Notes converted. If the last day on which a Note may be converted is a Legal Holiday, the Note may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of a Note that is converted in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of the conversion price or other information set forth in the applicable Conversion Noticepart, the Company shall have execute, and upon Company order the right immediately to notify the converting holder of such error (with a copy of such notice given Trustee shall authenticate and deliver to the Transfer Agent by facsimile)Holder, which notice shall state the number of Common Shares a new Note in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not an authorized denomination equal in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted Principal Amount at Maturity to the Auditors. Immediately after receipt of timely notice unconverted portion of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of RightsNote surrendered.

Conversion Procedure. In connection with To convert a Note, a holder must -------------------- satisfy the exercise of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder requirements in paragraph 10 of the Preferred Shares shall complete, sign and furnish to Notes. The date on which the Company, with a copy to holder satisfies all of those requirements is the Transfer Agent, a Notice of Conversion in conversion date (the form attached hereto as Annex V, which shall be deemed to satisfy all requirements of the Statement of Rights (a "Conversion NoticeDate"). As set forth 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 5.3. The person in Section 7(c)(3) 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 Noteholder shall cease; provided, however, that no surrender of a Note on any -------- ------- date when the stock transfer books of the Statement Company shall be closed shall be effective to constitute the person entitled to receive the shares of RightsCommon 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 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 adjustment or payment will be made for accrued and unpaid interest on a converted Note or for dividends or distributions on shares of Common Stock issued upon conversion of a Note, but if any holder surrenders a Note for conversion after the close of business on the record date for the payment of an installment of interest and Liquidated Damages, if any, and prior to the opening of business on the next succeeding interest payment date, then, notwithstanding such conversion, the interest and Liquidated Damages, if any, payable on such interest payment date shall be paid to the registered holder of such Note on such record date. In such event, such Note, when surrendered for conversion after October 15, 1999, must be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable and Liquidated Damages, if any, on such interest payment date on the portion so converted and, when surrendered for conversion on or prior to October 15, 1999, need not be accompanied by such payment. If a holder converts more than one Note at the same time, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number whole shares of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of Stock issuable upon the conversion price or other information set forth in the applicable Conversion Notice, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled be based on the determination total principal amount of Notes converted. Upon surrender of a Note that is converted in part, the Trustee shall authenticate for the holder a new Note equal in principal amount to the unconverted portion of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of RightsNote surrendered.

Conversion Procedure. In connection with To convert a Note, a holder must -------------------- satisfy the exercise of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder requirements in Section 10 of the Preferred Shares shall complete, sign and furnish to Notes. The date on which the Company, with a copy to holder satisfies all of those requirements is the Transfer Agent, a Notice of Conversion in conversion date (the form attached hereto as Annex V, which shall be deemed to satisfy all requirements of the Statement of Rights (a "Conversion NoticeDate"). As set forth 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 5.03. The Person in Section 7(c)(3) 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 Noteholder shall cease; provided, however, that no surrender of a Note on any -------- ------- date when the stock transfer books of the Statement Company shall be closed shall be effective to constitute the Person entitled to receive the shares of RightsCommon 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 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 adjustment will be made for accrued and unpaid interest on a converted Note or for dividends or distributions on shares of Common Stock issued upon conversion of a Note. If any holder surrenders a Note 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 conversion, the interest payable on such interest payment date shall be paid to the holder of such Note on such record date. In such event, such Note, when surrendered for conversion, must be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such interest payment date on the portion so converted. The interest payment with respect to a Note called for redemption on a date during the period from the close of business on or after any record date to the opening of business on the business day following the corresponding interest payment date will be payable on the corresponding interest payment date to the holder of such Note on such record date (notwithstanding the conversion of such Note before the corresponding interest payment date) and a holder who elects to convert need not include funds equal to the interest payment. If a holder converts more than one Note at the same time, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number whole shares of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of Stock issuable upon the conversion price or other information set forth in the applicable Conversion Notice, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled be based on the determination total principal amount of Notes converted. Upon surrender of a Note that is converted in part, the Trustee shall authenticate for the holder a new Note equal in principal amount to the unconverted portion of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of RightsNote surrendered.

Conversion Procedure. In connection with To convert a Security, a Holder must (a) complete and manually sign the exercise of conversion rights relating to notice on the Preferred Shares, the Buyer or any subsequent holder back of the Preferred Shares shall complete, sign and furnish to the Company, with a copy to the Transfer Agent, a Notice of Conversion Security in the form attached hereto in Exhibit A and deliver such notice to a Conversion Agent, (b) if certificated, 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 amounts due pursuant to the third paragraph of this Section 5.2, including funds equal to accrued interest and Contingent Interest, if any, and 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 Annex Vpracticable after the Conversion Date, which but no later than the fifth Business Day following 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 fractional shares pursuant to Section 5.3. 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 as in effect from time to time. The person in whose name the Common Stock certificate is registered shall be deemed to satisfy all requirements 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 Statement Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Rights (a "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 Notice"). As set forth Price in Section 7(c)(3) effect on the Conversion Date as if the stock transfer books of the Statement Company had not been closed. Upon conversion of Rightsa 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 interest payment record date to the opening of business on the next succeeding Interest Payment Date shall also be accompanied by payment in immediately available funds of an amount equal to the interest, including Contingent Interest, if any, payable on such 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 Company; provided, however, that no such payment by the Holder converting their Securities need be made (a) if the Company sets a Redemption Date that is after a regular interest payment record date but on or prior to the next Interest Payment Date, (b) if the Company has specified a Designated Event Purchase Date following a Designated Event that is after a regular interest payment record date but on or prior to the next Interest Payment Date or (c) to the extent of any overdue interest or overdue Contingent Interest, if any, exists at the time of conversion with respect to such Security. Except as otherwise provided in this Section 5.2, no payment or adjustment will be made for accrued interest, including Contingent Interest, if any, on a converted Security. If the Company defaults in the payment of interest, Contingent Interest, if any, and Liquidated Damages, if any, payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. Nothing in this Section 5.2 shall affect the right of a Holder in whose name any Security is registered at the close of business on an interest payment record date to receive the interest, Contingent Interest, if any, and Liquidated Damages, if any, payable on such Security on the related Interest Payment Date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number shares of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of Stock issuable upon the conversion price or other information set forth shall be based on the aggregate principal amount of Securities converted. As promptly as practicable following the surrender of a Security that is converted in the applicable Conversion Noticepart, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agentexecute, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted Trustee shall authenticate and deliver to the Auditors. Immediately after receipt of timely notice Holder, a new Security equal in principal amount to the unconverted portion of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of RightsSecurity surrendered.

Conversion Procedure. In connection with (a) To convert a Security, a Holder must satisfy the exercise requirements of conversion rights relating paragraph 10 of the Securities. No later than the third (3rd) Business Day immediately following the date (the “Conversion Date”) on which the Holder satisfies all those requirements, the Company shall deliver to the Preferred SharesHolder through the Conversion Agent a certificate for the number of full shares of Common Stock issuable upon the conversion, as provided in paragraph 10 of the Securities, and a check for the amount of cash payable in lieu of any fractional share and any installment of interest payable as provided in the following paragraph. Immediately before the close of business on the Conversion Date, and thereafter, the Buyer or any subsequent holder person in whose name such certificate is to be registered shall be treated as a stockholder of the Preferred Shares shall complete, sign and furnish to record of the Company, with 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, as such, to any rights of a copy holder of Common Stock until such Holder has converted its Securities into shares of Common Stock, or is deemed to be a stockholder of record of the Company, as provided in this Section 10.02(a), and then only to the Transfer Agent, a Notice of Conversion in the form attached hereto as Annex V, which shall be extent such Securities are deemed to satisfy all requirements of the Statement of Rights (a "Conversion Notice"). As set forth in Section 7(c)(3) of the Statement of Rights, the number of Common Shares have been so converted or such Holder is so deemed to be issued in connection with a particular conversion stockholder of Preferred Shares is, absent manifest error, conclusively the number of Common Shares stated in the applicable Conversion Noticerecord. If a Security is duly surrendered for conversion in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of the conversion price or other information set forth in the applicable Conversion Noticeaccordance herewith, the Company shall have the right immediately fully satisfied its obligations with respect to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If Security once the Company shall have notified duly delivered or paid, as the Transfer Agent case may be, in accordance herewith, both (i) the shares of Common Stock, together with any cash payment for fractional shares, due hereunder upon such error, conversion; and (ii) if such Security shall have been surrendered for such conversion after the Company shall, close of business on the record date for the payment pursuant hereto of an installment of interest but before the related interest payment date, such notice is given, submit the dispute to Deloitte & Touche LLP or another firm installment of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of Rightsinterest.

Conversion Procedure. In connection with To convert a Note, a Holder must satisfy the exercise requirements in paragraph 8 of the Notes and (i) complete and manually sign the conversion rights relating notice on the back of the Note and deliver such notice to the Preferred SharesConversion Agent, (ii) surrender the Note 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 12.04 and (v) if the Note 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 Buyer Company shall deliver to the Holder through the Conversion Agent either (i) a certificate for or any subsequent holder (ii) a book-entry notation of the Preferred Shares shall complete, sign number of whole shares of Common Stock issuable upon the conversion and furnish cash in lieu of any fractional shares pursuant to Section 12.05. The Person in whose name the Company, with a copy to the Transfer Agent, a Notice of Conversion in the form attached hereto as Annex V, which Note is registered shall be deemed to satisfy all requirements be a stockholder of record on the Conversion Date; provided, however, that no surrender of a Note on any date when the stock transfer books of the Statement Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Rights 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 (subject to the provisions of the next paragraph of this Section 12.02); provided, further, 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. Upon conversion of a "Note, such Person shall no longer be a Holder of such Note. The Company may, at its option, in lieu of delivering shares of Common Stock, elect to pay the Holder surrendering such Note an amount of cash equal to the average of the Common Stock Price for the five consecutive Trading Days immediately following (a) the date of our notice of our election to deliver cash as described below if we have not given notice of redemption, or (b) the Conversion Notice")Date, in the case of a conversion following a Notice of Redemption with respect to such Note, specifying that the Company intends to deliver cash upon conversion, in either case multiplied by the number of shares of Common Stock issuable upon conversion of such Note on that date. As The Company shall inform Holders through the Trustee no later than two Business Days following the Conversion Date of its election to deliver shares of Common Stock or to pay cash in lieu of the delivery of shares, unless it has already informed Holders of its election in connection with its optional redemption of the Notes as set forth in Section 7(c)(3) 3.12 hereof. If the Company delivers only shares of the Statement of RightsCommon Stock upon conversion, the number shares will be delivered through the Trustee no later than the fifth Business Day following the conversion date. If the Company elects to satisfy all or a portion of its obligations to deliver shares upon conversion in cash, the payment, including any delivery of Common Shares Stock, will be made to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively Holders surrendering Notes no later than the number of Common Shares stated in tenth Business Day following the applicable Conversion Notice. If in connection with a particular conversion Date; provided that if an Event of Preferred Shares the Company determines that manifest error Default has been made by virtue of the conversion price or other information set forth in the applicable Conversion Noticeoccurred and is continuing, the Company shall have the right immediately not be required to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent pay cash upon conversion of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm Notes (other than cash in lieu of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor fractional shares as provided in the Statement of Rightsset forth below).

Conversion Procedure. In connection To convert a Note, a Holder must (a) complete and manually sign the conversion notice on the back of the Note or facsimile of the conversion notice and deliver such notice to a Conversion Agent, (b) surrender the Note 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 13.02 and pay any transfer or similar tax, if required to be paid by such Holder under Section 13.04. 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 fractional shares pursuant to Section 13.03. Anything herein to the contrary notwithstanding, in the case of Global Notes, conversion notices may be delivered and such Notes may be surrendered for conversion in accordance with the exercise of conversion rights relating Applicable Procedures as in effect from time to time. The person in whose name the Preferred Shares, the Buyer or any subsequent holder of the Preferred Shares shall complete, sign and furnish to the Company, with a copy to the Transfer Agent, a Notice of Conversion in the form attached hereto as Annex V, which Common Stock certificate is registered shall be deemed to satisfy all requirements be a stockholder of record on the Conversion Date; provided, however, that no surrender of a Note on any date when the stock transfer books of the Statement Issuer shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Rights (a "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 Notice"). As set forth Price in Section 7(c)(3) effect on the Conversion Date as if the stock transfer books of the Statement Issuer had not been closed. Upon conversion of Rightsa Note, such person shall 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. Notes so surrendered for conversion (in whole or in part) during the period from the close of business on any regular record date to the opening of business on the next succeeding interest payment date shall also be accompanied by payment in funds acceptable to the Issuer of an amount equal to the interest payable on such interest payment date on the principal amount of such Note then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Note, 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 Payment 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 Notes, the number of Common Shares Holder will not be required to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of the conversion price or other information set forth in the applicable Conversion Notice, the Company shall have the right immediately to notify the converting holder of pay such error (with a copy of such notice given funds to the Transfer Agent by facsimile)Issuer at the time the Holder surrenders those Notes for conversion. Except as otherwise provided in this Section 13.02, which notice shall state the number of Common Shares in disputeno payment or adjustment will be made for accrued and unpaid interest, andif any, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rightson a converted Note. If the Company shall have notified Issuer defaults in the Transfer Agent payment of any accrued and unpaid interest, if any, payable on such errorinterest payment date, the Company shall, on the date Issuer shall promptly repay such notice is given, submit the dispute funds to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of RightsHolder.

Conversion Procedure. In connection with To convert a Note, a Holder must satisfy the exercise of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder requirements in Section 12 of the Preferred Shares shall complete, sign and furnish to Notes. The date on which the Company, with a copy to Holder satisfies all of those requirements is the Transfer Agent, a Notice of Conversion in conversion date (the form attached hereto as Annex V, which shall be deemed to satisfy all requirements of the Statement of Rights (a "Conversion NoticeCONVERSION DATE"). As set forth 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 5.03 hereof. The Person in Section 7(c)(3) 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 of Notes hereunder shall cease (such Person's rights as a Holder of Transfer Restricted Securities, if any, under the Registration Rights Agreement, however, shall continue so long as such Person holds such Transfer Restricted Securities); provided, however, that no surrender of a Note on any date when the stock transfer books of the Statement Company shall be closed shall be effective to constitute the Person entitled to receive the shares of RightsCommon 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 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 adjustment will be made for accrued and unpaid interest on a converted Note, but if any Holder surrenders a Note 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 conversion, the interest payable on such interest payment date shall be paid to the Holder of such Note on such record date. Any Notes that are, however, delivered to the Company for conversion after any record date but before the next interest payment date must, except as described in the next sentence, be accompanied by a payment equal to the interest payable on such interest payment date on the principal amount of convertible notes being converted. The payment to the Company described in the preceding sentence shall not be required if, during that period between a record date and the next interest payment date, a conversion occurs on or after the date that the Company has issued a redemption notice and prior to the date of redemption stated in such notice. If any Notes are converted after an interest payment date but on or before the next 27 32 record date, no interest will be paid on those Notes. 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 the same time, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number whole shares of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of Stock issuable upon the conversion price or other information set forth in the applicable Conversion Notice, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled be based on the determination total principal amount of Notes converted. Upon surrender of a Note that is converted in part, the Trustee shall authenticate for the Holder a new Note equal in principal amount to the unconverted portion of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of RightsNote surrendered.

Conversion Procedure. In connection with To convert a Security a Holder must satisfy the exercise requirement in paragraph 7 of the Securities. The date on which the Holder satisfies all those requirements is the conversion rights relating to date. As soon as practical after the Preferred Sharesdate on which such requirements are satisfied, the Buyer or Company shall deliver through the Conversion Agent a certificate for the number of full Shares issuable upon the conversion and a check for any subsequent holder fractional share pursuant to Section 10.3. 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 such surrender on any date when the Share transfer books of the Preferred Company 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 completebe 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 Share transfer books are open; such conversion shall be at the conversion price in effect on the date that such Security or Securities shall have been surrendered for conversion, sign as if the Share transfer books of the Company had not been closed. Upon conversion of any Security which is converted in part only, the Company shall execute and furnish the Indenture Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, with a copy new Security or Securities of authorized denominations in principal amount equal to the Transfer Agentunconverted portion of such security. No payment or adjustment will be made for accrued interest on a converted Security. Securities having a conversion date which falls during the period from close of business on a record date preceding an interest payment date to the opening of business on such interest payment date shall (unless any such Securities or the portion thereof being converted shall have been called for redemption on a date after such record date and before such interest payment date) also be accompanied by payment of an amount equal to the interest payable on such interest payment date on the principal amount of such Securities then being converted; provided, however, that no such payment need be made if there shall exist, at the conversion date, a Notice of Conversion default in the form attached hereto as Annex V, which shall be deemed to satisfy all requirements payment of interest on the Statement Securities. Holders of Rights (Securities who convert securities on an interest payment date will receive the interest payable by the Company on such date and need not include payment in the amount of such interest upon surrender of Securities for conversion. If a "Conversion Notice"). As set forth in Section 7(c)(3) of Holder converts more than one Security at the Statement of Rightssame time, the number of Common Shares to full shares issuable upon the conversion shall be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively based on the number of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue total principal amount of the conversion price or other information set forth Securities converted. Upon surrender of a Security that is converted in the applicable Conversion Noticepart, the Company Indenture Trustee shall have authenticate for the right immediately to notify the converting holder of such error (with Holder a copy of such notice given new security equal in principal amount to the Transfer Agent by facsimile), which notice shall state unconverted portion of the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of RightsSecurity surrendered. If the Company shall have notified the Transfer last day on which a Security may be converted is a Legal Holiday as defined in Section 10.7 in a place where a Conversion Agent of any such erroris located, the Company shall, Security may be surrendered to that Conversion Agent on the date such notice next succeeding day that is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of Rightsnot a Legal Holiday.

