Common use of Conversion Clause in Contracts

Conversion. The Holder of any Convertible Debenture has the right, exercisable at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust.

Conversion. The Subject to the next two succeeding sentences, a Holder of any Convertible Debenture has the right, exercisable at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to Security may convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) it into fully paid and nonassessable shares of Sun Common Stock of the Company at an initial conversion rate any time before the close of 1.2419 business on February 16, 2021. If the Security is called for redemption, the Holder may convert it at any time before the close of business on the Redemption Date. A Security in respect of which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Rate is 8.224 shares of Sun Common Stock for each per $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock)1,000 Principal Amount at Maturity, subject to adjustment under in certain circumstances as set forth events described in Section 1303 and 1304the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. In the event the Company exercises its option pursuant to Section 10.01 of the Indenture to have interest in lieu of Original Issue Discount accrue on the Security following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares issuable upon of Common Stock such Holder would have received if the Company had not exercised such option. Accrued and unpaid interest in lieu of Original Issue Discount will not be paid on Securities that are converted; provided, however, that if the Company exercises such option, -------- ------- Securities surrendered for conversion during the period, in the case of interest in lieu of Original Issue Discount, from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date (and with respect to which the Company has mailed a Convertible Debenture notice of redemption). Securities surrendered for conversion must be accompanied by payment of an amount equal to the interest in lieu of Original Issue Discount with respect thereto that the registered Holder is determined to receive. Except where Securities surrendered for conversion must be accompanied by dividing the principal amount of the Convertible Debenture payment as described above, no interest on converted Securities will be payable by the conversion price in effect Company on any Interest Payment Date subsequent to the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount date of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stockconversion. To convert a Convertible DebentureSecurity, a Holder must (i1) complete and manually sign the conversion notice below (or complete and manually sign a conversion facsimile of such notice) and deliver such notice substantially in to the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii2) surrender the Security to the Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar Conversion Agent, the Company or Conversion Agent the Trustee and (iv4) pay any transfer or similar tax, if required. If A Holder may convert a Notice portion of Conversion a Security if the Principal Amount at Maturity of such portion is delivered on $1,000 or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder an integral multiple of $1,000. No payment or adjustment will be entitled to receive the interest payable made for dividends on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except Common Stock except as otherwise provided in the immediately preceding sentenceIndenture. On conversion of a Security, that portion of accrued Original Issue Discount (or interest if the Company has exercised its option provided for in paragraph 10 hereof) attributable to the case period from the Issue Date (or, if the Company has exercised the option referred to in paragraph 10 hereof, the later of any Convertible Debenture which is converted, interest whose Stated Maturity is after (x) the date of conversion of such Convertible Debenture exercise and (y) the date on which interest was last paid) through the Conversion Date with respect to the converted Security shall not be payablecancelled, and the Company shall not make nor be required to make any other paymentextinguished or forfeited, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which rather shall be deemed to be paid in fullfull to the Holder thereof through the 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 terms hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount (or interest, if the Company has exercised its option provided for in paragraph 10 hereof) 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 Security being converted pursuant to the provisions hereof. The Conversion Rate will be adjusted for dividends or distributions on Common Stock payable in Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of Common Stock; distributions to all holders of Common Stock of certain rights to purchase Common Stock for a period expiring within 60 days at less than the Sale Price at the Time of Determination; and distributions to such holders of assets or debt securities of the Company or certain rights to purchase securities of the Company (excluding certain cash dividends or distributions). However, no adjustment need be made if Securityholders may participate in the transaction or in certain other cases. The Company from time to time may voluntarily increase the Conversion Rate. If any Convertible Debenture called for redemption the Company is converteda party to a consolidation, any money deposited with merger or binding share exchange or a transfer of all or substantially all of its assets, or upon certain distributions described in the Trustee Indenture, the right to convert a Security into Common Stock may be changed into a right to convert it into securities, cash or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right other assets of the Holder of such Convertible Debenture Company or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustanother person.