Conversion Procedure. In connection with To convert a Note, a holder must satisfy the exercise of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder requirements in paragraph 13 of the Preferred Shares shall complete, sign and furnish to Notes. The date on which the Company, with a copy to holder satisfies all of those requirements is the Transfer Agent, a Notice of Conversion in conversion date (the form attached hereto as Annex V, which shall be deemed to satisfy all requirements of the Statement of Rights (a "Conversion NoticeCONVERSION DATE"). As set forth 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 5.03 hereof. The Person in Section 7(c)(3) 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 shall cease; provided, however, that no surrender of a Note on any date when the stock transfer books of the Statement Company shall be closed shall be effective to constitute the Person entitled to receive the shares of RightsCommon 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 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 adjustment will be made for accrued and unpaid interest or Liquidated Damages, if any, on a converted Note or for dividends or distributions on shares of Common Stock issued upon conversion of a Note, but if any holder surrenders a Note 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 conversion, If a holder converts more than one Note at the same time, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number whole shares of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of Stock issuable upon the conversion price or other information set forth in the applicable Conversion Notice, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled be based on the determination total principal amount of Notes converted. Upon surrender of a Note that is converted in part, the Trustee shall authenticate for the holder a new Note equal in principal amount to the unconverted portion of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of RightsNote surrendered.

Conversion Procedure. In connection with To convert a Security, a holder must satisfy the exercise of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder requirements in paragraph 10 of the Preferred Shares shall complete, sign and furnish to Securities. The date on which the Company, with a copy to holder satisfies all of those requirements is the Transfer Agent, a Notice of Conversion in conversion date (the form attached hereto as Annex V, which shall be deemed to satisfy all requirements of the Statement of Rights (a "Conversion NoticeDate"). As set forth promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Trustee a certificate or certificates for the number of whole shares of Common Stock issuable upon the conversion and a check or other payment for any fractional share in an amount determined pursuant to Section 7(c)(3) 5.03. Such certificate or certificates will be sent by the Trustee to the Conversion Agent for delivery to the holder. 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 Noteholder with respect to the converted Security shall cease; provided, however, that, except as otherwise provided in this Section 5.02, no surrender of a Security on any date when the stock transfer books of the Statement Company shall be closed shall be effective to constitute the Person entitled to receive the shares of RightsCommon 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 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 or Additional Amounts on a converted Security or for dividends or distributions on, or Additional Amounts, if any, attributable to, shares of Common Stock issued upon conversion of a Security, except that, if any holder surrenders a Security for conversion after the close of business on any 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 conversion, accrued and unpaid interest and Additional Amounts, if applicable, payable on such Security on such interest payment date shall be paid on such interest payment date to the person who was the holder of such Security (or one or more predecessor Securities) at the close of business on such record date. In the case of any Security surrendered for conversion after the close of business on a 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, unless such Security has been called for redemption on a redemption date or is to be repurchased on a Designated Event Payment Date after such record date and prior to such interest payment date, such Security, when surrendered for conversion, must be accompanied by payment in an amount equal to the interest and Additional Amounts, if any, payable on such interest payment date on the principal amount of such Security so converted. Holders of Common Stock issued upon conversion will not be entitled to receive any dividends payable to holders of Common Stock as of any record time before the close of business on the Conversion Date. If a holder converts more than one Security at the same time, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number whole shares of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of Stock issuable upon the conversion price or other information set forth in the applicable Conversion Notice, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled be based on the determination total principal amount of Securities converted. Upon surrender of a Security that is converted in part, the Trustee shall authenticate for the holder a new Security equal in principal amount to the unconverted portion of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of RightsSecurity surrendered.

Conversion Procedure. In connection To convert a Security, a Holder must (i) if such Security is represented by the Global Note, surrender the Security to the Conversion Agent by book entry delivery (through the facilities of DTC), or (ii) if such Security is represented by a Definitive Registered Note, deliver such Security at the office of the Conversion Agent; in either of cases (i) or (ii) above, accompanied by a duly signed and completed notice of conversion, appropriate endorsements and transfer documents if required by the Conversion Agent. Book entry delivery of a Security to the Conversion Agent may be made by any financial institution that is a participant in such book entry facility; conversion through such book entry facility's book entry conversion program is available for any security that is held in an account maintained at such book entry facility by any such participant. The "Conversion Date" shall be the date on which the Security and all of the items required for conversion shall have been delivered and the requirements for conversion have been met. The Company shall deliver to the Holder no later than the seventh Business Day following the Conversion Date a certificate for the number of full Ordinary Shares issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 10.04. 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 Ordinary Shares upon such conversion as the record holder or holders of such Ordinary Shares on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such Ordinary 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 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 the exercise provisions hereof and the regulations of the applicable book entry facility. Upon conversion rights relating of a Security, the Company shall on the Conversion Date redeem any Security delivered for conversion at the Redemption Price and the Company shall pay such redemption monies into an account in the name of the Trustee (on behalf of the relevant Holder). When the redemption monies are paid into such an account in the name of the Trustee, the Trustee shall, on behalf of the relevant Holder, immediately transfer such redemption monies to the Preferred Shares, Company in exchange for the Buyer or any subsequent holder of the Preferred Ordinary Shares shall complete, sign and furnish deliverable upon conversion to the Company, with a copy to the Transfer Agent, a Notice of Conversion in the form attached hereto as Annex V, which relevant Holder. Such Holder shall be deemed to satisfy all requirements of have consented to such transfer. If the Statement of Rights (a "Conversion Notice"). As set forth in Section 7(c)(3) of Holder converts more than one Security at the Statement of Rightssame time, the number of Common Ordinary Shares to issuable upon the conversion shall be issued computed based on the total Principal Amount of the Securities converted. If a Holder has submitted its Securities for repurchase in connection with a particular conversion Repurchase Date, or upon a Fundamental Change or Delisting Event, it may convert its Securities only if it withdraws its Repurchase Notice, Fundamental Change Repurchase Notice or Delisting Put Notice, as the case may be, prior to the Repurchase Date, Fundamental Change Repurchase Date or Delisting Put Surrender Date, as the case may be, and one of Preferred Shares isthe conditions set forth in clauses (a), absent manifest error(b), conclusively the number (c) or (d) of Common Shares stated in the applicable Conversion NoticeSection 10.02 is applicable. If the Securities are subject to repurchase in connection with a particular Repurchase Date, or following a Fundamental Change or Delisting Event, conversion rights with respect to the Securities subject to repurchase will expire at Close of Preferred Shares Business on the Company determines Business Day immediately preceding the Repurchase Date, Fundamental Change Repurchase Date or Delisting Put Date, as the case may be. Upon surrender of a Security that manifest error has been made by virtue of the conversion price or other information set forth is converted in the applicable Conversion Noticepart, the Company shall have execute, and the right immediately to notify the converting holder of such error (with a copy of such notice given Trustee shall authenticate and deliver to the Transfer Agent by facsimile)Holder, which notice shall state a new Security in an authorized denomination equal in Principal Amount to the number unconverted portion of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of RightsSecurity surrendered. If the Company shall have notified the Transfer last day on which a Security may be converted is a Legal Holiday (as defined below) in a place where any Conversion Agent of any such erroris located, the Company shall, Security may be surrendered to such Conversion Agent on the date such notice next succeeding day that is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditorsnot a Legal Holiday. Immediately after receipt of timely notice of the Auditors' determinationUpon conversion, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination satisfy all of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided its obligations (in the Statement aggregate, the "Conversion Obligation") by delivering to converting Holders (1) Ordinary Shares, (2) cash, or (3) a combination of Rights.cash and Ordinary Shares, as follows:

Conversion Procedure. In connection with To convert a Note, a holder must satisfy the exercise of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder requirements in paragraph 10 of the Preferred Shares shall complete, sign and furnish to Notes. The date on which the Company, with a copy to holder satisfies all of those requirements is the Transfer Agent, a Notice of Conversion in conversion date (the form attached hereto as Annex V, which shall be deemed to satisfy all requirements of the Statement of Rights (a "Conversion NoticeDate"). As set forth in Section 7(c)(3) of promptly as practicable on or after the Statement of Rights, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of the conversion price or other information set forth in the applicable Conversion NoticeDate, the Company shall issue and deliver to the Trustee a certificate or certificates for the number of whole shares of Common Stock issuable upon the conversion and a check or other payment for any fractional share in an amount determined pursuant to Section 5.3. Such certificate or certificates will be sent by the Trustee to the Conversion Agent for delivery to the holder. 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 Noteholder with respect to the converted Note shall cease; provided, however, that, except as otherwise provided in this Section 5.2, no surrender of a Note on any date when the stock transfer books of the 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 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 right immediately 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 Note or for dividends or distributions on, attributable to, shares of Common Stock issued upon conversion of a Note, except that, if any holder surrenders a Note for conversion after the close of business on any record date for the payment of an installment of interest and prior to notify the converting opening of business on the next succeeding interest payment date, then, notwithstanding such conversion, accrued and unpaid interest payable on such Note on such interest payment date shall be paid on such interest payment date to the Person who was the holder of such error Note (with or one or more predecessor Notes) at the close of business on such record date. In the case of any Note surrendered for conversion after the close of business on a copy record date for the payment of such notice given an installment of interest and prior to the Transfer Agent by facsimile), which notice shall state the number opening of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, business on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of Rights.next

Conversion Procedure. In connection with To convert a Security a Holder must satisfy the exercise requirements in paragraph 9 of the Securities. The date on which the Holder satisfies all those requirements is the conversion rights relating date (the "Conversion Date"). As soon as practicable after the Conversion Date, the Company shall deliver to the Preferred SharesHolder, through the Buyer or any subsequent holder of the Preferred Shares shall complete, sign and furnish to the Company, with a copy to the Transfer Conversion Agent, a Notice 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 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 Class A Common Stock upon such conversion 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 Rate in effect on the form attached hereto date that such Security shall have been surrendered for conversion, as Annex Vif the stock transfer books of the Company had not been closed. Upon conversion of a Security, which 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 Class A Common Stock except as provided in this Article 11. On conversion of a Security, that portion of accrued Original Issue Discount attributable to the period from the Issue Date of the Security to the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to satisfy all requirements be paid in full to the Holder thereof through delivery of the Statement Class A Common Stock (together with the cash payment, if any, in lieu of Rights (a "Conversion Notice")fractional shares) in exchange for the Security being converted pursuant to the provisions hereof. As set forth in Section 7(c)(3) of If the Statement of RightsHolder converts more than one Security at the same time, the number of shares of Class A Common Shares to Stock issuable upon the conversion shall be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively based on the number of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue total Principal Amount of the conversion price or other information set forth Securities converted. Upon surrender of a Security that is converted in the applicable Conversion Noticepart, the Company shall have execute, and the right immediately to notify the converting holder of such error (with a copy of such notice given Trustee shall authenticate and deliver to the Transfer Agent by facsimile)Holder, which notice shall state a new Security in an authorized denomination equal in Principal Amount to the number unconverted portion of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of RightsSecurity surrendered. If the Company shall have notified the Transfer last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent of any such erroris located, the Company shall, Security may be surrendered to that Conversion Agent on the date such notice next succeeding day that is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of Rightsnot a Legal Holiday.

Conversion Procedure. In connection with To convert a Note a Holder must satisfy the exercise of requirements set forth in the Notes. The date on which the Holder satisfies all those requirements is the conversion rights relating date (the "Conversion Date"). As soon as practicable after the Conversion Date, the Company shall deliver to the Preferred SharesHolder, through the Buyer or any subsequent holder of the Preferred Shares shall complete, sign and furnish to the Company, with a copy to the Transfer Conversion Agent, a Notice certificate 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 503 of this Supplemental Indenture. Prior to the Conversion Date, a Holder of a Note shall have no rights as a shareholder with respect to the shares of Common Stock into which such Note is convertible. The Person in whose name the form attached hereto certificate is registered shall be treated as Annex Va shareholder of record on and after the Conversion Date; provided, however, that no surrender of a Note 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 Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Note, such Person shall no longer be a Holder of such Note and such Note 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 Note or Common Stock except as provided in this Article V. On conversion of a Note, that portion of accrued Original Issue Discount (or interest, if the Notes have been converted into semi-annual cash pay notes pursuant to Section 401 of this Supplemental Indenture) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 401 of this Supplemental Indenture, the later of (x) the date of such exercise and (y) the date on which interest was last paid) of the Note through the Conversion Date with respect to the converted Note shall not be cancelled, extinguished or forfeited, but rather shall be deemed to satisfy all requirements be paid in full to the Holder thereof through delivery of the Statement Common Stock (together with the cash payment, if any, in lieu of Rights (a "Conversion Notice"). As set forth fractional shares) in Section 7(c)(3) exchange for the Note being converted pursuant to the provisions hereof; and the fair market value of the Statement of Rights, the number such shares of Common Shares to be issued in connection Stock (together with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of the conversion price or other information set forth in the applicable Conversion Notice, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm cash payment in lieu of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of Rights.fractional

Conversion Procedure. In connection To convert a 2020 Debenture, a Holder must (a) complete and manually sign the conversion notice on the back of the 2020 Debenture and deliver such notice to a Conversion Agent, (b) surrender the 2020 Debenture to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by the Security 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 fractional shares pursuant to Section 11.03. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such 2020 Debentures may be surrendered for conversion in accordance with the exercise applicable procedures of the Depositary 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 2020 Debenture 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 rights relating 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, HOWEVER, that such conversion shall be at the Conversion Rate in effect on the date that such 2020 Debenture shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a 2020 Debenture, such Person shall no longer be a Holder of such 2020 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 XI. On conversion of a 2020 Debenture, that portion of accrued Original Issue Discount (and interest, if the Company has exercised its option provided for in Section 14.01) attributable to the Preferred Sharesperiod from the Issue Date (or, in the case of interest, if the Company has exercised the option provided for in Section 14.01, the Buyer or any subsequent holder later of (x) the date of such exercise and (y) the date on which interest was last paid) of the Preferred Shares 2020 Debenture through the Conversion Date with respect to the converted 2020 Debenture shall completenot be cancelled, sign 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 2020 Debenture being converted pursuant to the provisions hereof; and furnish 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 (and interest, if the Company has exercised its option provided for in Section 14.01) accrued through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the 2020 Debenture being converted pursuant to the provisions hereof. If a Holder converts more than one 2020 Debenture at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the aggregate Principal Amount of 2020 Debentures converted. Upon surrender of a 2020 Debenture that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new 2020 Debenture equal in Principal Amount to the Principal Amount of the unconverted portion of the 2020 Debenture surrendered. Where the Company has exercised its option under Section 14.01, 2020 Debentures or portions thereof surrendered for conversion during the period from the close of business on any Regular Record Date immediately preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (unless such 2020 Debentures or portions thereof 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, with a copy of an amount equal to the Transfer Agent, a Notice of Conversion in the form attached hereto as Annex V, which shall be deemed to satisfy all requirements of the Statement of Rights (a "Conversion Notice"). As set forth in Section 7(c)(3) of the Statement of Rights, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of the conversion price or other information set forth in the applicable Conversion Notice, the Company shall have the right immediately to notify the converting holder of interest payable on such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, Interest Payment Date on the date such notice is given, submit the dispute to Deloitte & Touche LLP principal amount of 2020 Debentures or another firm of independent public accountants of recognized national standing (the "Auditors") portions thereof being surrendered for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of Rightsconversion.

Conversion Procedure. In connection with To convert a Security, a holder must satisfy the exercise of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder requirements in paragraph 11 of the Preferred Shares shall complete, sign and furnish to Securities. The date on which the Company, with a copy to holder satisfies all of those requirements is the Transfer Agent, a Notice of Conversion in conversion date (the form attached hereto as Annex V, which shall be deemed to satisfy all requirements of the Statement of Rights (a "Conversion NoticeDate"). In the case of an automatic conversion pursuant to the terms of Section 5.01(b), the Conversion Date shall be the date the Trustee receives the appropriate notice from the Company. As set forth promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Trustee a certificate or certificates for the number of whole shares of Common Stock issuable upon the conversion and a check or other payment for any fractional share in an amount determined pursuant to Section 7(c)(3) 5.03. Such certificate or certificates will be sent by the Trustee to the Conversion Agent for delivery to the holder. 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 Noteholder with respect to the converted Security shall cease; provided, however, that, except as otherwise provided in this Section 5.02, no surrender of a Security on any date when the stock transfer books of the Statement Company shall be closed shall be effective to constitute the Person entitled to receive the shares of RightsCommon 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 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. In the case of an automatic conversion pursuant to Section 5.01(b), no holder of a Security shall be entitled to receive a certificate representing shares of Common Stock, and the Conversion Agent shall not deliver any such certificate to the holder of any Security so converted, until (i) the Security, if such Security is a Definitive Security is surrendered to the Trustee for cancelation or (ii) the Security, if such Security is a Global Security, is surrendered for cancelation in accordance with the procedures of the Depositary. No payment or adjustment will be made for accrued and unpaid interest or Liquidated Damages on a converted Security or for dividends or distributions on, or Liquidated Damages, if any, attributable to, shares of Common Stock issued upon conversion of a Security, except that, if any holder surrenders a Security for conversion after the close of business on any 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 conversion, accrued and unpaid interest and Liquidated Damages, if applicable, payable on such Security on such interest payment date shall be paid on such interest payment date to the person who was the holder of such Security (or one or more predecessor Securities) at the close of business on such record date. In the case of any Security surrendered for conversion after the close of business on a 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, unless such Security has been called for redemption on a redemption date or is to be repurchased on a Designated Event Payment Date or Special Redemption Date or is converted pursuant to Section 5.02(b) after such record date and prior to such interest payment date, such Security, when surrendered for conversion, must be accompanied by payment in an amount equal to the interest and Liquidated Damages, if applicable, payable on such interest payment date on the principal amount of such Security so converted. Holders of Common Stock issued upon conversion will not be entitled to receive any dividends payable to holders of Common Stock as of any record time before the close of business on the Conversion Date. If a holder converts more than one Security at the same time, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number whole shares of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of Stock issuable upon the conversion price or other information set forth in the applicable Conversion Notice, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled be based on the determination total principal amount of Securities converted. Upon surrender of a Security that is converted in part, the Trustee shall authenticate for the holder a new Security equal in principal amount to the unconverted portion of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of RightsSecurity surrendered.

Conversion Procedure. In connection with To convert a Security, a holder must satisfy the exercise of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder requirements in paragraph 10 of the Preferred Shares shall complete, sign and furnish to Securities. The date on which the Company, with a copy to holder satisfies all of those requirements is the Transfer Agent, a Notice of Conversion in conversion date (the form attached hereto as Annex V, which shall be deemed to satisfy all requirements of the Statement of Rights (a "Conversion NoticeDate"). 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 5.3. Such certificate shall bear any legends set forth on the converted Security, unless and to the extent the restrictions contained in Section 7(c)(3) such legends no longer apply to such Common Stock. 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 Noteholder shall cease; provided, however, that no surrender of a Security on any date when the stock transfer books of the Statement Company shall be closed shall be effective to constitute the person entitled to receive the shares of RightsCommon 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 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 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 conversion, the interest 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 payment in funds acceptable to the Company of an amount equal to the interest (but in no circumstance shall this requirement to pay interest upon conversion result in any holder being required to pay Additional Interest or Additional Voluntary Conversion Interest) payable on such interest payment date on the portion so converted unless the Security has been called for redemption by the Company and a notice of redemption has been mailed to the holders. If a holder converts more than one Security at the same time, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number whole shares of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of Stock issuable upon the conversion price or other information set forth in the applicable Conversion Notice, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled be based on the determination total principal amount of Securities converted. Upon surrender of a Security that is converted in part, the Trustee shall authenticate for the holder a new Security equal in principal amount to the unconverted portion of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of RightsSecurity surrendered.

Conversion Procedure. In connection with To convert a Security a Holder --------------------- must satisfy the exercise of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder requirements in para graph 9 of the Preferred Shares shall complete, sign and furnish to Securities. The date on which the Company, with a copy to Holder satisfies all those requirements is the Transfer Agent, a Notice of Conversion in conversion date (the form attached hereto as Annex V, which shall be deemed to satisfy all requirements of the Statement of Rights (a "Conversion NoticeDate"). As set forth in Section 7(c)(3) of Within two Business Days following the Statement of Rights, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of the conversion price or other information set forth in the applicable Conversion NoticeDate, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given deliver to the Transfer Agent by facsimile)Holder, which through the Conversion Agent, written notice of whether such Security shall state the number be converted into shares of Common Shares Stock or paid in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rightscash. If the Company shall have notified the Transfer Agent of any Holder that such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and Security shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determinationbe converted into shares Common Stock, the Company shall instruct the Transfer Agent to issue deliver to the converting Holder no later than the seventh Business Day following the Conversion Date a certificate 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 13.03. Except as provided in Section 13.01, if the Company shall have notified the Holder that 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 on the fifth Business Day following such Conversion Date. Except as provided in Section 13.01, 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. 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 stork 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 any additional or holders of such shares of Common Shares 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 holder is entitled 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 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 such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. Notwith standing 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 determination total Principal Amount of the AuditorsSecurities converted. Upon surrender of a Security that is convened in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in Principal Amount to the unconverted portion of the Security surrendered. If the Auditors shall fail 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 notify the Transfer such Conversion Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure next succeeding day that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of Rightsis not a Legal Holiday.

Conversion Procedure. In connection with To convert the exercise of conversion rights relating to the Preferred SharesNote, the Buyer or any subsequent holder Holder must (1) complete and sign a notice of the Preferred Shares shall complete, sign and furnish election to the Company, with a copy to the Transfer Agent, a Notice of Conversion convert substantially in the form attached hereto as Annex V(or complete and manually sign a facsimile thereof) and deliver such notice to Company, (2) surrender the Note to Company, (3) furnish appropriate endorsements or transfer documents if required by Company and (4) pay any transfer or similar tax, if required by Company in accordance with Section 9.4 hereof. The date on which shall be deemed to satisfy the Holder satisfies all of those requirements of is the Statement of Rights conversion date (a the "Conversion NoticeDate"). As set forth in Section 7(c)(3) of promptly as practicable on or after the Statement of RightsConversion Date, Company shall issue and deliver to the Holder a certificate or certificates for the number of Common Shares whole shares of Class A common stock issuable upon the conversion and a check or other payment for any fractional share in an amount determined pursuant to Section 9.3. 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 of a Note with respect to the converted Note shall cease and such converted Note shall no longer be deemed outstanding; provided, however, that, except as otherwise provided in this Section 9.2, no surrender of a Note on any date when the stock transfer books of Company shall be closed shall be effective to constitute the Person entitled to receive the shares of Class A common stock upon such conversion as the stockholder of record of such shares of Class A common stock on such date, but such surrender shall be effective to constitute the Person entitled to receive such shares of Class A common stock as the stockholder of record thereof for 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 Company had not been closed. No payment or adjustment will be made for accrued and unpaid interest on a converted Note or for dividends or distributions on shares of Class A common stock issued in connection with a particular upon conversion of Preferred Shares isa Note, absent manifest errorexcept that, conclusively if the number Holder surrenders the Note for conversion after the close of Common Shares stated in business on any record date for the applicable Conversion Notice. If in connection with a particular conversion payment of Preferred Shares the Company determines that manifest error has been made by virtue an installment of the conversion price or other information set forth in the applicable Conversion Notice, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given interest and prior to the Transfer Agent by facsimile)opening of business on the next succeeding interest payment date, which notice shall state the number of Common Shares in dispute, andthen, notwithstanding such notice from conversion, accrued and unpaid interest payable on the CompanyNote on such interest payment date shall be paid on such interest payment date to the person who was the holder of the Note (or one or more predecessor Notes) at the close of business on such record date. Holders of Class A common stock issued upon conversion will not be entitled to receive any dividends payable to holders of Class A common stock as of any record time before the close of business on the Conversion Date. Upon surrender of a Note that is converted in part, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares Holder a new Note equal in principal amount to which such holder is entitled based on the determination unconverted portion of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of RightsNote surrendered.

Conversion Procedure. In To convert a Note, a Holder must satisfy the requirements set forth under the caption “Conversion” in the Note. The date on which the Holder satisfies all of those requirements is the “Conversion Date.” The Company shall deliver the Conversion Proceeds to the Holder through a Conversion Agent on the third Trading Day following the final VWAP Trading Day of the Conversion Period; provided, that if the Holder converts in connection with a Reorganization Event, the exercise of conversion rights relating Company will deliver the Conversion Proceeds to the Preferred SharesHolder through a Conversion Agent on the later to occur of (i) the third Trading Day immediately following the Effective Date of such event and (ii) the third Trading Day immediately following the last Trading Day of the Conversion Period; provided, further, that if the Reference Property consists entirely of cash or property other than publicly traded securities, the Buyer or any subsequent holder Company will deliver the Conversion Proceeds to the Holders through a Conversion Agent no later than the third Business Day after the determination of the Preferred Shares value of the Conversion Proceeds, if such date occurs after the third Trading Day immediately following the Effective Date of such event. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Notes may be surrendered for conversion in accordance with the applicable procedures of the Depositary as in effect from time to time. The Person in whose name any shares of Common Stock are registered shall completebe deemed to be a shareholder of record on the Conversion Date; provided, sign however, that no surrender of a Note 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 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. Upon conversion of a Note, 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 shares of Common Stock except as provided in this Article Twelve. On conversion of a Note, accrued interest with respect to the converted Note 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 Conversion Proceeds in exchange for the Note being converted pursuant to the provisions hereof. Upon surrender of a Note that is converted in part, the Company shall execute, and furnish the Trustee shall authenticate and deliver to the Holder, a new Note equal in Principal Amount to the Principal Amount of the unconverted portion of the Note surrendered. Notes or portions thereof surrendered for conversion after the close of business on any Regular Record Date immediately preceding any Interest Payment Date and prior to the opening of business on such Interest Payment Date shall (unless such Notes or portions thereof 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, with a copy of an amount equal to the Transfer Agentinterest payable on such Interest Payment Date on the Principal Amount of Notes or portions thereof being surrendered for conversion, a Notice of Conversion in the form attached hereto as Annex V, which and such interest payable on such Interest Payment Date shall be deemed payable to satisfy all requirements the registered Holder notwithstanding the conversion of such Note; provided, however, that no such payment need be made (1) if the Company has specified a Fundamental Change Purchase Date following a Fundamental Change that is after the Regular Record Date and on or prior to the next succeeding Interest Payment Date, (2) only to the extent of overdue interest, if any overdue interest exists at the date of conversion with respect to a Note, (3) if the Note is surrendered for conversion after the Regular Record Date immediately preceding the Stated Maturity of the Statement of Rights Note, or (a "Conversion Notice"). As set forth in Section 7(c)(34) of if the Statement of Rights, the number of Common Shares to be issued Note is surrendered in connection with a particular conversion of Preferred Shares iscall for redemption with a Redemption Date that is after the Regular Record Date and on or prior to the next succeeding Interest Payment Date. No other payments or adjustments for interest, absent manifest error, conclusively the number or any dividends with respect to any shares of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been Stock, will be made by virtue of the conversion price or other information set forth in the applicable Conversion Notice, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of Rightsupon conversion.

Conversion Procedure. In connection with To convert a Security, a Holder must satisfy the exercise requirements in paragraph 9 of the Securities. The date on which the Holder of Securities satisfies all those requirements is the conversion rights relating date (the "Conversion Date"). As soon as practicable after the Conversion Date the Company shall deliver to the Preferred SharesHolder, through the Buyer or any subsequent holder of the Preferred Shares shall complete, sign and furnish to the Company, with a copy to the Transfer Conversion Agent, a Notice certificate 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 1403. 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 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 form attached hereto date that such Security shall have been surrendered for conversion, as Annex Vif the stock transfer books of the Company had not been closed. Upon conversion of a Security, which 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 this Article Fourteen. On conversion of a Security, that portion of accrued Original Issue Discount attributable to the period from the Issue Date of the Security to the Conversion Date with respect to the converted Security shall not be canceled, extinguished or forfeited, but rather shall be deemed to satisfy all requirements be paid in full to the Holder thereof through delivery of the Statement Common Stock (together with the Cash payment, if any, in lieu of Rights (fractional shares) in exchange for the Security being converted pursuant to the provisions hereof. If a "Conversion Notice"). As set forth in Section 7(c)(3) of Holder converts more than one Security at the Statement of Rightssame time, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number shares of Common Shares stated in Stock issuable upon the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares shall be based on the Company determines that manifest error has been made by virtue total Principal Amount of the conversion price or other information set forth Securities converted. Upon surrender of a Security that is converted in the applicable Conversion Noticepart, the Company shall have execute, and the right immediately to notify the converting holder of such error (with a copy of such notice given Trustee shall authenticate and deliver to the Transfer Agent by facsimile)Holder, which notice shall state a new Security in an authorized denomination equal in Principal Amount to the number unconverted portion of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of RightsSecurity surrendered. If the Company shall have notified the Transfer last day on which a Security may be converted is not a Business Day in a place where a Conversion Agent of any such erroris located, the Company shall, Security may be surrendered to that Conversion Agent on the date such notice next succeeding day that it is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one a Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of RightsDay.

Conversion Procedure. In connection To convert a Security, a Holder must (a) complete and manually sign the conversion notice 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, Parent 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 fractional shares pursuant to Section 5.03. 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 exercise of conversion rights relating Applicable Procedures as in effect from time to time. The person in whose name the Preferred Shares, the Buyer or any subsequent holder of the Preferred Shares shall complete, sign and furnish to the Company, with a copy to the Transfer Agent, a Notice of Conversion in the form attached hereto as Annex V, which Common Stock certificate is registered shall be deemed to satisfy 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 Parent 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 requirements purposes at the close of business on the Statement 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 Conversion Date as if the stock transfer books of Rights Parent 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 to the opening of business on the next succeeding interest payment date (excluding Securities or portions thereof which are either (i) called for redemption or (ii) subject to purchase following a "Conversion Notice")Change in Control, in either case, on a 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 interest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds equal to the interest payable on such 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 Company. As set forth Except as otherwise provided in this Section 7(c)(3) 5.02, no payment or adjustment will be made for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Statement Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of Rightsa Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number shares of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of Stock issuable upon the conversion price or other information set forth shall be based on the aggregate principal amount of Securities converted. Upon surrender of a Security that is converted in the applicable Conversion Noticepart, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agentexecute, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted Trustee shall authenticate and deliver to the Auditors. Immediately after receipt of timely notice Holder, a new Security equal in principal amount to the unconverted portion of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of RightsSecurity surrendered.

Conversion Procedure. In connection with To convert a Note a Holder must satisfy the exercise of conversion rights relating to applicable requirements under the Preferred Shares, the Buyer or any subsequent holder heading "Conversion" of the Preferred Shares shall complete, sign and furnish Notes for such Note to be convertible. The date on which the Company, with a copy to Holder satisfies all those requirements is the Transfer Agent, a Notice of Conversion in Date (the form attached hereto as Annex V, which shall be deemed to satisfy all requirements of the Statement of Rights (a "Conversion NoticeDate"). As soon as practicable after the Conversion Date (but in no event later than as set forth in the Notes), 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 7(c)(3) 1703. 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 Note on any date when the stock transfer books of the Statement Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of RightsClass A common stock upon such conversion 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 Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Note, 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 Class A common stock except as provided in this Article Seventeen. On conversion of a Note, a Holder will not receive any cash payment of interest representing accrued and unpaid interest, except as described below. Delivery to the holder of the full number of shares of Class A common stock into which the Note is convertible, together with any cash payment of such Holder's fractional shares, will be deemed: (i) to satisfy the Company's obligation to pay the principal amount of the Note; and (ii) to satisfy the Company's obligation to pay accrued and unpaid interest attributable to the period from the date of the most recent interest payment through the Conversion Date. As a result, accrued and unpaid interest is deemed paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the foregoing, accrued and unpaid interest, if any, will be payable upon any conversion of Notes at the option of the Holder made concurrently with or after acceleration of the Notes following an Event of Default described in the Indenture. Holders of Notes surrendered for conversion during the period from the close of business on any regular record date next preceding any interest payment date to the opening of business of such interest payment date will receive the semiannual interest payable on such Notes on the corresponding interest payment date notwithstanding the conversion and such Notes (except Notes called for redemption) upon surrender must be accompanied by funds equal to the amount of semiannual interest payable on the principal amount of Notes so converted. If the Holder converts more than one Note at the same time, the number of Common Shares to shares of Class A common stock issuable upon the conversion shall be issued in connection with a particular conversion based on the total principal amount of Preferred Shares is, absent manifest error, conclusively the number of Common Shares stated in the applicable Conversion NoticeNotes converted. If the last day on which a Note may be converted is a Legal Holiday, the Note may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of a Note that is converted in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of the conversion price or other information set forth in the applicable Conversion Noticepart, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agentexecute, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted Trustee shall authenticate and deliver to the Auditors. Immediately after receipt of timely notice Holder, a new Note in an authorized denomination equal in principal amount to the unconverted portion of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of RightsNote surrendered.

Conversion Procedure. In connection with To convert a Security a Holder must -------------------- satisfy the exercise of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder requirements in paragraph 9 of the Preferred Shares shall complete, sign and furnish to Securities. The date on which the Company, with a copy to Holder satisfies all those requirements is the Transfer Agent, a Notice of Conversion in conversion date (the form attached hereto as Annex V, which shall be deemed to satisfy all requirements of the Statement of Rights (a "Conversion NoticeDate"). As set forth in Section 7(c)(3) of Within two Business Days following the Statement of RightsConversion Date, the number ---------------- Company shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Shares to be issued Stock or paid in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of the conversion price or other information set forth in the applicable Conversion Notice, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rightscash. If the Company shall have notified the Transfer Agent Holder that such Security shall be converted into shares of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determinationCommon Stock, the Company shall instruct the Transfer Agent to issue deliver to the converting Holder no later than the seventh Business Day following the Conversion Date a certificate 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. Except as provided in Section 10.01, if the Company shall have notified the Holder that 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 on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01, 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. 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 any additional or holders of such shares of Common Shares 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 holder is entitled 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. 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 11.01) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 11.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) 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 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 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 determination total Principal Amount of the AuditorsSecurities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in Principal Amount to the unconverted portion of the Security surrendered. If the Auditors shall fail 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 notify the Transfer such Conversion Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure next succeeding day that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of Rightsis not a Legal Holiday.

Conversion Procedure. In connection with To convert a Security a Holder must satisfy the exercise requirements in paragraph 8 of the Securities. The date on which the Holder satisfies all those requirements is the conversion rights relating date (the "Conversion Date"). The Company shall deliver to the Preferred Holder no later than the seventh Business Day following the Conversion Date a certificate for the number of full Dutch Shares or New York Shares, as the Buyer or case may be, issuable upon the conversion and cash in lieu of any subsequent holder 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 Preferred Company shall be closed shall be effective to constitute the person or persons entitled to receive the Common Shares upon such conversion as the record holder or holders of such Common Shares on such date, but such surrender shall completebe effective to constitute the person or persons entitled to receive such Common 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, sign further, that such conversion shall be at the Conversion Rate in effect on 62 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 furnish the regulations of the applicable book entry facility. Upon conversion of a Security, the Company shall on the Conversion Date redeem any Security delivered for conversion at a Redemption Price equal to the Company, with a copy sum of the Issue Price of the Security plus accrued Original Issue Discount from the Issue Date to the Transfer Agent, a Notice of Conversion Date and the Company shall pay such redemption monies into an account in the form attached hereto name of the Trustee (on behalf of the relevant Holder). When the redemption monies are paid into such an account in the name of the Trustee, the Trustee shall, on behalf of the relevant Holder, immediately transfer such redemption monies to the Company in exchange for the Dutch Shares or New York Shares, as Annex Vthe case may be, which deliverable upon conversion to the relevant Holder. Such Holder shall be deemed to satisfy all requirements have consented to such transfer. No payment or adjustment will be made for dividends on any Common Shares 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 of the Statement of Rights (a "Security to the Conversion Notice"). As set forth Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in Section 7(c)(3) full to the Holder thereof through delivery of the Statement Dutch Shares or New York Shares, as the case may be, (together with the cash payment, if any, in lieu of Rightsany fractional Common Shares) in exchange for the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the number of Common Shares to issuable upon the conversion shall be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively computed based on the number of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue total Principal Amount of the conversion price or other information set forth Securities converted. Upon surrender of a Security that is converted in the applicable Conversion Noticepart, the Company shall have execute, and the right immediately to notify the converting holder of such error (with a copy of such notice given Trustee shall authenticate and deliver to the Transfer Agent by facsimile)Holder, which notice shall state a new Security in an authorized denomination equal in Principal Amount to the number unconverted portion of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of RightsSecurity surrendered. If the Company shall have notified the Transfer last day on which a Security may be converted is a Legal Holiday in a place where any Conversion Agent of any such erroris located, the Company shall, Security may be surrendered to such Conversion Agent on the date such notice next succeeding day that is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of Rightsnot a Legal Holiday.