Conversion. The Holder holder of any Convertible Debenture Note has the right, exercisable at any time on or before 5:00 p.m. after the Issuance Date and prior to the close of business (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event)Note's maturity, to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25100) into fully paid and nonassessable shares of Sun Common Stock of at the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price Conversion Price of $20.13 5.00 per share of Sun Common Stock)share, subject to adjustment under certain circumstances as circumstances, except that if a Note is called for redemption, the conversion right will terminate at the close of business (New York City time) on the Business Day immediately preceding the date fixed for redemption. To convert a Note, a holder must (1) complete and sign a notice of election to convert substantially in the form set forth below, (2) surrender the Note to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Noteholder 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 will be paid to the registered holder of such Note on such record date. In such event, unless such Security has been called for redemption on or prior to such interest payment date, such Note, when surrendered for conversion, must be accompanied by payment in Section 1303 and 1304funds acceptable to the Company of an amount equal to the interest payable on such interest payment date on the portion so converted. The number of shares of Common Stock issuable upon conversion of a Convertible Debenture Note is determined by dividing the principal amount of the Convertible Debenture Note converted by the conversion price Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount A Note in respect of any Convertible Debenture shall which a holder has delivered an "Option of Noteholder to Elect Purchase" form appearing below exercising the option of such holder to require the Company to purchase such Note may be reduced by converted only if the portion notice of exercise is withdrawn as provided above and in accordance with the terms of the principal amount thereof converted into shares of Sun Common StockIndenture. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date The above description of conversion of such Convertible Debenture shall not be payablethe Notes is qualified by reference to, and is subject in its entirety by, the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided more complete description thereof contained in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustIndenture.

Conversion. The Holder Subject to the terms and conditions of any Convertible Debenture has the rightIndenture, exercisable at any time on or before 5:00 p.m. (New York City time) on times after the Business Day immediately preceding Issue Date, a Holder of a Security may convert the date of repayment Principal Amount of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof Security (or any portion thereof that thereof) into shares of the Company’s Common Stock at the Conversion Price. The Conversion Price in effect at any given time is subject to adjustment. A Holder may convert fewer than all of such ▇▇▇▇▇▇’s Securities so long as the Securities converted are an integral multiple of $25) into fully paid 1,000 Principal Amount. Holders converting any Securities or portions thereof shall be entitled to receive any accrued and nonassessable shares of Sun Common Stock unpaid interest on the Principal Amount being converted as of the Company at an initial conversion rate Conversion Date to the extent provided in the Indenture. If the Conversion Date for Securities of 1.2419 shares any Holder occurs between the close of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by the conversion price in effect business on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent opening of business on the immediately following Interest Payment Date, the Company shall pay to such Holder will be entitled to receive the interest payable in cash, on the subsequent such Interest Payment Date, an amount equal to the accrued and unpaid interest through the Conversion Date on the Principal Amount of such Securities; provided, however, that if the Company pays such Holder, on such Interest Payment Date, the amount of interest that would have been payable to such Holder had such Holder not converted any Security or portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date, such Holder shall promptly pay to the Company an amount equal to the difference between (1) such interest payment received by such Holder and (2) the amount of accrued and unpaid interest through the Conversion Date for the Principal Amount converted by such Holder. Except as otherwise provided in the immediately preceding sentenceIf a Fundamental Change shall occur and, in the case respect thereof, any Holder shall have elected a Fundamental Change Conversion for all or a portion of its Securities (or any Convertible Debenture which is convertedportion thereof), interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and then the Company shall not make nor be required remit to make any other paymentsuch Holder, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being convertedrelated Conversion Date, which shall be deemed to be paid a Make-Whole Premium calculated for such Securities, and payable in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee shares of Common Stock or with any Paying Agent or so segregated and held in trust for the redemption such other assets of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from and subject to such trustother terms and conditions, as set forth in the Indenture.

Conversion. The Subject to and in compliance with the provisions of the Indenture, the Holder of any Convertible Debenture Security has the right, exercisable at any time on or before 5:00 p.m. prior to the close of business (New York City time) on the date of the Security's maturity (or, in the case of Securities called for redemption, prior to the close of business on the Business Day immediately preceding prior to the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Eventcorresponding Redemption Date), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $2522) into fully paid and nonassessable shares of Sun Fleetwood Common Stock of at the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 [___] per share of Sun Fleetwood Common Stock), subject to adjustment under certain circumstances circumstances. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular 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 will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as set forth in Section 1303 and 1304the case may be, despite such conversion. In such event, such Security, 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. The number of shares issuable upon conversion of a Convertible Debenture Security is determined by dividing the principal amount of the Convertible Debenture Security converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture Security shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust.