Conversion Procedure. In connection with To convert a Security a Holder must satisfy the exercise of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder of the Preferred Shares shall complete, sign and furnish to the Company, with a copy to the Transfer Agent, a Notice of Conversion in the form attached hereto as Annex V, which shall be deemed to satisfy all requirements of the Statement of Rights (a "Conversion Notice"). As set forth in Section 7(c)(3) of the Statement of Rights, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of the conversion price or other information set forth in the applicable Securities. The date on which the Holder satisfies all those requirements is the conversion date (the "Conversion NoticeDate"). Within two Business Days following the Conversion Date, the Company shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash, unless the Company shall have the right immediately to notify the converting holder of such error (with a copy of delivered such notice given previously pursuant to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of RightsSection 3.03 hereof. If the Company shall have notified the Transfer Agent Holder that all of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm Security shall be converted into shares of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determinationCommon Stock, the Company shall instruct the Transfer Agent to issue deliver to the converting holder Holder through the Conversion Agent no later than the fifth Business Day following the Conversion Date a certificate for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any additional Common Shares fractional share determined pursuant to which such holder is entitled based on the determination of the AuditorsSection 11.03 hereof. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor Except as provided in the Statement proviso in the third paragraph of Rights.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 issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 11.03 hereof. Except as provided in the proviso 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 and such Security shall be cancelled and no longer Outstanding. 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 Issuer has exercised its option provided for in Section 10.01) attributable to the period from the Issue Date (or, if the Issuer 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) 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) and cash, if any, in exchange

Conversion Procedure. In connection with the exercise of conversion rights relating At any time prior to the Preferred Sharespayment of this Note in full, the Buyer holder of this Note may convert all or any subsequent portion of the outstanding principal and/or accrued interest amount of this Note (including any Accreted Principal Amount, PIK Amounts and Default PIK Amounts) into a number of Common Shares (excluding any fractional share) determined by dividing the principal and/or Accreted Principal Amount (including PIK Amounts and Default PIK Amounts) designated by such holder to be converted, by the Conversion Price (as specified in Section 6.2 below) then in effect. For the avoidance of doubt, the holder of the Preferred this Note shall be entitled to receive, upon conversion of this Note, Common Shares shall complete, sign and furnish equal to the Companysum of (x) the principal amount being converted (including any PIK Amounts and Default PIK Amounts) divided by the Conversion Price then in effect (as adjusted for any stock dividends, with a copy to the Transfer Agentstock splits or Organic Change described in Section 6.5 below). Except as otherwise expressly provided herein, a Notice each conversion of Conversion in the form attached hereto as Annex V, which this Note shall be deemed to satisfy all requirements have been effected as of the Statement close of Rights business on the date on which this Note has been surrendered for conversion at the principal office of the Company (a such date, the "Conversion NoticeDate"). As set forth in Section 7(c)(3) At such time as such conversion has been effected, the rights of the Statement holder of Rightsthis Note as such holder to the extent of the conversion shall cease, and the Person or Persons in whose name or names any certificate or certificates for Common Shares are to be issued upon such conversion shall be deemed to have become the holder or holders of record of the Common Shares represented thereby. Notwithstanding anything herein to the contrary, the Company may not issue, upon conversion of this Note, a number of Common Shares which, when aggregated with any Common Shares issued to the Purchaser on or after the date hereof and prior to such Conversion Date in connection with any notes issued by the Company pursuant to (i) the Credit Agreement, (ii) that certain convertible promissory note dated August 3, 2009, 2009 in the principal amount of $3,000,000 and (iii) that certain second amended and restated convertible promissory note dated August 3, 2009 in the principal amount of $7,171,441, would exceed 19.99% of the Company's issued and outstanding Common Shares as of the date of issuance of such Common Shares (such number of shares, the "Issuable Maximum"), if such issuance would be in violation of applicable Nasdaq Marketplace Rules (or any other exchange on which the Common Shares are then listed). As soon as possible after a conversion has been effected (but in any event within five (5) business days of the Conversion Date), the Company shall deliver to the converting holder: a certificate or certificates representing the number of Common Shares to be issued (excluding any fractional share) issuable by reason of such conversion (including any Accreted Principal Amount, PIK Amounts, Default PIK Amounts and Make-Whole Amount) in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively such name or names and such denomination or denominations as the converting holder has specified; such number of Common Shares stated in as shall be determined by dividing (x) the applicable Accreted Principal Amount (plus any PIK Amount and Default PIK Amounts) with respect to the principal amount converted, plus the amount payable under subsection (e) below, by (y) the Conversion Notice. If Price; and a new Note representing any portion of the principal amount which was represented by the Note surrendered to the Company in connection with such conversion but which was not converted or which could not be converted because it would have required the issuance of a particular fractional share of Common Shares; provided, however, that for purposes of this Section 6.1(d), the Company shall only be entitled to deliver Common Shares to the converting holder if such Common Shares would not be in excess of the Issuable Maximum or otherwise cause the converting holder to exceed the Beneficial Ownership Limitation. If any fractional share of Common Shares would, except for the provisions hereof, be deliverable upon conversion of Preferred this Note, the Company, in lieu of delivering such fractional share, shall in the event the conversion is being consummated in connection with repayment in full of the Note, pay in cash an amount equal to the Market Price of such fractional share as of the date of such conversion. The issuance of certificates for Common Shares upon conversion of this Note shall be made without charge to the holder hereof for any issuance tax in respect thereof or other cost incurred by the Company determines in connection with such conversion and the related issuance of Common Shares. Upon conversion of this Note, the Company shall take all such actions as are necessary in order to insure that manifest error has been made by virtue the Common Shares issuable with respect to such conversion shall be validly issued, fully paid and nonassessable. The Company shall not close its books against the transfer of Common Shares issued or issuable upon conversion of this Note in any manner which interferes with the timely conversion of this Note. The Company shall not effect any conversion of this Note, and the holder shall not have the right to convert any portion of this Note, to the extent that after giving effect to the conversion set forth on the applicable Notice of Conversion, the holder (together with such holder's affiliates, and any other person or entity acting as a group together with the holder or any of its affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the holder and its affiliates shall include the number of shares of Common Stock issuable upon conversion price of this Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (A) conversion of the remaining, unconverted principal amount of this Note beneficially owned by the holder or any of its affiliates and (B) exercise or conversion of the unexercised or unconverted portion of any other information securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other Notes) beneficially owned by the holder or any of its affiliates. Except as set forth in the applicable preceding sentence, for purposes of this Section 6.1(h), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 6.1(h) applies, the determination of whether this Note is convertible (in relation to other securities owned by the holder together with any affiliates) and of which principal amount of this Note is convertible shall be in the sole discretion of the holder, and the submission of a Notice of Conversion Noticeshall be deemed to be the holder's determination of whether this Note may be converted (in relation to other securities owned by the holder together with its affiliates) and which principal amount of this Note is convertible, in each case subject to such aggregate percentage limitations. To ensure compliance with this restriction, the holder will be deemed to represent to the Company each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any "group" status as contemplated above shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder. For purposes of this Section 6.1(h), in determining the number of outstanding shares of Common Stock, the holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (A) the Company's most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be; (B) a more recent public announcement by the Company; or (C) a more recent notice by the Company or the Company's transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the holder, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given within two Trading Days confirm orally and in writing to the Transfer Agent by facsimile), which notice shall state holder the number of shares of Common Shares in disputeStock then outstanding. In any case, and, notwithstanding such notice from the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The "Beneficial Ownership Limitation" shall direct the Transfer Agent to issue and deliver be 9.99% of the number of shares of the Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day Stock outstanding immediately after such dispute is submitted giving effect to the Auditors. Immediately after receipt issuance of timely notice shares of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination Stock issuable upon conversion of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt this Note (or other shares of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken Stock issuable upon conversion of other convertible notes issued by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued Purchaser) held by the due date therefor as provided holder. The limitations contained in the Statement this paragraph shall apply to a successor holder of Rightsthis Note.

Conversion Procedure. In connection with the exercise of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder of the Preferred Shares shall complete, sign and furnish to the Company, with To convert a copy to the Transfer AgentNote into Capital Units, a Notice of Conversion in Holder must satisfy the form attached hereto as Annex V, which shall be deemed to satisfy all requirements of the Statement of Rights (a "Conversion Notice"). As set forth in Section 7(c)(34.1 during an Anniversary Conversion Period or an Event Conversion Period, as applicable. The October 1 immediately following an Anniversary Conversion Period during which period the Holder satisfies all those requirements and delivers an irrevocable Conversion Notice together with such Holder’s Notes (and an Additional Member Signature Page, if applicable) for conversion, is the conversion date for such Note (the “Conversion Date”). Immediately prior to the effective time of a Conversion Event giving rise to an Event Conversion Period during which period the Holder satisfies all those requirements and delivers an irrevocable conversion notice together with such Holder’s Notes (and an Additional Member Signature Page, if applicable) for conversion, is the Conversion Date for such Note. The Person in whose name the certificate is registered shall be treated as a Holder of record as of the Statement Close of RightsBusiness on the Conversion Date. Upon conversion of a Note, such Person shall no longer be a Holder of such Note surrendered for conversion. Upon conversion of a Note, that portion of accrued and unpaid interest (including Additional Interest), if any, through the Conversion Date with respect to the converted Note shall not be cancelled, extinguished or forfeited. Holders of Notes on the Close of Business on a regular Record Date will receive payment of interest on the corresponding Interest Payment Date notwithstanding the conversion of such Notes at any time after the Close of Business on such regular Record Date. If the last day on which a Note may be converted is not a Business Day, the Note may be surrendered on the next succeeding Business Day, provided that Holders will only receive payment of interest with respect to the converted Note through the Conversion Date. If the Holder converts more than one Note at the same time, the number of Common Shares to be issued in connection with a particular conversion shares of Preferred Shares is, absent manifest error, conclusively the number of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of Capital Units issuable upon the conversion price or other information set forth in the applicable Conversion Notice, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled be based on the determination total principal amount of the AuditorsNotes converted. If the Auditors The Company shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given deliver to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issueTrustee, within three ten Business Days after receipt of the applicable a copy of a Conversion Notice, an Officers’ Certificate stating the number of Capital Units to be issued to the converting holder any additional Common Shares to which such holder is entitled based the Holder of record as of the Close of Business on the applicable Conversion Notice. Such immediate action shall be taken by Date, and whether the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares Capital Units issuable on such upon conversion be issued by the due date therefor as provided in the Statement of Rightsare Class A Units or Class B Units.

Conversion Procedure. In connection with To convert a Note, a Holder must satisfy the exercise of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder requirements in paragraph 13 of the Preferred Shares shall complete, sign and furnish to Notes. The date on which the Company, with a copy to Holder satisfies all of those requirements is the Transfer Agent, a Notice of Conversion in conversion date (the form attached hereto as Annex V, which shall be deemed to satisfy all requirements of the Statement of Rights (a "Conversion NoticeCONVERSION DATE"). As set forth soon as practicable after the Conversion Date, NTL Incorporated 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 5.03 hereof. The Person in Section 7(c)(3) whose name the certificate is registered shall become the stockholder of record on the Statement Conversion Date and, as of Rightssuch date, such Person's rights as a Holder shall cease; provided, however, that no surrender of a Note on any date when the stock transfer books of NTL Incorporated 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 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 NTL Incorporated had not been closed. No payment or adjustment will be made for accrued and unpaid interest or Liquidated Damages, if any, on a converted Note or for dividends or distributions on shares of Common Stock issued upon conversion of a Note, but if any Holder surrenders a Note 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 conversion, the interest payable on such interest payment date shall be paid to the Holder of such Note on such record date. In such event, such Note, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such interest payment date on the portion so converted. If a Holder converts more than one Note at the same time, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number whole shares of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of Stock issuable upon the conversion price or other information set forth in the applicable Conversion Notice, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled be based on the determination total principal amount of Notes converted. Upon surrender of a Note that is converted in part, the Trustee shall authenticate for the Holder a new Note equal in principal amount to the unconverted portion of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of RightsNote surrendered.

Conversion Procedure. In connection with To convert a Note, a Holder must satisfy the exercise of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder requirements in Section 10 of the Preferred Shares shall complete, sign and furnish to Notes. The date on which the Company, with a copy to Holder satisfies all of those requirements is the Transfer Agent, a Notice of Conversion in conversion date (the form attached hereto as Annex V, which shall be deemed to satisfy all requirements of the Statement of Rights (a "Conversion NoticeDate"). As set forth 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 and a check for any fractional share determined pursuant to Section 2.3(c) hereof. The Person in Section 7(c)(3) 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 shall cease; provided, however, that no surrender of a Note on any date when the stock transfer books of the Statement Company shall be closed shall be effective to constitute the Person entitled to receive the shares of RightsClass A Common Stock upon such conversion as the stockholder of record of such shares of Class A Common Stock on such date, but such surrender shall be effective to constitute the Person entitled to receive such shares of Class A Common Stock as the stockholder of record thereof for 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 on the Notes or dividends on any Class A Common Stock issued upon conversion of the Notes will be made. If any Notes are converted during any period after any Record Date for the payment of an installment of interest but before 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 record on the Record Date 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 must, except as described in the next sentence, be accompanied by a payment equal to the interest payable on such Interest Payment Date on the principal amount of Notes being converted. The payment to the Company described in the preceding sentence shall not be required if, during that period between a Record Date and the next Interest Payment Date, a conversion occurs on or after the date that the Company has issued a redemption notice and 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 the same time, the number of whole shares of Class A Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of Stock issuable upon the conversion price or other information set forth in the applicable Conversion Notice, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled be based on the determination total principal amount of Notes converted. Upon surrender of a Note that is converted in part, the Trustee shall authenticate for the Holder a new Note equal in principal amount to the unconverted portion of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of RightsNote surrendered.

Conversion Procedure. In connection with To convert a Security, a Holder must (i) complete and manually sign the exercise conversion notice on the back of conversion rights relating the Security and deliver such notice to the Preferred SharesConversion 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 Buyer or any subsequent holder of the Preferred Shares Company shall complete, sign and furnish deliver to the CompanyHolder 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 fractional shares pursuant to Section 4.5; provided, with however, that in the event of a copy Principal Value Conversion referred to below in this Section 4.2, the Company shall deliver to the Transfer Agent, a Notice of Holder through the Conversion Agent such cash and/or Common Stock as shall be specified in the form attached hereto as Annex V, which Principal Value Conversion Notice pertaining to such Principal Value Conversion. The person in whose name the certificate is registered shall be deemed to satisfy all requirements 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 Statement Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Rights (a "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 Notice"). As set forth Price in Section 7(c)(3) effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Statement Company had not been closed. Upon conversion of Rightsa 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 Security, 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 conversion, the interest 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 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 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 Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number shares of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of Stock issuable upon the conversion price or other information set forth shall be based on the aggregate principal amount of Securities converted. Upon surrender of a Security that is converted in the applicable Conversion Noticepart, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agentexecute, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted Trustee shall authenticate and deliver to the Auditors. Immediately after receipt of timely notice Holder, a new Security equal in principal amount to the unconverted portion of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of RightsSecurity surrendered.

Conversion Procedure. In connection with To convert a Note, a holder must satisfy the exercise of conversion rights relating to requirements in the Preferred Shares, the Buyer or any subsequent holder paragraphs entitled "Conversion Right" of the Preferred Shares shall complete, sign and furnish to Notes. The date on which the Company, with a copy to holder satisfies all of those requirements is the Transfer Agent, a Notice of Conversion in conversion date (the form attached hereto as Annex V, which shall be deemed to satisfy all requirements of the Statement of Rights (a "Conversion NoticeDate"). As set forth promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the holder a certificate or certificates for the number of whole shares of Class A common stock issuable upon the conversion and a check or other payment for any fractional share in an amount determined pursuant to Section 7(c)(3) 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 date, such Person's rights as a holder of a Note with respect to the converted Note shall cease and such converted Note shall no longer be deemed outstanding; provided, however, that, except as otherwise provided in this Section 15.2, no surrender of a Note on any date when the stock transfer books of the Statement Company shall be closed shall be effective to constitute the Person entitled to receive the shares of RightsClass A common stock upon such conversion as the stockholder of record of such shares of Class A common stock on such date, but such surrender shall be effective to constitute the Person entitled to receive such shares of Class A common stock as the stockholder of record thereof for 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 adjustment will be made for accrued and unpaid interest on a converted Note or for dividends or distributions on shares of Class A common stock issued upon conversion of a Note, except that, if any holder surrenders a Note for conversion after the close of business on any 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 conversion, accrued and unpaid interest payable on such Note on such interest payment date shall be paid on such interest payment date to the person who was the holder of such Note (or one or more predecessor Notes) at the close of business on such record date. Holders of Class A common stock issued upon conversion will not be entitled to receive any dividends payable to holders of Class A common stock as of any record time before the close of business on the Conversion Date. If a holder converts more than one Note at the same time, the number of Common Shares to be issued in connection with a particular conversion whole shares of Preferred Shares is, absent manifest error, conclusively the number of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of Class A common stock issuable upon the conversion price or other information set forth shall be based on the total principal amount of Notes converted. Upon surrender of a Note that is converted in the applicable Conversion Noticepart, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares a new Note equal in principal amount to which such holder is entitled based on the determination unconverted portion of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of RightsNote surrendered.

Conversion Procedure. In connection To convert a 2006 Note, a Holder must (a) complete and manually sign the conversion notice on the back of the 2006 Note and deliver such notice to a Conversion Agent, (b) surrender the 2006 Note 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 fractional shares pursuant to Section 12.03. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such 2006 Notes may be surrendered for conversion in accordance with the exercise of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder applicable procedures of the Preferred Shares shall complete, sign and furnish Depositary as in effect from time to time. The Person in whose name the Company, with a copy to the Transfer Agent, a Notice of Conversion in the form attached hereto as Annex V, which Common Stock certificate is registered shall be deemed to satisfy all requirements be a stockholder of record on the Conversion Date; provided, however, that no surrender of a 2006 Note on any date when the stock transfer books of the Statement Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Rights (a "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 Notice"). As set forth Price in Section 7(c)(3) effect on the Conversion Date as if the stock transfer books of the Statement Company had not been closed. Upon conversion of Rightsa 2006 Note, such Person shall no longer be a Holder of such 2006 Note. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a 2006 Note. 2006 Notes so surrendered for conversion (in whole or in part) during the period from the close of business on any regular record date to the opening of business on the next succeeding interest payment date (excluding 2006 Notes or portions thereof called for redemption or presented for purchase upon a Change in Control on a Redemption Date 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 interest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such interest payment date on the principal amount of such 2006 Note then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such 2006 Note, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this Section 12.02, no payment or adjustment will be made for accrued interest on a converted 2006 Note. 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 2006 Note is registered at the close of business on a record date to receive the interest payable on such 2006 Note on the related interest payment date in accordance with the terms of this Indenture and the 2006 Notes. If a Holder converts more than one 2006 Note at the same time, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number shares of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of Stock issuable upon the conversion price or other information set forth shall be based on the aggregate principal amount of 2006 Notes converted. Upon surrender of a 2006 Note that is converted in the applicable Conversion Noticepart, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agentexecute, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted Trustee shall authenticate and deliver to the Auditors. Immediately after receipt of timely notice Holder, a new 2006 Note equal in principal amount to the unconverted portion of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of Rights2006 Note surrendered.

Conversion Procedure. In connection with To convert a Security a Holder must -------------------- satisfy the exercise of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder requirements in paragraph 9 of the Preferred Shares shall complete, sign and furnish to Securities. The date on which the Company, with a copy to Holder satisfies all those requirements is the Transfer Agent, a Notice of Conversion in conversion date (the form attached hereto as Annex V, which shall be deemed to satisfy all requirements of the Statement of Rights (a "Conversion NoticeDate"). As set forth in Section 7(c)(3) of Within two Business Days following the Statement of Rights, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of the conversion price or other information set forth in the applicable Conversion NoticeDate, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given deliver to the Transfer Agent by facsimile)Holder, which through the Conversion Agent, written notice of whether such Security shall state the number be converted into shares of Series A Common Shares Stock or paid in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rightscash. If the Company shall have notified the Transfer Agent Holder that such Security shall be converted into shares of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determinationSeries A Common Stock, the Company shall instruct the Transfer Agent to issue deliver to the converting Holder no later than the seventh Business Day following the Conversion Date a certificate for the number of full shares of Series A Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 11.03. Except as provided in Section 11.01, if the Company shall have notified the Holder that 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 on the fifth Business Day following such Conversion Date. Except as provided in Section 11.01, 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. 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 Series A Common Stock upon such conversion as the record holder any additional or holders of such shares of Series A Common Shares Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Series 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 holder is entitled 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 XI. 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 12.01) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 12.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) of the Security 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 shares of Series A Common Stock (together with the cash payment, if any, in lieu of fractional shares) or of cash, as the case may be, in exchange for 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 Series A Common Stock issuable upon the conversion shall be computed based on the determination total Principal Amount of the AuditorsSecurities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in Principal Amount to the unconverted portion of the Security surrendered. If the Auditors shall fail 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 notify the Transfer such Conversion Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure next succeeding day that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of Rightsis not a Legal Holiday.

Conversion Procedure. In connection with the exercise of conversion rights relating to the Preferred SharesTo convert a Note, the Buyer or any subsequent holder a Holder must satisfy all of the Preferred Shares shall complete, sign and furnish to the Company, with a copy to the Transfer Agent, a Notice of Conversion requirements in the form attached hereto as Annex V, which shall be deemed to satisfy all requirements paragraph 8 of the Statement of Rights Notes. The first Business Day on which the Holder satisfies all those requirements is the conversion date (a the "Conversion NoticeDate"). As set forth in Section 7(c)(3) soon as practicable after the Conversion Date, the Company shall deliver or cause to be delivered upon the order of the Statement Holder a certificate for the number of Rightswhole Shares of Beneficial Interest issuable upon the conversion and cash in lieu of any fractional share determined pursuant to 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 of a Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person entitled to receive the Shares of Beneficial Interest upon such conversion as the shareholder of record of such Shares of Beneficial Interest on such date, but such surrender shall be effective to constitute the Person entitled to receive such Shares of Beneficial Interest 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 effect on the Conversion Date. No payment or other adjustment shall be made for accrued interest or dividends or distributions on any Shares of Beneficial Interest issued upon conversion of the Notes. If any Notes are converted during any period after the close of business on any 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 must, except as described in the next sentence, be accompanied by funds equal to the interest payable on such Interest Payment Date on the principal amount of Notes being converted. If the Company (i) elects to redeem Notes pursuant to Article 3 hereof or (ii) offers to repurchase Notes upon a Change of 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 the payment of an installment of interest and ending on the close of business on the 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 the Notes or portions thereof for conversion on a date that is not an Interest Payment Date, such Holders shall receive 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, but a cash adjustment will be made for any fractional shares. If a Holder converts more than one Note at the same time, the number of Common whole Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of Beneficial Interest issuable upon the conversion price or other information set forth in the applicable Conversion Notice, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled be based on the determination total principal amount of Notes converted. Upon surrender of a Note that is converted in part, the Trustee shall authenticate for the Holder a new Note equal in principal amount to the unconverted portion of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of RightsNote surrendered.

Conversion Procedure. In connection with To convert a Security, a Holder must satisfy the exercise of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder requirements in paragraph 9 of the Preferred Shares shall complete, sign and furnish to Securities. The date on which the Company, with a copy to Holder satisfies all those requirements is the Transfer Agent, a Notice of Conversion in conversion date (the form attached hereto as Annex V, which shall be deemed to satisfy all requirements of the Statement of Rights (a "Conversion NoticeDate"). As set forth in Section 7(c)(3) The Conversion Agent shall notify the Company of the Statement of Rights, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of the conversion price or other information set forth in the applicable Conversion Notice, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares Date within one Business Day after such dispute is submitted of the Conversion Date. The Company shall deliver to the AuditorsHolder, through the Conversion Agent, no later than the fifth Business Day following the Conversion Date, a certificate 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. Immediately The Person in whose name the certificate representing such shares is registered shall be treated as a stockholder of record on and after receipt the Conversion Date; provided, however, that no surrender of timely notice a Security on any date when the stock transfer books of the Auditors' determination, the Company shall instruct be closed shall be effective to constitute the Transfer Agent person or persons entitled to issue 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 converting person or persons entitled to receive such shares of Common Stock as the record holder any additional Common Shares to or holders thereof for all purposes at the close of business on the next succeeding day on which such holder is entitled based stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the determination date that such Security shall have been surrendered for conversion, as if the stock transfer books of the AuditorsCompany had not been closed. If the Auditors Upon conversion of a Security, such person shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agentno longer be a Holder of such Security. No payment or adjustment will be made for accrued interest or dividends on, then the Company shall instruct the Transfer Agent to issueor other distributions with respect to, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor Stock except as provided in the Statement this Article 10. On conversion of Rights.a Security, that portion of Accrued Original Issue Discount and original issue discount, as imputed for United States federal income tax purposes pursuant to

Conversion Procedure. In connection with the exercise of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder of the Preferred Shares shall complete, sign and furnish to the Company, with To convert a copy to the Transfer AgentNote, a Notice of Conversion Holder must satisfy the requirements in paragraph 9 in the form attached hereto as Annex V, Notes. The date on which shall be deemed to satisfy the Holder satisfies all those requirements of is the Statement of Rights conversion date (a the "Conversion NoticeDate"). As set forth in Section 7(c)(3) The Conversion Agent shall notify the Company of the Statement of Rights, Conversion Date within one Business Day following the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively Conversion Date. Within two Business Days following the number of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of the conversion price or other information set forth in the applicable Conversion NoticeDate, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given deliver to the Transfer Agent by facsimile)Holder, which through the Trustee, written notice of whether such Note shall state the number be converted into shares of Common Shares Stock or paid in disputecash, and, notwithstanding such unless the Company shall have previously delivered a notice from the Company, shall direct the Transfer Agent of redemption pursuant to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of RightsSection 11.03 hereof. If the Company shall have notified the Transfer Agent Holder that all of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm Notes shall be converted into shares of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determinationCommon Stock, the Company shall instruct the Transfer Agent to issue deliver to the converting holder any additional Common Shares to which such holder is entitled based on Holder through the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then as promptly as practicable but in any event no later than the Company shall instruct tenth Business Day following the Transfer Agent Conversion Date 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 issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion NoticeSection 16.03 hereof. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor Except as provided in the Statement last sentence in the third paragraph of RightsSection 16.01 hereof, if the Company shall have notified the Holder that all or a portion of such Note shall be paid in cash, the Company shall deliver to the Holder surrendering such Note the amount of cash payable with respect to such Note 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 (to the extent certificated) and cash in lieu of any fractional share determined pursuant to Section 16.03 hereof. Except as provided in the last sentence in the third paragraph of Section 16.01 hereof, at any time prior to Maturity, the Company may at its option elect by written notice to the Trustee and Holders of the Notes that upon conversion of a Note at any time following the date of such notice, the Company shall be required to deliver cash in an amount at least equal to the accreted principal amount of the Notes converted. If the Company makes this election, it will also be required to deliver cash only in connection with any Principal Value Conversion (as defined in the Note) pursuant to the second paragraph of paragraph 9 of the Note. 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 of the Company on and after the Conversion Date; provided, however, that no surrender of a Note 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 Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Note, 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 Stock except as provided in this Article XVI. On conversion of a Note, that portion of accrued Original Issue Discount or cash interest, if any, including Contingent Cash Interest, if any, attributable to the period from the Issue Date of the Note through but not including the Conversion Date, with respect to the converted Note 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 (or any cash payment in lieu thereof) (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Note being converted pursuant to the provisions hereof (except to the extent that Contingent Cash Interest are required to be paid in cash as provided in paragraph 9 of the Notes); and the Fair Market Value of such shares of Common Stock (or any cash payment in lieu thereof) (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, if any, 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 (or any cash payment in lieu thereof) (and any such cash payment in lieu of fractional shares) shall be treated as issued in exchange for the Issue Price of the Note being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued cash interest, if any, including Contingent Cash Interest, if any, will be payable upon conversion of Notes made concurrently with or after acceleration of Notes following an Event of Default. If the Holder converts more than one Note 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 all of the Notes converted. If the last day on which a Note may be converted is not a Business Day, the Note may be surrendered on the next succeeding day that is a Business Day. A Note surrendered for conversion based on (a) the Common Stock price may be surrendered for conversion on a Conversion Date at any time after March 31, 2004 as more fully described in paragraph 9 of the Notes, (b) the Note 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) the Trading Price may be surrendered for conversion any time prior to Maturity during the five Business Day period after any five consecutive Trading Day Period in which the Trading Price is at certain levels more fully described in paragraph 9 of the Notes, and (d) upon the occurrence of certain corporate transactions more fully described in paragraph 9 of the Notes 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 clauses (a), (b), (c) and (d) above, in no event later than the close of business on January 15, 2034. Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in Principal Amount at Maturity to the unconverted portion of the Note surrendered.

Conversion Procedure. In connection To convert a 2020 Debenture, a Holder must (a) complete and manually sign the conversion notice on the back of the 2020 Debenture and deliver such notice to a Conversion Agent, (b) surrender the 2020 Debenture to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by the Security 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 fractional shares pursuant to Section 1403. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such 2020 Debentures may be surrendered for conversion in accordance with the exercise applicable procedures of the Depositary 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 2020 Debenture 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 rights relating 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 2020 Debenture shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a 2020 Debenture, such Person shall no longer be a Holder of such 2020 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 Fourteen. On conversion of a 2020 Debenture, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 1601) attributable to the Preferred Sharesperiod from the Issue Date (or, if the Company has exercised the option provided for in Section 1601, the Buyer or any subsequent holder later of (x) the date of such exercise and (y) the date on which interest was last paid) of the Preferred Shares 2020 Debenture through the Conversion Date with respect to the converted 2020 Debenture shall completenot be cancelled, sign 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 2020 Debenture being converted pursuant to the provisions hereof; and furnish 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 1601) accrued through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the 2020 Debenture being converted pursuant to the provisions hereof. If a Holder converts more than one 2020 Debenture at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the aggregate Principal Amount of 2020 Debentures converted. Upon surrender of a 2020 Debenture that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new 2020 Debenture equal in Principal Amount to the unconverted portion of the 2020 Debenture surrendered. Where the Company has exercised its option under Section 1601, 2020 Debentures or portions thereof surrendered for conversion during the period from the close of business on any Regular Record Date immediately preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (unless such 2020 Debentures or portions thereof 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, with a copy of an amount equal to the Transfer Agent, a Notice of Conversion in the form attached hereto as Annex V, which shall be deemed to satisfy all requirements of the Statement of Rights (a "Conversion Notice"). As set forth in Section 7(c)(3) of the Statement of Rights, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of the conversion price or other information set forth in the applicable Conversion Notice, the Company shall have the right immediately to notify the converting holder of interest payable on such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, Interest Payment Date on the date such notice is given, submit the dispute to Deloitte & Touche LLP principal amount of 2020 Debentures or another firm of independent public accountants of recognized national standing (the "Auditors") portions thereof being surrendered for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of Rightsconversion.

Conversion Procedure. In connection with To convert a Note, a Holder must satisfy the exercise of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder requirements in paragraph 9 of the Preferred Shares shall complete, sign and furnish to Notes. The date on which the Company, with a copy to Holder satisfies all of those requirements is the Transfer Agent, a Notice of Conversion in conversion date (the form attached hereto as Annex V, which shall be deemed to satisfy all requirements of the Statement of Rights (a "Conversion NoticeCONVERSION DATE"). As set forth 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 Series D Preferred Stock (including fractional shares) issuable upon the conversion. The Person in Section 7(c)(3) 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 shall cease; provided, however, that no surrender of a Note on any date when the stock transfer books of the Statement Company shall be closed shall be effective to constitute the Person entitled to receive the shares of RightsSeries D Preferred Stock upon such conversion as the stockholder of record of such shares of Series D Preferred Stock on such date, but such surrender shall be effective to constitute the Person entitled to receive such shares of Series D Preferred Stock as the stockholder of record thereof for 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. If a Holder converts more than one Note at the same time, the number of Common Shares to be issued in connection with a particular conversion whole shares of Series D Preferred Shares is, absent manifest error, conclusively the number of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of Stock issuable upon the conversion price or other information set forth in the applicable Conversion Notice, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled be based on the determination total Accreted Value of Notes converted. Upon surrender of a Note that is converted in part, the Trustee shall authenticate for the Holder a new Note equal in Accreted Value to the unconverted portion of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of RightsNote surrendered.

Conversion Procedure. In connection with To convert a Note a Holder must satisfy the exercise of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder requirements in paragraph 8 of the Preferred Shares shall complete, sign and furnish to Notes. The date on which the Company, with a copy to Holder satisfies all those requirements is the Transfer Agent, a Notice of Conversion in conversion date (the form attached hereto as Annex V, which shall be deemed to satisfy all requirements of the Statement of Rights (a "Conversion NoticeDate"). As set forth in Section 7(c)(3) of soon as practicable after the Statement of Rights, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of the conversion price or other information set forth in the applicable Conversion NoticeDate, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given deliver to the Transfer Agent by facsimile)Holder, which notice shall state through the Conversion Agent, a certificate for the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number full shares of Common Shares not Stock issuable upon the conversion and cash in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent lieu of any fractional share determined pursuant to Section 7.3; and shall certify to the Conversion Agent and the Trustee the amount of Notes (and related Holder) so converted, and shall certify that such errorconversion has been completed in compliance with the terms hereof. The person in whose name the certificate is registered shall be treated as a stockholder of record of AOL Time Warner on and after the Conversion Date; provided, however, that no surrender of a Note on any date when the Company shallstock transfer books of AOL Time Warner 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 notice is givenNote shall have been surrendered for conversion, submit as if the dispute stock transfer books of AOL Time Warner had not been closed. Upon conversion of a Note, such person shall not longer be a Holder of such Note. Neither the Trustee nor Calculation Agent shall be under any duty or obligation to Deloitte & Touche LLP verify or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify recalculate the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of Rights.'s

Conversion Procedure. In connection with To convert a Note, a Holder must (a) complete and manually sign the exercise conversion notice on the back of conversion rights relating the Note and deliver such notice to the Preferred SharesConversion 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 Buyer 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 fractional shares pursuant to 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 any subsequent holder not such Holder is a Regulated Person as of the Preferred Shares shall complete, sign Conversion Date and furnish to certifying the number of issued and outstanding shares of Common Stock "Beneficially Owned" (as defined in Rule 13d-3 under the Exchange Act) by such Holder as of the Conversion Date. The Company may also rely upon the stock ledger and corporate records of the Company, with a copy . The Trustee shall have no obligation to make any such determination. The person in whose name the Transfer Agent, a Notice of Conversion in the form attached hereto as Annex V, which certificate is registered shall be deemed to satisfy all requirements be a shareholder of record on the Conversion Date; PROVIDED, HOWEVER, that no surrender of a Note on any date when the stock transfer books of the Statement Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Rights (a "Class A Common Stock upon such conversion 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; and PROVIDED, FURTHER, that such conversion shall be at the Conversion Notice"). As set forth Price in Section 7(c)(3) effect on the Conversion Date as if the stock transfer books of the Statement Company had not been closed. Upon conversion of Rightsa Note, such person shall no longer be a Holder of such Note. If any Holder surrenders a Note 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, the Company shall 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 the same time, the number of shares of Class A Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of Stock issuable upon the conversion price or other information set forth shall be based on the aggregate principal amount of Notes converted. Upon surrender of a Note that is converted in the applicable Conversion Noticepart, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agentexecute, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted Trustee shall authenticate and deliver to the Auditors. Immediately after receipt of timely notice Holder, a new Note equal in principal amount to the unconverted portion of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of RightsNote surrendered.