Conversion. The A Holder of any Convertible Debenture has the right, exercisable may convert his or her Security into cash and ADRs at any time prior to the close of business on May 15, 2008, or (x) if the Security is called for redemption by the Company, the Holder may convert it at any time before 5:00 p.m. (New York City time) the close of business on the Business Day immediately preceding date that is five business days before the date of repayment of fixed for such Convertible Debenturesredemption, whether at maturity or upon redemption (either at y) if the option of Security is to be repurchased by the Company or pursuant to a Tax Event)PARAGRAPH 8 hereof, to the Holder may convert the principal amount thereof (or it at any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock of time before the Company at an initial conversion rate receives the Option of 1.2419 shares of Sun Common Stock for Holder To Elect Purchase Notice. For each $25 in aggregate 1,000 principal amount of Convertible Debentures Securities, (i) the amount of cash so payable upon conversion (the “Cash Conversion Consideration”) shall be $405.74 and (ii) the number of ADRs issuable upon conversion (the “conversion rate”) as of the effective date of the Supplemental Indenture shall equal to a the product of (x) 0.42355 and (y) the quotient (the “initial conversion rate”) obtained by dividing $1,000 by the initial conversion price of $20.13 32.04 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304share. The Cash Conversion Consideration is payable without interest, the number of shares ADRs issuable upon conversion shall be rounded to the nearest 1/100th of a Convertible Debenture is determined by dividing an ADR, and the principal amount Company will deliver Cash in lieu of the Convertible Debenture converted by any fractional ADR. The Cash Conversion Consideration and the conversion price in effect on rate take into account any adjustments (i) pursuant to the Conversion DateMerger and (ii) occurring prior to the date hereof. No fractional shares On conversion no payment or adjustment for any unpaid and accrued interest, or liquidated damages with respect to, the Securities will be issued upon made. If a Holder surrenders a Security for conversion but a cash adjustment will between the record date for the payment of interest and the next interest payment date, such Security, when surrendered for conversion, must be made for any fractional interest. The outstanding principal accompanied by payment of an amount of any Convertible Debenture shall be reduced by equal to the portion of interest thereon which the principal amount thereof converted into shares of Sun Common Stockregistered Holder on such record date is to receive. To convert a Convertible Debenture, Security a Holder must (i1) complete and sign a conversion notice substantially in the form attached heretoConversion Notice, with appropriate signature guarantee, on the back of the Security, (ii2) surrender the Convertible Debenture Security to a Conversion Agent, (iii3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or Conversion Agent Agent, (4) pay the amount of interest, if any, the Holder may be paid as provided in the last sentence of the above paragraph and (iv5) pay any transfer or similar tax, tax if required. If A Holder may convert a Notice portion of Conversion a Security if the portion is delivered on $1,000 principal amount or a whole multiple of $1,000 principal amount. Any ADRs issued upon conversion of a Security shall bear the Private Placement Legend until after the Regular Record Date second anniversary of the later of the issue date for the Securities and prior to the subsequent Interest Payment Date, last date on which the Holder will Company or any Affiliate of the Company was the owner of such ADRs or the Security (or any predecessor security) from which such ADRs were converted (or such shorter period of time as permitted by Rule 144(k) under the Securities Act or any successor provision thereunder) (or such longer period of time as may be entitled to receive required under the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided Securities Act or applicable state securities laws in the immediately preceding sentence, in the case Opinion of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called Counsel for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustunless otherwise agreed by the Company and the Holder thereof).

Conversion. The Holder Subject to the terms and conditions of any Convertible Debenture has the rightIndenture, exercisable at any time on or before 5:00 p.m. (New York City time) on times after the Business Day immediately preceding Issue Date, a Holder of a Security may convert the date of repayment Principal Amount of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof Security (or any portion thereof that thereof) into shares of the Company's common stock at the Conversion Price. The Conversion Price in effect at any given time is subject to adjustment. A Holder may convert fewer than all of such Holder's Securities so long as the Securities converted are an integral multiple of $25) into fully paid 1,000 Principal Amount. Holders converting any Securities or portions thereof shall be entitled to receive any accrued and nonassessable shares of Sun Common Stock unpaid interest on the Principal Amount being converted as of the Company at an initial conversion rate Conversion Date to the extent provided for in the Indenture. If the Conversion Date occurs between the close of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by the conversion price in effect business on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent opening of business on the immediately following Interest Payment Date, the Company shall pay to the applicable Holder will be entitled in cash, on such Interest Payment Date, an amount equal to receive the accrued and unpaid interest payable through the Conversion Date on the subsequent Principal Amount of Securities such Holder is converting; provided, however, if the Company pays such Holder on such Interest Payment Date on an amount equal to the interest otherwise payable to such Holder as if such Holder had not converted any Security or portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture Holder shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid promptly pay to the Company upon Company Request oran amount equal to the difference between (1) such interest payment received and (2) the amount of accrued and unpaid interest through the Conversion Date for the Principal Amount converted by such Holder. [INCLUDE IF SECURITY IS A GLOBAL SECURITY -- In the event of a deposit or withdrawal of an interest in this Security, if then held by including an exchange, transfer, repurchase or conversion of this Security in part only, the CompanyTrustee, as custodian of the Depositary, shall make an adjustment on its records to reflect such deposit or withdrawal in accordance with the rules and procedures of the Depositary.] [INCLUDE IF SECURITY IS A RESTRICTED SECURITY -- Subject to certain limitations in the Indenture, at any time when the Company is not subject to Section 13 or 15(d) of the United States Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), upon the request of a Holder or any beneficial owner of a Restricted Security or holder or beneficial owner of shares of Common Stock issued upon conversion thereof, the Company will promptly furnish or cause to be discharged from furnished Rule 144A Information (as defined below) and any reports required to be filed by them under the Exchange Act or Securities Act (as defined below) to such trust.Holder or any beneficial owner of Restricted Securities, or holder or beneficial owner of shares of Common Stock issued upon conversion thereof, or to a prospective purchaser of any such

Conversion. The Holder of any Convertible Debenture has the rightBorrower, exercisable at when not in Default, and any time on after having made regular payments for one month or before 5:00 p.m. (New York City time) on more, may convert this adjustable rate mortgage to any closed, fixed rate mortgage that is available for a similar mortgage offered by the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either Lender at the time the request to convert is received. This conversion option is subject to the following restrictions: The term of the Company fixed rate mortgage chosen must be equal to or pursuant greater than the remaining term of this adjustable rate mortgage at the time this conversion option is exercised. The fixed rate will be the rate the Lender then quotes for the term so chosen by the Borrower under this option. The Lender may require all Borrowers and guarantors to sign a Tax Event)mortgage conversion or amending agreement, to convert which will contain all the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid terms and nonassessable shares of Sun Common Stock conditions of the Company mortgage option selected. Or, at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 the Lender's sole option, a written request to convert, signed by all Borrowers and Guarantors will be accepted, and be binding on all signing parties, in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304lieu thereof. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after remaining amortization period at the date of conversion will remain unchanged from this adjustable rate mortgage and will be used to calculate the loan payment amount on the fixed rate mortgage. The new interest rate will begin on the first or second scheduled payment date following conversion, whichever the Lender decides, in its sole discretion. The Lender will not charge an administration fee for converting this Mortgage. However, the Borrower must pay to the Lender any applicable administration and processing fees and any interest that results from a change in the frequency of the regular loan payments. The Borrower must also pay all legal expenses related to the conversion documents and their registration, if applicable. If the required fees and expenses are not paid, the Lender may declare the Borrower in default on the Mortgage, or add such Convertible Debenture shall not fees and expenses to the Mortgage money or both. Once this conversion option has been exercised and this Mortgage has been converted, all the features and benefits of this Mortgage will be payable, rescinded and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated features and held in trust for the redemption of such Convertible Debenture shall (subject to any right benefits of the Holder new Mortgage will take effect whether or not a conversion or amending agreement is signed by, or delivered to, the Borrower. The exercising of such Convertible Debenture or this conversion option will not affect any Predecessor Security to receive interest as provided in of the last paragraph of Section 307 and Borrower's obligations under this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustMortgage.

Conversion. The Holder of any Convertible Debenture Security has the right, exercisable at any time on or before prior to 5:00 p.m. (p.m., New York City time) , on the Business Day immediately preceding the date of repayment of such Convertible DebenturesMarch 15, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event)2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $2527) into fully paid and nonassessable shares of Sun Common Capital Stock of at the Company at an initial conversion conversation rate of 1.2419 0.73 shares of Sun Common Capital Stock for each $25 27 in aggregate principal amount of Convertible Debentures Securities (equal equivalent to a conversion price of $20.13 37 per share of Sun Common StockCapital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances as set forth circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in Section 1303 making the payment due upon redemption. To convert a Security, a Holder must (1) complete and 1304sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular 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 will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, 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. The number of shares issuable upon conversion of a Convertible Debenture Security is determined by dividing the principal amount of the Convertible Debenture Security converted by the conversion price Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture Security shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Capital Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust.