Conversion Procedure. In connection with To convert a Debenture, a Holder must satisfy the exercise requirements in paragraph 8 of the Debentures and (i) complete and manually sign the irrevocable conversion rights relating notice on the back of the Debenture and deliver such notice to the Preferred SharesConversion 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 11.04 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. 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 Buyer Company shall deliver to the Holder through the Conversion Agent either (i) a certificate for or any subsequent holder (ii) a book-entry notation of the Preferred Shares shall complete, sign number of whole shares of Common Stock issuable upon the conversion pursuant to Section 11.05 and furnish to cash in lieu of any fractional shares. The Person in whose name the Company, with a copy to the Transfer Agent, a Notice of Conversion in the form attached hereto as Annex V, which Debenture is registered shall be deemed to satisfy all requirements be a stockholder of record on the Conversion Date; provided, however, that no surrender of a Debenture on any date when the stock transfer books of the Statement Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Rights 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 (subject to the provisions of the next paragraph of this Section 11.02); 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 the stock transfer books of the Company had not been closed. Upon conversion of a "Debenture, such Person shall no longer be a Holder of such Debenture. In respect of any Debenture presented for conversion, the Company may, at its option, in lieu of delivering shares of Common Stock, elect to pay the Holder surrendering such Debenture an amount of cash equal to the average of the last reported sale price for the Common Stock for the five consecutive trading days immediately following (a) the date of delivery of the Company's notice of its election to deliver cash (as described in the next succeeding sentence) if the Company has not given Notice of Redemption, or (b) the Conversion Notice")Date, in the case of a conversion following a Notice of Redemption with respect to such Debenture, specifying that the Company intends to deliver cash upon conversion, in either case multiplied by the number of shares of Common Stock issuable upon conversion of such Debenture on that date. As The Company shall inform Holders of its election to deliver shares of Common Stock or to pay cash in lieu of the delivery of such shares by delivering an irrevocable written notice to the Trustee and the Paying Agent prior to the close of business on the second business day after the Conversion Date, unless it has already informed Holders of its election by delivering an irrevocable notice in connection with its optional redemption of the Debentures as set forth in Section 7(c)(33.01 hereof. If the Company delivers only shares of Common Stock upon conversion, such shares shall be delivered through the Trustee no later than the fifth business day following the Conversion Date. If the Company elects to satisfy all or a portion of its obligation to deliver shares upon conversion in cash, the payment, including any delivery of Common Stock, will be made to Holders surrendering Debentures no latex than the tenth business day following the applicable Conversion Date; provided that if an Event of Default has occurred and is continuing, the Company shall not pay cash upon conversion of any Debentures (other than cash in lieu of fractional shares as set forth below). 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 Statement Common Stock issued upon conversion of Rightssuch Debenture. Except as set forth in the preceding 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 shares of Common Stock issued upon conversion of a Debenture (provided that the shares of Common Stock 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, any accrued but unpaid Additional Amounts with respect to the converted Debentures), but if any Holder surrenders a Debenture for conversion between the record date for the payment of 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 be paid to the Holder of such Debenture on such Interest Payment Date. In such event, such Debenture, 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 or Additional Amounts, if any), payable on such Interest Payment Date on the portion so converted. If such payment does not accompany such Debenture, the Debenture shall not be converted; provided, however, that no such check shall be required if such Debenture 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 Debenture is surrendered for conversion on the 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 shares of Common Stock shall be issued upon conversion of Debentures. If more than one Debenture shall be surrendered for conversion at one time by the same holder, the number of full shares that shall be issuable upon conversion shall be computed on the basis of the aggregate principal amount of the Debentures (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share of Common Shares to Stock would be issued in connection with a particular issuable upon the conversion of Preferred Shares is, absent manifest error, conclusively the number of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of the conversion price any Debenture or other information set forth in the applicable Conversion NoticeDebentures, the Company shall have make a payment in lieu thereof in cash based on the right immediately to notify the converting holder current Market Price of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number share of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, Stock on the date such notice Conversion Date. Upon surrender of a Debenture that is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determinationconverted in part, the Company shall instruct execute, and the Transfer Agent to issue Trustee shall authenticate and deliver to the converting holder any additional Common Shares Holder, a new Debenture equal in principal amount to which such holder is entitled based on the determination unconverted portion of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of RightsDebenture surrendered.

Conversion Procedure. In connection with To convert a Note, a Holder must satisfy the exercise of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder requirements set forth in paragraph 8 of the Preferred Shares shall complete, sign and furnish to Notes. The date on which the Company, with a copy to Holder satisfies all those requirements is the Transfer Agent, a Notice of Conversion in conversion date (the form attached hereto as Annex V, which shall be deemed to satisfy all requirements of the Statement of Rights (a "Conversion NoticeDate"). As set forth in Section 7(c)(3) The Conversion Agent shall notify the Company of the Statement of Rights, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue Date within one Business Day of the conversion price or other information set forth in Conversion Date. Within two Business Days following the applicable Conversion NoticeDate, the Company shall deliver to the Holder, through the Conversion Agent, written notice of whether such Note shall be converted into shares of Class A Common Stock or paid in cash, unless the Company shall have the right immediately to notify the converting holder of such error (with a copy of delivered such notice given previously pursuant to Section 3.04 of the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of RightsIndenture. If the Company shall have notified the Transfer Agent Holder that all of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm Note shall be converted into shares of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determinationClass A Common Stock, the Company shall instruct the Transfer Agent to issue deliver to the converting holder any additional Common Shares to which such holder is entitled based on Holder through the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then as promptly as practicable but in any event no later than the Company shall instruct fifth Business Day following the Transfer Agent to issue, within three Business Days after receipt date of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all notice of its election to deliver shares of Class A Common Shares Stock a certificate for the number of full shares of Class A Common Stock issuable on such upon the conversion be issued by the due date therefor and cash in lieu of any fractional share determined pursuant to Section 303 hereof. Except as provided in the Statement last sentence in the second paragraph of RightsSection 301 hereof, if the Company shall have notified the Holder that all or a portion of such Note shall be paid in cash, the Company shall deliver to the Holder surrendering such Note the amount of cash payable with respect to such Note no later than the tenth Business Day following such Conversion Date, together with 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 303 hereof. Except as provided in the last sentence in the second paragraph of Section 301 hereof, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Note once the Company has notified the Holder in accordance with this paragraph. If shares of Class A 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 Note 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 Class A Common Stock upon such conversion 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 Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Note, such Person shall no longer be a Holder of such Note and such Note shall be cancelled and no longer Outstanding. No payment or adjustment will be made for accrued interest or dividends on, or other distributions with respect to, any Class A Common Stock except as provided in this Article 3. On conversion of a Note, that portion of accrued Original Issue Discount attributable to the period from the Issue Date through the Conversion Date and (except as provided below) that portion of accrued cash interest attributable to the period from the last Interest Payment Date (or, if no Interest Payment Date has occurred, from the Issue Date) through the Conversion Date (or, if the Company has exercised the option provided for in Section 401, that portion of accrued interest attributable to the period from the later of (x) the date of such exercise and (y) the first Interest Payment Date following the date of such exercise through the Conversion Date) with respect to the converted Note 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) and/or cash, if any, in exchange for the Note being converted pursuant to the provisions hereof; and such cash, if any, and/or the fair market value of such shares of Class A Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as delivered pro rata, to the extent thereof, first in exchange for Original Issue Discount and cash interest (or interest, if the Company has exercised its option provided for in Section 401) accrued through the Conversion Date, and the balance, if any, of such cash and/or the fair market value of such Class A Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as delivered in exchange for the Issue Price of the Note being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued but unpaid cash interest will be payable upon conversion of Notes made concurrently with or after acceleration of Notes following an Event of Default. If the Holder converts more than one Note at the same time, the number of shares of Class A Common Stock issuable or cash paid upon the conversion shall be based on the total Principal Amount at Maturity of the Notes converted. Notes surrendered for conversion by a Holder during the period from the close of business on any Regular Record Date to the opening of business on the next Interest Payment Date, except for Notes to be redeemed on a date within this period or on the next Interest Payment Date, must be accompanied by payment of an amount equal to the interest that the Holder is to receive on the Notes surrendered for conversion. Except where Notes surrendered for exchange must be accompanied by payment as described above, the Company will not pay interest on any Interest Payment Date subsequent to the Conversion Date. Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in Principal Amount at Maturity to the unconverted portion of the Note surrendered.

Conversion Procedure. In connection with the order to exercise of its conversion rights relating right, a Lender shall provide written notice to the Preferred SharesBorrower (a “Conversion Notice”), specifying the Loans to be converted, the Buyer or any subsequent holder name and address of the Preferred Person entitled to receive the applicable Loan Shares and any other relevant details, and shall complete, sign surrender the certificate or certificates representing the applicable Loans to be converted. The Conversion Price shall be determined as of the date of the Conversion Notice and furnish to the Company, with a copy to the Transfer Agent, a Notice of Conversion in the form attached hereto as Annex V, which shall conversion will be deemed to satisfy all requirements have been completed immediately prior to the close of business on the Statement date of Rights (a "Conversion Notice"). As set forth in Section 7(c)(3) of the Statement of Rights, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number of Common Shares stated in the applicable Conversion NoticeNotice (the “Conversion Date”). If The Borrower will promptly thereafter (but in connection with a particular conversion of Preferred Shares any event within five (5) Business Days), upon the Company determines that manifest error has been made by virtue receipt of the conversion price or other information set forth in the applicable Conversion Notice, the Company Borrower shall have execute, and shall deliver, to the right immediately to notify address as specified in the Conversion Notice, a certificate registered in the name of the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile)or its designee, which notice shall state for the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Borrower Common Shares to which such holder is entitled based shall be entitled. The Person or Persons in whose name or names any Loan Shares or other securities issuable upon such conversion shall be entered in the Register of Members as the holder or holders of record of such Loan Shares or other securities at such time on such date and such conversion shall be at the Conversion Price in effect at such time, unless the Register of Members shall be closed on such date, in which event such Person or Persons shall be entered in the Register of Members as the holder or holders of record of such Loan Shares or other securities at the close of business on the determination next succeeding day on which such Register of Members is open, and such conversion shall be at the AuditorsConversion Price in effect on the date such Register of Members is open. If The Person entitled to receive the Auditors Borrower Common Shares issuable upon such conversion shall fail to notify be treated as the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt record holder of such Borrower Common Shares as of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of RightsDate.

Conversion Procedure. In connection with To convert a Security, a Holder must satisfy the exercise requirements in paragraph 9 of the Securities. The date on which the Holder satisfies all those requirements is the conversion rights relating date (the "Conversion Date"). The Conversion Agent shall notify the Company of the Conversion Date within one Business Day of the Conversion Date. The Company shall deliver to the Preferred SharesHolder, through the Conversion Agent, on the third trading day following the final trading day of the relevant Cash Settlement Averaging Period, cash and, if applicable, a certificate 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 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 accrued interest or dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 10. On conversion of a Security, (i) that portion of Accrued Original Issue Discount attributable to the period from September 11, 2006 to, but excluding, the Buyer or any subsequent holder Conversion Date, (ii) original issue discount, as imputed for United States federal income tax purposes pursuant to Section 1.1275-4(b) of the Preferred Shares shall complete, sign Treasury Regulations and furnish (iii) (except as provided below) that portion of accrued Contingent Cash Interest attributable to the Companyperiod from the last Contingent Cash Interest Payment Date (or September 11, 2006, if such date has not occurred) ("Contingent Cash Interest Payment Date") to but excluding the Conversion Date with a copy respect to the Transfer Agentconverted Security shall not be cancelled, a Notice of Conversion in the form attached hereto as Annex Vextinguished or forfeited, which but rather shall be deemed to satisfy all requirements be paid in full to the Holder thereof through delivery of the Statement Common Stock (together with the cash payment, if any, in lieu of Rights 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 (a "together with any such cash payment in lieu of fractional shares) shall be treated as delivered pro rata, to the extent thereof, first in exchange for (i) Accrued Original Issue Discount to, but excluding the Conversion Notice"). As set forth in Date, (ii) original issue discount, as imputed for United States federal income tax purposes pursuant to Section 7(c)(31.1275-4(b) of the Statement of RightsTreasury Regulations and (iii) accrued Contingent Cash Interest to, but excluding, the Conversion Date, and the balance, if any, of such cash and/or the fair market value of such Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as delivered in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued but unpaid Contingent 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 cash and number of shares of Common Shares Stock, if any, issuable upon the conversion shall be based on the total Principal Amount at Maturity of the Securities converted. A Security surrendered for conversion by a Holder during the period from the close of business on any Common Stock Record Date to the opening of business on the next Contingent Cash Interest Payment Date must be issued in connection accompanied by payment of an amount equal to the Contingent Cash Interest that the Holder is to receive on the Securities surrendered for conversion, unless the Company has provided such Holder with a particular conversion notice of Preferred Shares isredemption with respect to such Securities pursuant to Section 3.03 herein, absent manifest error, conclusively the number of Common Shares stated in the applicable Conversion Noticewhich case no such payment shall be made. 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 connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of the conversion price or other information set forth in the applicable Conversion Noticepart, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agentexecute, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted Trustee shall authenticate and deliver to the Auditors. Immediately after receipt of timely notice Holder, a new Security in an authorized denomination equal in Principal Amount at Maturity to the unconverted portion of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of RightsSecurity surrendered.

Conversion Procedure. In connection with To convert a Security a Holder must satisfy the exercise of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder requirements in paragraph 9 of the Preferred Shares shall complete, sign and furnish to Securities. The date on which the Company, with a copy to Holder of Securities satisfies all those requirements is the Transfer Agent, a Notice of Conversion in conversion date (the form attached hereto as Annex V, which shall be deemed to satisfy all requirements of the Statement of Rights (a "Conversion NoticeCONVERSION DATE"). As set forth in Section 7(c)(3) of Within two Business Days following the Statement of Rights, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of the conversion price or other information set forth in the applicable Conversion NoticeDate, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given deliver to the Transfer Agent by facsimile)Holder, which through the Conversion Agent, written notice of whether such Security shall state the number be converted into shares of Common Shares Stock or paid in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of RightsCash. If the Company shall have notified the Transfer Agent Holder that such Security shall be converted into shares of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determinationCommon Stock, the Company shall instruct the Transfer Agent to issue deliver to the converting Holder no later than the seventh Business Day following the Conversion Date a certificate 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 hereof. Except as provided in Section 11.01 hereof, if the Company shall have notified the Holder that 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 on the fifth Business Day following such Conversion Date. Except as provided in 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. 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 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 any additional or holders of such shares of Common Shares 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 holder is entitled 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 this Article 11. On conversion of a Security, that portion of accrued Original Issue Discount (or interest, if the Company has exercised the option provided for in Section 12.01 hereof) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 12.01 hereof, the later of (x) the date of such exercise and (y) 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 (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 or Cash paid upon the conversion shall be based on the determination total Principal Amount of the AuditorsSecurities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in Principal Amount to the unconverted portion of the Security surrendered. If the Auditors shall fail 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 notify the Transfer that Conversion Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure next succeeding day that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of Rightsit is not a Legal Holiday.

Conversion Procedure. In connection with To convert a Note, a Holder must satisfy the exercise of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder requirements in Section 10 of the Preferred Shares shall complete, sign and furnish to Notes. The date on which the Company, with a copy to Holder satisfies all of those requirements is the Transfer Agent, a Notice of Conversion in conversion date (the form attached hereto as Annex V, which shall be deemed to satisfy all requirements of the Statement of Rights (a "Conversion NoticeDate"). As set forth 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 and a check for any fractional share determined pursuant to Section 2.3(c) hereof. The Person in Section 7(c)(3) 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 shall cease; provided, however, that no surrender of a Note on any date when the stock transfer books of the Statement Company shall be closed shall be effective to constitute the Person entitled to receive the shares of RightsClass A Common Stock upon such conversion as the stockholder of record of such shares of Class A Common Stock on such date, but such surrender shall be effective to constitute the Person entitled to receive such shares of Class A Common Stock as the stockholder of record thereof for 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 on the Notes or dividends on any Class A Common Stock issued upon conversion of the Notes will be made. If any Notes are converted during any period after any Record Date for the payment of an installment of interest but before 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 after any Record Date but before the next Interest Payment Date must, except as described in the next sentence, be accompanied by a payment equal to the interest payable on such Interest Payment Date on the principal amount of convertible notes being converted. The payment to the Company described in the preceding sentence shall not be required if, during that period between a Record Date and the next Interest Payment Date, a conversion occurs on or after the date that the Company has issued a redemption notice and 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 the same time, the number of whole shares of Class A Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of Stock issuable upon the conversion price or other information set forth in the applicable Conversion Notice, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled be based on the determination total principal amount of Notes converted. Upon surrender of a Note that is converted in part, the Trustee shall authenticate for the Holder a new Note equal in principal amount to the unconverted portion of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of RightsNote surrendered.

Conversion Procedure. In connection with To convert a Security a Holder must satisfy the exercise of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder requirements in paragraph 9 of the Preferred Shares shall complete, sign and furnish to Securities. The date on which the Company, with a copy to Holder satisfies all those requirements is the Transfer Agent, a Notice of Conversion in conversion date (the form attached hereto as Annex V, which shall be deemed to satisfy all requirements of the Statement of Rights (a "Conversion NoticeDate"). As set forth in Section 7(c)(3) of Within two Business Days following the Statement of Rights, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of the conversion price or other information set forth in the applicable Conversion NoticeDate, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given deliver to the Transfer Agent by facsimile)Holder, which through the Conversion Agent, written notice of whether such Security shall state the number be converted into shares of Common Shares Stock or paid in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rightscash. If the Company shall have notified the Transfer Agent Holder that such Security shall be converted into shares of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determinationCommon Stock, the Company shall instruct the Transfer Agent to issue deliver to the converting Holder as soon as practicable, but in any event no later than the seventh Business Day following the Conversion Date, in book-entry form the number of full shares of Common Stock issuable upon the conversion and the Conversion Agent shall deliver to such Holder cash in lieu of any fractional share determined pursuant to Section 11.03. Except as provided in Section 11.01, if the Company shall have notified the Holder that 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 fifth Business Day following such Conversion Date. Except as provided in Section 11.01, 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. 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 any additional or holders of such shares of Common Shares 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 holder is entitled 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 XI. 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 12.01) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 12.01, 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 shares of Common Stock (together with the cash payment, if any, in lieu of fractional shares) or of cash, as the case may be, in exchange for 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 determination total Principal Amount of the AuditorsSecurities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in Principal Amount to the unconverted portion of the Security surrendered. If the Auditors shall fail 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 notify the Transfer such Conversion Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure next succeeding day that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of Rightsis not a Legal Holiday.

Conversion Procedure. In connection with To convert a Note into Common Stock, a Holder must satisfy the exercise requirements in paragraph 8 of the Notes. The date on which the Holder satisfies all those requirements is the conversion rights relating date (the "Conversion Date"). The Company shall deliver to the Preferred SharesHolder as soon as practicable and in any event no later than the seventh Business Day following the Conversion Date, through the Buyer or any subsequent holder of transfer agent for the Preferred Shares shall complete, sign and furnish to the Company, with a copy to the Transfer AgentCommon Stock, a Notice certificate for the number of Conversion full shares of Common Stock issuable upon the conversion and cash in the form attached hereto as Annex V, which lieu of any fractional share determined pursuant to Section 1503. Such delivery shall be deemed to satisfy all requirements satisfy, as of the Statement Conversion Date, the Company's obligation to pay the Principal Amount of Rights the Note converted. 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 Note 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 (assuming all other requirements in paragraph 8 of the Notes have been satisfied) shall be 50 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 Note shall have been surrendered for conversion (assuming all other requirements in paragraph 8 of the Notes have been satisfied), as if the stock transfer books of the Company had not been closed. Upon conversion of a Note, such Person shall no longer be a Holder of such Note. Holders may surrender a Note for conversion by means of book-entry delivery in accordance with paragraph 8 of the Notes and the regulations of the applicable book-entry facility. Except that portion of the payment (if applicable) described in the last paragraph under "Optional Redemption Before March 4, 2005" in paragraph 5 of the Notes, no Holder of Notes will be entitled, upon conversion of any Note, to any actual cash payment or adjustment to the shares of Common Stock into which such Note is convertible on account of accrued and unpaid interest or on account of dividends on shares of Common Stock issued in connection with the conversion. If any Holder surrenders a Note for conversion between the close of business on any Regular Record Date for the payment of an installment of interest and the opening of business on the related Interest Payment Date, then (a) notwithstanding such conversion, the interest payable on such Interest Payment Date shall be paid to the Holder of such Note on such Regular Record Date and (b) the converting Holder must deliver a check payable to the Conversion Notice")Agent in an amount equal to the interest payable on the Interest Payment Date on the Principal Xxxxxx converted together with the Note being surrendered. As set forth in Section 7(c)(3If the payment required by clause (b) of the Statement immediately preceding sentence does not accompany any Note being surrendered for conversion within the period described in the immediately preceding sentence, such Note shall not be converted. Neither of Rightsthe two immediately preceding sentences shall apply if the Note being surrendered for conversion has been called for redemption on a Redemption Date within the period between and including the Regular Record Date for the payment of an installment of interest and the related Interest Payment Date. On conversion of a Note, that portion of accrued and unpaid interest attributable to the period from (x) the later of the Issue Date and the date on which interest was last paid to (y) the Conversion Date with respect to the converted Note 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 in exchange for the Note being converted pursuant to the terms hereof, and the Fair Market Value of such Common Stock shall be treated as issued, to the extent thereof, first in exchange for the interest accrued through the Conversion Date, and the balance, if any, of such Fair Market Value of such shares of Common Stock shall be treated as issued in exchange for the Principal Amount of the Note being converted pursuant to the provisions hereof. If the Holder converts more than one Note at the same time, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number shares of Common Shares stated in Stock issuable upon the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares shall be computed based on the Company determines that manifest error has been made by virtue total Principal Amount of the conversion price or other information set forth Notes converted. Upon surrender of a Note that is converted in the applicable Conversion Noticepart, the Company shall have execute, and the right immediately to notify the converting holder of such error (with a copy of such notice given Trustee shall authenticate and deliver to the Transfer Agent by facsimile)Holder, which notice shall state a new Note in an authorized denomination equal in Principal Amount to the number unconverted portion of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of RightsNote surrendered. If the Company shall have notified last day on which a Note may be converted is a Legal Holiday in a place where the Transfer Conversion Agent of any such erroris located, the Company shall, Note may be surrendered to such Conversion Agent on the date such notice next succeeding day that is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of Rightsnot a Legal Holiday.

Conversion Procedure. In connection with To convert a Note, a Holder must satisfy the exercise of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder requirements in Section 12 of the Preferred Shares shall complete, sign and furnish to Notes. The date on which the Company, with a copy to Holder satisfies all of those requirements is the Transfer Agent, a Notice of Conversion in conversion date (the form attached hereto as Annex V, which shall be deemed to satisfy all requirements of the Statement of Rights (a "Conversion NoticeCONVERSION DATE"). As set forth 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 5.03 hereof. The Person in Section 7(c)(3) 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 of Notes hereunder shall cease (such Person's rights as a Holder of Transfer Restricted Securities, if any, under the Registration Rights Agreement, however, shall continue so long as such Person holds such Transfer Restricted Securities); provided, however, that no surrender of a Note on any date when the stock transfer books of the Statement Company shall be closed shall be effective to constitute the Person entitled to receive the shares of RightsCommon 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 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. If any Notes are converted during the period after any record date but before the next interest payment date, interest on such Notes will be paid on the next interest payment date, notwithstanding such conversion, to the Holder on the record date of such Notes. However, any Notes that are delivered to the Company for conversion after any record date but before the next interest payment date must, except as described in the next sentence, be accompanied by a payment equal to the interest payable (but excluding Special Interest, if any) on such interest payment date on the principal amount of Notes being converted. Payment of such an amount to the Company will not be required if, during that period between a record date and the next interest payment date, the Notes are delivered for conversion on or after the date that the Company has issued a notice of redemption notice and prior to the date of redemption. If any Notes are converted after an interest payment date but on or before the next record date, no interest will be paid on those convertible notes. If a Holder converts more than one Note at the same time, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number whole shares of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of Stock issuable upon the conversion price or other information set forth in the applicable Conversion Notice, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled be based on the determination total principal amount of Notes converted. Upon surrender of a Note that is converted in part, the Trustee shall authenticate for the Holder a new Note equal in principal amount to the unconverted portion of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of RightsNote surrendered.

Conversion Procedure. In connection with To convert a LYON a Holder must satisfy the exercise requirements in paragraph 8 of the LYONx. Xxe date on which the Holder satisfies all those requirements is the conversion rights relating date (the "Conversion Date"). As soon as practicable after the Conversion Date, the Company shall deliver to the Preferred SharesHolder, through the Buyer or any subsequent holder of the Preferred Shares shall complete, sign and furnish to the Company, with a copy to the Transfer Conversion Agent, a Notice certificate 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 14.3 of the Indenture. 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 a certificate delivered to the Conversion Agent. The Person in whose name the form attached hereto certificate is registered shall be treated as Annex Va stockholder of record on and after the Conversion Date; provided, however, that no surrender of a LYON 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 LYON shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a LYON, such Person shall no longer be a Holder of such LYON. 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 Five. On conversion of a LYON, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 701) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 701, the later of (x) the date of such exercise and (y) the date on which interest was last paid) of the LYON through the Conversion Date with respect to the converted LYON shall not be cancelled, extinguished or forfeited, but rather shall be deemed to satisfy all requirements be paid in full to the Holder thereof through delivery of the Statement Common Stock (together with the cash payment, if any, in lieu of Rights fractional shares) in exchange for the LYON being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock (a "Conversion Notice"). As set forth 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 7(c)(3701) accrued through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Statement of RightsLYON being converted pursuant to the provisions hereof. If the Holder converts more than one LYON at the same time, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number shares of Common Shares stated in Stock issuable upon the applicable Conversion Noticeconversion shall be based on the total Principal Amount at Maturity of the LYONx xxxverted. If the last day on which a LYON may be converted is a day other than a Business Day (a "Legal Holiday"), the LYON may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of a LYON that is converted in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of the conversion price or other information set forth in the applicable Conversion Noticepart, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agentexecute, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted Trustee shall authenticate and deliver to the Auditors. Immediately after receipt of timely notice Holder, a new LYON in an authorized denomination equal in Principal Amount at Maturity to the unconverted portion of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional LYON surrendered. All shares of Common Shares to which such holder is entitled based on the determination Stock delivered upon conversion of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer AgentLYONx xxxll be newly issued shares or treasury shares, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there duly and validly issued and fully paid and nonassessable and shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement free from preemptive rights and free of Rightsany lien or adverse claim.

Conversion Procedure. In connection with the exercise of conversion rights relating At any time prior to the Preferred Sharespayment of this Note in full, the Buyer holder of this Note may convert all or any subsequent portion of the outstanding principal and/or accrued interest amount of this Note (including any Accreted Principal Amount, PIK Amounts and Default PIK Amounts) into a number of Common Shares (excluding any fractional share) determined by dividing the principal and/or Accreted Principal Amount (including PIK Amounts and Default PIK Amounts) designated by such holder to be converted, by the Conversion Price (as specified in Section 6.2 below) then in effect. For the avoidance of doubt, the holder of the Preferred this Note shall be entitled to receive, upon conversion of this Note, Common Shares shall complete, sign and furnish equal to the Companysum of (x) the principal amount being converted (including any PIK Amounts and Default PIK Amounts) divided by the Conversion Price then in effect (as adjusted for any stock dividends, with a copy to the Transfer Agentstock splits or Organic Change described in Section 6.5 below). Except as otherwise expressly provided herein, a Notice each conversion of Conversion in the form attached hereto as Annex V, which this Note shall be deemed to satisfy all requirements have been effected as of the Statement close of Rights business on the date on which this Note has been surrendered for conversion at the principal office of the Company (a such date, the "Conversion NoticeDate"). As set forth in Section 7(c)(3) At such time as such conversion has been effected, the rights of the Statement holder of Rightsthis Note as such holder to the extent of the conversion shall cease, and the Person or Persons in whose name or names any certificate or certificates for Common Shares are to be issued upon such conversion shall be deemed to have become the holder or holders of record of the Common Shares represented thereby. Notwithstanding anything herein to the contrary, the Company may not issue, upon conversion of this Note, a number of Common Shares which, when aggregated with any Common Shares issued to the Purchaser on or after the date hereof and prior to such Conversion Date in connection with any notes issued by the Company pursuant to (i) the Credit Agreement, (ii) that certain convertible promissory note dated August 3, 2009 in the principal amount of $3,000,000 and (iii) that certain convertible promissory note dated August 3, 2009 in the principal amount of $6,639,058, would exceed 19.99% of the Company's issued and outstanding Common Shares as of the date of issuance of such Common Shares (such number of shares, the "Issuable Maximum"), if such issuance would be in violation of applicable Nasdaq Marketplace Rules (or any other exchange on which the Common Shares are then listed). As soon as possible after a conversion has been effected (but in any event within five (5) business days of the Conversion Date), the Company shall deliver to the converting holder: a certificate or certificates representing the number of Common Shares to be issued (excluding any fractional share) issuable by reason of such conversion (including any Accreted Principal Amount, PIK Amounts, Default PIK Amounts and Make-Whole Amount) in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively such name or names and such denomination or denominations as the converting holder has specified; such number of Common Shares stated in as shall be determined by dividing (x) the applicable Accreted Principal Amount (plus any PIK Amount and Default PIK Amounts) with respect to the principal amount converted, plus the amount payable under subsection (e) below, by (y) the Conversion Notice. If Price; and a new Note representing any portion of the principal amount which was represented by the Note surrendered to the Company in connection with such conversion but which was not converted or which could not be converted because it would have required the issuance of a particular fractional share of Common Shares; provided, however, that for purposes of this Section 6.1(d), the Company shall only be entitled to deliver Common Shares to the converting holder if such Common Shares would not be in excess of the Issuable Maximum or otherwise cause the converting holder to exceed the Beneficial Ownership Limitation. If any fractional share of Common Shares would, except for the provisions hereof, be deliverable upon conversion of Preferred this Note, the Company, in lieu of delivering such fractional share, shall in the event the conversion is being consummated in connection with repayment in full of the Note, pay in cash an amount equal to the Market Price of such fractional share as of the date of such conversion. The issuance of certificates for Common Shares upon conversion of this Note shall be made without charge to the holder hereof for any issuance tax in respect thereof or other cost incurred by the Company determines in connection with such conversion and the related issuance of Common Shares. Upon conversion of this Note, the Company shall take all such actions as are necessary in order to insure that manifest error has been made by virtue the Common Shares issuable with respect to such conversion shall be validly issued, fully paid and nonassessable. The Company shall not close its books against the transfer of Common Shares issued or issuable upon conversion of this Note in any manner which interferes with the timely conversion of this Note. The Company shall not effect any conversion of this Note, and the holder shall not have the right to convert any portion of this Note, to the extent that after giving effect to the conversion set forth on the applicable Notice of Conversion, the holder (together with such holder's affiliates, and any other person or entity acting as a group together with the holder or any of its affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the holder and its affiliates shall include the number of shares of Common Stock issuable upon conversion price of this Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (A) conversion of the remaining, unconverted principal amount of this Note beneficially owned by the holder or any of its affiliates and (B) exercise or conversion of the unexercised or unconverted portion of any other information securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other Notes) beneficially owned by the holder or any of its affiliates. Except as set forth in the applicable preceding sentence, for purposes of this Section 6.1(h), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 6.1(h) applies, the determination of whether this Note is convertible (in relation to other securities owned by the holder together with any affiliates) and of which principal amount of this Note is convertible shall be in the sole discretion of the holder, and the submission of a Notice of Conversion Noticeshall be deemed to be the holder's determination of whether this Note may be converted (in relation to other securities owned by the holder together with its affiliates) and which principal amount of this Note is convertible, in each case subject to such aggregate percentage limitations. To ensure compliance with this restriction, the holder will be deemed to represent to the Company each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any "group" status as contemplated above shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder. For purposes of this Section 6.1(h), in determining the number of outstanding shares of Common Stock, the holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (A) the Company's most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be; (B) a more recent public announcement by the Company; or (C) a more recent notice by the Company or the Company's transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the holder, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given within two Trading Days confirm orally and in writing to the Transfer Agent by facsimile), which notice shall state holder the number of shares of Common Shares in disputeStock then outstanding. In any case, and, notwithstanding such notice from the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The "Beneficial Ownership Limitation" shall direct the Transfer Agent to issue and deliver be 9.99% of the number of shares of the Common Shares not in dispute as and when required Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Note held by the Statement of Rightsholder. If the Company The limitations contained in this paragraph shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute apply to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting a successor holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of Rightsthis Note.

Conversion Procedure. In connection with To convert a Debenture into Common Stock, a Holder must satisfy the exercise requirements in paragraph 8 of the Debentures. The date on which the Holder satisfies all those requirements is the conversion rights relating date (the "Conversion Date"). The Company shall deliver to the Preferred SharesHolder no later than the seventh Business Day following the Conversion Date, through the Buyer or any subsequent holder of the Preferred Shares shall complete, sign and furnish to the Company, with a copy to the Transfer Conversion Agent, a Notice certificate 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 1503. 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 Debenture 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 form attached hereto date that such Debenture shall have been surrendered for conversion, as Annex Vif the stock transfer books of the Company had not been closed. Upon conversion of a Debenture, such person shall no longer be a Holder of such Debenture. Holders may surrender a Debenture for conversion by means of book-entry delivery in accordance with paragraph 8 of the Debentures 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 Fifteen. On conversion of a Debenture, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 1601) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 1601, the later of (x) the date of such exercise and (y) the date on which interest was last paid) to the Conversion Date with respect to the converted Debenture shall not be cancelled, extinguished or forfeited, but rather shall be deemed to satisfy all requirements be paid in full to the Holder thereof through delivery of the Statement Common Stock (together with any cash payment in lieu of Rights fractional shares of Common Stock) in exchange for the Debenture being converted pursuant to the terms hereof, and the fair market value of such Common Stock (a "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 accrued through the Conversion Notice"). As set forth 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 Section 7(c)(3) exchange for the Issue Price of the Statement of RightsDebenture being converted pursuant to the provisions hereof. If the Holder converts more than one Debenture at the same time, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number shares of Common Shares stated in Stock issuable upon the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares shall be computed based on the Company determines that manifest error has been made by virtue total Principal Amount at Maturity of the conversion price or other information set forth Debentures converted. Upon surrender of a Debenture that is converted in the applicable Conversion Noticepart, the Company shall have execute, and the right immediately to notify the converting holder of such error (with a copy of such notice given Trustee shall authenticate and deliver to the Transfer Agent by facsimile)Holder, which notice shall state a new Debenture in an authorized denomination equal in Principal Amount at Maturity to the number unconverted portion of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of RightsDebenture surrendered. If the Company shall have notified last day on which a Debenture may be converted is a Legal Holiday in a place where the Transfer Conversion Agent of any such erroris located, the Company shall, Debenture may be surrendered to such Conversion Agent on the date such notice next succeeding day that is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of Rightsnot a Legal Holiday.