Conversion. The Holder of any Convertible Debenture has the right, exercisable at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either Each Offered Security will be convertible into freely tradeable Units at the option of the Company or pursuant holder of an Offered Security at any time after the Initial Maturity Date and prior to a Tax Event), to convert 5:00 p.m. (Toronto time) on the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock earlier of the Company Final Maturity Date and the date specified by the Fund for redemption of the Offered Securities, at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 18.00 per share Unit, being a conversion rate of Sun Common Stock)approximately 55.5556 Units per $1,000 principal amount of Offered Securities, subject to adjustment under in certain circumstances events. Holders converting their Offered Securities will receive accrued and unpaid interest on such Offered Securities for the period from the last interest payment date (or the date of issue of the Offered Securities if there has not yet been an interest payment date) to, but excluding, the date of conversion. Notwithstanding the foregoing, no Offered Security may be converted during the five Business Days preceding June 30 and December 31 in each year as the registers of the Debenture Trustee will be closed during such periods. In the event that the Fund converts to a corporation (a “Continuing Corporation”) pursuant to the conversion of the Fund from an income trust structure to a publicly-traded Corporation (a “Conversion Transaction”), adjustments will be made to the terms of the conversion privilege as set forth in Section 1303 the Trust Indenture. Among other things, these adjustments will be necessary to reflect the fact that, in connection with the Conversion Transaction, Unitholders will receive securities of the Continuing Corporation in exchange or otherwise as consideration or in substitution for Units. More specifically, following completion of a Conversion Transaction, Offered Securities will be convertible into the kind and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount securities of the Convertible Debenture converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but Continuing Corporation which a cash adjustment will be made for any fractional interest. The outstanding principal amount holder of any Convertible Debenture shall be reduced by the portion Offered Securities would have been entitled to receive had it been a holder of the principal amount thereof converted number of Units into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in which the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and Offered Securities were convertible prior to the subsequent Interest Payment Dateeffective date of the Conversion Transaction. In addition, in connection with a Conversion Transaction, the Holder Offered Securities will be entitled to receive become obligations of the interest payable on Continuing Corporation having substantially the subsequent Interest Payment Date on same terms as the portion of Convertible Debentures to be converted notwithstanding Offered Securities, without the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case consent of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date holders of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustOffered Securities.

Conversion. The Holder Holders of any Convertible Debenture has Trust Securities, subject to the rightlimitations set forth in this Section, exercisable shall have the right at any time prior to the Conversion Expiration Date, at their option, to cause the Conversion Agent to convert Trust Securities, on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option behalf of the Company or pursuant converting Holders, into shares of Common Stock in the manner described herein on and subject to a Tax Event), to convert the principal amount thereof following terms and conditions: (or any portion thereof that is an integral multiple of $25i) The Trust Securities will be convertible into fully paid and nonassessable shares of Sun Common Stock pursuant to the Holder's direction to the Conversion Agent to exchange such Trust Securities 36 for a portion of the Company Debentures, and immediately convert such amount of Debentures into fully paid and nonassessable shares of Common Stock at an initial conversion rate of 1.2419 ______ shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures Trust Security (equal which is equivalent to a conversion price of $20.13 _____ per share $___ principal amount of Sun Common StockDebentures), subject to adjustment under certain circumstances as adjustments set forth in Section 1303 and 1304the Indenture (as so adjusted, "Conversion Price"). (ii) In order to convert Trust Securities into Common Stock, the Holder of such Trust Securities shall submit to the Conversion Agent an irrevocable Notice of Conversion to convert Trust Securities on behalf of such Holder, together, if the Trust Securities are in certificated form, with such certificates. The Notice of Conversion shall (i) set forth the number of Trust Securities to be converted and the name or names, if other than the Holder, in which the shares issuable of Common Stock should be issued and (ii) direct the Conversion Agent (a) to exchange such Trust Securities for a portion of the Debentures held by the Property Trustee (at the rate of exchange specified in the preceding paragraph) and (b) to immediately convert such Debentures, on behalf of such Holder, into Common Stock (at the conversion rate specified in the preceding paragraph). The Conversion Agent shall notify the Property Trustee of the Holder's election to exchange Trust Securities for a portion of the Debentures held by the Property Trustee and the Property Trustee shall, upon conversion receipt of a Convertible Debenture is determined by dividing such notice, deliver to the Conversion Agent the appropriate principal amount of the Convertible Debenture converted by the conversion price Debentures for exchange in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interestaccordance with this Section. The outstanding principal amount of any Convertible Debenture Conversion Agent shall be reduced by thereupon notify the portion Sponsor of the principal amount thereof converted Holder's election to convert such Debentures into shares of Sun Common Stock. To convert Holders of Trust Securities at the close of business on a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder Distribution payment record date will be entitled to receive the interest payable Distribution paid on such Trust Securities on the subsequent Interest Payment corresponding Distribution Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof of such Trust Securities following such record date but prior to such Interest Payment Distribution Date. Except as otherwise provided in above, neither the immediately preceding sentenceTrust nor the Sponsor will make, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor or be required to make make, any other payment, adjustment allowance or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust.ad-