Conversion Procedure. In connection with To convert a Note, a Holder must satisfy the exercise of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder requirements in Section 11 of the Preferred Shares shall complete, sign and furnish to Notes. The date on which the Company, with a copy to Holder satisfies all of those requirements is the Transfer Agent, a Notice of Conversion in conversion date (the form attached hereto as Annex V, which shall be deemed to satisfy all requirements of the Statement of Rights (a "Conversion NoticeDate"). As set forth 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 and a check for any fractional share determined pursuant to Section 5.03 hereof. The Person in Section 7(c)(3) 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 shall cease; provided, however, that no surrender of a Note on any date when the stock transfer books of the Statement Company shall be closed shall be effective to constitute the Person entitled to receive the shares of RightsClass A Common Stock upon such conversion as the stockholder of record of such shares of Class A Common Stock on such date, but such surrender shall be effective to constitute the Person entitled to receive such shares of Class A Common Stock as the stockholder of record thereof for 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 shall be made for accrued interest or dividends on any Class A 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 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 must, except as described in the next sentence, be accompanied by a payment equal to the interest payable on such Interest Payment Date on the principal amount of Notes being converted. The payment to the Company described in the preceding sentence shall not be required if, during that period between a Record Date and the next Interest Payment Date, a conversion occurs on or after the date that the Company has issued a redemption notice and 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 the same time, the number of whole shares of Class A Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of Stock issuable upon the conversion price or other information set forth in the applicable Conversion Notice, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled be based on the determination total principal amount of Notes converted. Upon surrender of a Note that is converted in part, the Trustee shall authenticate for the Holder a new Note equal in principal amount to the unconverted portion of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of RightsNote surrendered.

Conversion Procedure. In connection with To convert a Security, a Holder must (1) complete and sign the exercise conversion notice on the back of conversion rights relating the Security, (2) surrender the Security to the Preferred SharesTrustee, (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 Buyer Company shall deliver, or any subsequent holder shall cause the Trustee to deliver, upon the order of the Preferred Shares Holder, 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 whose name the certificate is registered shall completebe treated as a stockholder of record on and after the conversion date. Any Security surrendered for conversion during the period from the close of business on the record date for any interest payment date to the close of business on the Business Day next preceding the following interest payment date shall (unless such Security or portion thereof shall have been called for redemption on a date fixed for redemption which occurs during the period beginning at the close of business on such record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, sign and furnish or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by payment, in New York Clearing House funds or other funds acceptable to the Company, with a copy of an amount equal to the Transfer Agentinterest otherwise payable on such interest payment date on the Principal amount being converted; provided, however, that no such payment need be made if there shall exist at the conversion date a Notice of Conversion Default in the form attached hereto payment of interest on the Securities. Notwithstanding SECTION 3.01, 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 3.01. Except as Annex Vprovided above in this SECTION 15.02, no payment or other adjustment shall be made for interest accrued on any Security converted or for dividends on any securities issued on conversion of the Security. Except as provided in the immediately preceding paragraph, the Company’s delivery of the fixed number of shares of Common Stock or such other security into which shall a Security is convertible will be deemed to satisfy all requirements the Company’s obligation to pay the Principal amount of the Statement Security and all accrued interest (and original issue discount) that has not previously been (or is not simultaneously being) paid. The Common Stock or such other security is treated as issued first in payment of Rights 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 "Conversion Notice"). As set forth in Section 7(c)(3) of Holder converts more than one Security at the Statement of Rightssame time, the number of Common Shares full shares issuable and payment pursuant to SECTION 15.03 upon the conversion shall be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively based on the number of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue total Principal amount of the conversion price or other information set forth Securities converted. Upon surrender of a Security that is converted in the applicable Conversion Noticepart, the Company Trustee shall have authenticate for the right immediately to notify the converting holder of such error (with Holder a copy of such notice given new Security equal in Principal amount to the Transfer Agent by facsimile), which notice shall state unconverted Principal amount of the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of RightsSecurity surrendered. If the Company shall have notified last day on which a Security may be converted is a Legal Holiday in a place where the Transfer Agent of any such errorTrustee is located, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given Security may be surrendered to the Company and or the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based Trustee on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of Rightsnext succeeding Business Day.

Conversion Procedure. In connection with To convert a Note, a holder must satisfy the exercise of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder requirements in paragraph 10 of the Preferred Shares shall complete, sign and furnish to Notes. The date on which the Company, with a copy to holder satisfies all of those requirements is the Transfer Agent, a Notice of Conversion in conversion date (the form attached hereto as Annex V, which shall be deemed to satisfy all requirements of the Statement of Rights (a "Conversion NoticeDate"). As set forth 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 6.3. The person in Section 7(c)(3) 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 Noteholder shall cease; provided, however, that no surrender of a Note on any date when the stock transfer books of the Statement Company shall be closed shall be effective to constitute the person entitled to receive the shares of RightsCommon 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 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 adjustment will be made for accrued and unpaid interest on a converted Note or for dividends or distributions on shares of Common Stock issued upon conversion of a Note, but if any holder surrenders a Note for conversion on or after an interest payment record date and on or before the related interest payment date, then, notwithstanding such conversion, the interest payable on such interest payment date shall be paid to the holder of such Note on such record date. In such event, such Note, when surrendered for conversion, must be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such interest payment date on the portion so converted. If a holder converts more than one Note at the same time, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number whole shares of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of Stock issuable upon the conversion price or other information set forth in the applicable Conversion Notice, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled be based on the determination total principal amount of Notes converted. Upon surrender of a Note that is converted in part, the Trustee shall authenticate for the holder a new Note equal in principal amount to the unconverted portion of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of RightsNote surrendered.

Conversion Procedure. In connection with To convert a Note, a Holder must satisfy the exercise of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder requirements in Section 8 of the Preferred Shares shall complete, sign and furnish to Notes. The date on which the Company, with a copy to Holder satisfies all of those requirements is the Transfer Agent, a Notice of Conversion in conversion date (the form attached hereto as Annex V, which shall be deemed to satisfy all requirements of the Statement of Rights (a "Conversion NoticeDate"). As set forth 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 4.03 hereof. The Person in Section 7(c)(3) 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 shall cease; provided, however, that no surrender of a Note on any date when the stock transfer books of the Statement Company shall be closed shall be effective to constitute the Person entitled to receive the shares of RightsCommon 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 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 shall be made for accrued interest or dividends or distributions on any 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 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 must, except as described in the next sentence, be accompanied by a payment equal to the interest payable on such interest payment date on the principal amount of Notes being converted. The payment to the Company described in the preceding sentence shall not be required if, during that period between a record date and the next interest payment date, a conversion occurs on or after the date that the Company has issued a redemption notice or Change of Control Offer and prior to the date of redemption stated in such notice or the Change on Control Payment Date, as the case may be. 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 the same time, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number whole shares of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of Stock issuable upon the conversion price or other information set forth in the applicable Conversion Notice, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled be based on the determination total principal amount of Notes converted. Upon surrender of a Note that is converted in part, the Trustee shall authenticate for the Holder a new Note equal in principal amount to the unconverted portion of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of RightsNote surrendered.

Conversion Procedure. In connection with To convert a Security, a holder must satisfy the exercise of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder requirements in paragraph 10 of the Preferred Shares shall complete, sign and furnish to Securities. The date on which the Company, with a copy to holder satisfies all of those requirements is the Transfer Agent, a Notice of Conversion in conversion date (the form attached hereto as Annex V, which shall be deemed to satisfy all requirements of the Statement of Rights (a "Conversion NoticeDate"). 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 5.3. Such certificate shall bear any legends set forth on the converted Security, unless and to the extent the restrictions contained in Section 7(c)(3) such legends no longer apply to such Common Stock. 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 Noteholder shall cease; provided, however, that no surrender of a Security on any date when the stock transfer books of the Statement Company shall be closed shall be effective to constitute the person entitled to receive the shares of RightsCommon 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 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 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 conversion, the interest 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 payment in funds acceptable to the Company of an amount equal to the interest (but in no circumstance shall this requirement to pay interest upon conversion result in any holder being required to pay Additional Interest or Additional Voluntary Conversion Interest) and payable on such interest payment date on the portion so converted unless the Security has been called for redemption by the Company and a notice of redemption has been mailed to the holders. 26 If a holder converts more than one Security at the same time, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number whole shares of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of Stock issuable upon the conversion price or other information set forth in the applicable Conversion Notice, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled be based on the determination total principal amount of Securities converted. Upon surrender of a Security that is converted in part, the Trustee shall authenticate for the holder a new Security equal in principal amount to the unconverted portion of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of RightsSecurity surrendered.

Conversion Procedure. In connection with To convert a Security a Holder must satisfy the exercise requirements in paragraph 8 of the Securities. The date on which the Holder satisfies all those requirements is the conversion rights relating date (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 Company shall deliver to the Preferred SharesHolder, through the Buyer or any subsequent holder of the Preferred Shares shall complete, sign and furnish to the Company, with a copy to the Transfer Conversion Agent, a Notice certificate for the number of full shares of Class B 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 Class B Common Stock upon such conversion as the record holder or holders of such shares of Class B Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Class B 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 form attached hereto date that such Security shall have been surrendered for conversion, as Annex Vif 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 B 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 (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 satisfy all requirements be paid in full to the Holder thereof through delivery of the Statement Class B Common Stock (together with the cash payment, if any, in lieu of Rights fractional shares) in exchange for the Security being converted pursuant to the provisions hereof; and the fair market value of such shares of Class B Common Stock (a "Conversion Notice"). As set forth 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 7(c)(310.01) and cash interest accrued through the Conversion Date, and the balance, if any, of such fair market value of such Class B Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Statement Security being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued but unpaid cash interest will be payable upon conversion of RightsSecurities 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 B Common Shares to Stock issuable upon the conversion shall be issued in connection with a particular conversion based on the total Principal Amount at Maturity of Preferred Shares is, absent manifest error, conclusively the number of Common Shares stated in the applicable Conversion NoticeSecurities 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 connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of the conversion price or other information set forth in the applicable Conversion Noticepart, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agentexecute, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted Trustee shall authenticate and deliver to the Auditors. Immediately after receipt of timely notice Holder, a new Security in an authorized denomination equal in Principal Amount at Maturity to the unconverted portion of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of RightsSecurity surrendered.

Conversion Procedure. In connection with To convert a Security, a Holder ----------------------------------- must satisfy the exercise of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder requirements in paragraph 9 of the Preferred Shares shall complete, sign and furnish to Securities. The date on which the Company, with a copy to Holder satisfies all those requirements is the Transfer Agent, a Notice of Conversion in conversion date (the form attached hereto as Annex V, which shall be deemed to satisfy all requirements of the Statement of Rights (a "Conversion NoticeDate"). As set forth in Section 7(c)(3) The Conversion Agent shall notify the Company of the Statement of Rights, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue Date within one Business Day of the conversion price or other information set forth in Conversion Date. Within two Business days following the applicable Conversion NoticeDate, the Company shall deliver to the applicable Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash, unless the Company shall have the right immediately to notify the converting holder of such error (with a copy of delivered such notice given previously pursuant to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of RightsSection 3.04. If the Company shall have notified the Transfer Agent Holder that all of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm Security shall be converted into shares of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determinationcommon stock, the Company shall instruct the Transfer Agent to issue deliver to the converting holder any additional Common Shares to which such holder is entitled based on Holder, through the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then no later than the Company shall instruct fifth Business Day following the Transfer Agent Conversion Date, a certificate for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion NoticeSection 11.03. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor Except as provided in the Statement last sentence in the second paragraph of RightsSection 11.01, 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 issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 11.03. Except as provided in the last sentence in the second paragraph of Section 11.03, 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 accrued interest or 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 original issue discount, as computed for United States federal income tax purposes pursuant to Section 1.275-4(b) of the Treasury Regulations) attributable to the period from the Issue Date to, but excluding, the Conversion Date and (except as provided below) that portion of accrued cash interest attributable to the period from the last Interest Payment Date (or, if no Interest Payment Date has occurred, from the Issue Date) to, but excluding, the Conversion Date (or, if the Company has exercised the option provided for in Section 10.01, that portion of accrued interest attributable to the period from the later of (x) the date of such exercise and (y) the most recent Interest Payment Date following the date of such exercise to, but excluding, 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) and/or cash, if any, in exchange for the Security being converted pursuant to the provisions hereof; 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 pro rata, to the extent thereof, first in exchange for Original Issue Discount (and original issue discount, as computed for United States federal income tax purposes pursuant to Section 1.275-4(b) of the Treasury Regulations) and cash interest (or interest, if the Company has exercised its option provided for in Section 10.01) accrued to, but excluding, the Conversion Date, and the balance, if any, of such cash and/or the fair market value of such Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as delivered in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. 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 Common Stock issuable or cash paid upon the conversion shall be based on the total Principal Amount at Maturity of the Securities converted. Securities surrendered for conversion by a Holder during the period from the close of business on any Regular Record Date to the opening of business on the next Interest Payment Date, except for Securities to be redeemed on a date within this period or on the next Interest Payment Date, must be accompanied by payment of an amount equal to the interest that the Holder is to receive on the Securities surrendered for conversion. Except where Securities surrendered for exchange must be accompanied by payment as described above, the Company will not pay interest on any Interest Payment Date subsequent to the Conversion Date. 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 execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in Principal Amount at Maturity to the unconverted portion of the Security surrendered.

Conversion Procedure. In connection with To convert a Security a Holder must satisfy the exercise of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder of the Preferred Shares shall complete, sign requirements set forth herein and furnish to the Company, with a copy to the Transfer Agent, a Notice of Conversion in the form attached hereto as Annex V, Securities. The date on which shall be deemed to satisfy the Holder satisfies all those requirements of is the Statement of Rights conversion date (a the "Conversion NoticeDate"). As set forth in Section 7(c)(3) of Except as otherwise provided below, the Statement of Rights, Issuer shall deliver to the Holder through the Conversion Agent as soon as practicable after the Conversion Date a certificate for the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of issuable upon the conversion price or other information set forth and cash in lieu of any fractional Share determined pursuant to Section 11.03. Within two Business Days following the applicable Conversion NoticeDate, the Company Issuer shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into Shares or paid in cash, unless the Issuer shall have the right immediately to notify the converting holder of such error (with a copy of delivered such notice given previously pursuant to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of RightsSection 3.03. If the Company Issuer shall have notified the Transfer Holder that all of such Security shall be converted into Shares, the Issuer shall deliver to the Holder through the Conversion Agent no later than the fifth Business Day following the Conversion Date a certificate for the number of Shares issuable upon the conversion and cash in lieu of any such error, the Company shall, on the date such notice is given, submit the dispute fractional share determined pursuant to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the AuditorsSection 11.03. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor Except as provided in the Statement proviso to the fifth paragraph of Rights.Section 11.01, if the Issuer shall have notified the Holder that all or a portion of such Security shall be paid in cash, the Issuer 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 Shares issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 11.03. Except as provided in the proviso to the fifth paragraph of Section 11.01, the Issuer may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Issuer has notified the Holder in accordance with this paragraph. If Shares are delivered as consideration, then the Person in whose name the certificate representing the Shares issuable upon conversion 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 Issuer 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; 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 Issuer 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 dividends on, or other distributions with respect to, any Shares except as provided in this Article 11. On conversion of a Security, that portion of accrued Original Issue Discount (or interest, if the Issuer has exercised its option provided for in Section 10.01) attributable to the period from the Issue Date (or, if the Issuer 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) through the Conversion Date with respect to the converted Security and accrued Contingent Interest and accrued Defaulted Interest with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be

Conversion Procedure. In connection with To convert a Note, a Holder must satisfy the exercise of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder requirements in Section 8 of the Preferred Shares shall complete, sign and furnish to Notes. The date on which the Company, with a copy to Holder satisfies all of those requirements is the Transfer Agent, a Notice of Conversion in conversion date (the form attached hereto as Annex V, which shall be deemed to satisfy all requirements of the Statement of Rights (a "Conversion NoticeCONVERSION DATE"). As set forth 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 4.03 hereof. The Person in Section 7(c)(3) 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 shall cease; PROVIDED, HOWEVER, that no surrender of a Note on any date when the stock transfer books of the Statement Company shall be closed shall be effective to constitute the Person entitled to receive the shares of RightsCommon 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 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 shall be made for accrued interest or dividends or distributions on any 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 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 must, except as described in the next sentence, be accompanied by a payment equal to the interest payable on such interest payment date on the principal amount of Notes being converted. The payment to the Company described in the preceding sentence shall not be required if, during that period between a record date and the next interest payment date, a conversion occurs on or after the date that the Company has issued a redemption notice or Repurchase Event Offer and prior to the date of redemption stated in such notice or the Repurchase Event Payment Date, as the case may be. 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 the same time, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number whole shares of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of Stock issuable upon the conversion price or other information set forth in the applicable Conversion Notice, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled be based on the determination total principal amount of Notes converted. Upon surrender of a Note that is converted in part, the Trustee shall authenticate for the Holder a new Note equal in principal amount to the unconverted portion of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in the Statement of RightsNote surrendered.