Conversion. The Holder of any Convertible Debenture has the right, exercisable at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete In the event that the Loans become immediately due and sign a conversion notice substantially payable on any date pursuant to Article VII, all amounts (i) that the Parent Borrower is at the time or thereafter becomes required to reimburse or otherwise pay to the Administrative Agent in respect of Financial LC Disbursements made under any Alternative Currency Letter of Credit (other than amounts in respect of which the Parent Borrower has deposited cash collateral pursuant to Section 2.5(j)(i), if such cash collateral was deposited in the form attached heretoapplicable Alternative Currency to the extent so deposited or applied), (ii) surrender that the Convertible Debenture Domestic Revolving Lenders are at the time or thereafter become required to a Conversion Agent, pay to the Administrative Agent and the Administrative Agent is at the time or thereafter becomes required to distribute to the applicable Issuing Lender pursuant to paragraph (e)(i) of this Section in respect of unreimbursed Financial LC Disbursements made under any Alternative Currency Letter of Credit and (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent of each Domestic Revolving Lender’s participation in any Alternative Currency Letter of Credit under which a Financial LC Disbursement has been made shall, automatically and (iv) pay any transfer or similar taxwith no further action required, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding into the conversion thereof prior to Dollar Equivalent, calculated using the Exchange Rates on such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, date (or in the case of any Convertible Debenture which is convertedFinancial LC Disbursement made after such date, interest whose Stated Maturity is after on the date of conversion such Financial LC Disbursement is made), of such Convertible Debenture amounts. On and after such conversion, all amounts accruing and owed to the Administrative Agent, the applicable Issuing Lender or any Lender in respect of the Obligations described in this paragraph shall not accrue and be payablepayable in Dollars at the rates otherwise applicable hereunder. (ii) In the event that the Loans become immediately due and payable on any date pursuant to Article VII, all amounts (i) that a Borrower is at the time or thereafter becomes required to reimburse or otherwise pay to the Foreign Trade Facility Agent in respect of Non-Financial LC Disbursements made under any Alternative Currency Letter of Credit (other than amounts in respect of which such Borrower has deposited cash collateral pursuant to Section 2.5(j)(ii), if such cash collateral was deposited in the applicable Alternative Currency to the extent so deposited or applied), (ii) that the Global Revolving Lenders are at the time or thereafter become required to pay to the Foreign Trade Facility Agent and the Company shall not make nor be Foreign Trade Facility Agent is at the time or thereafter becomes required to make distribute to the applicable Issuing Lender pursuant to paragraph (e)(ii) of this Section in respect of unreimbursed Non-Financial LC Disbursements made under any other paymentAlternative Currency Letter of Credit and (iii) of each Global Revolving Lender’s participation in any Alternative Currency Letter of Credit under which a Non-Financial LC Disbursement has been made shall, adjustment automatically and with no further action required, be converted into the Dollar Equivalent, calculated using the Exchange Rates on such date (or allowance with respect to accrued but unpaid interest (including Additional Paymentsin the case of any Non-Financial LC Disbursement made after such date, if any) on the Convertible Debentures being converteddate such Non-Financial LC Disbursement is made), which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject amounts. On and after such conversion, all amounts accruing and owed to the Foreign Trade Facility Agent, the applicable Issuing Lender or any right Lender in respect of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided Obligations described in this paragraph shall accrue and be payable in Dollars at the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustrates otherwise applicable hereunder.

Conversion. The Subject to and in compliance with the provisions of the Indenture, the Holder of any Convertible Debenture Security has the right, exercisable at any time on or before 5:00 p.m. prior to the close of business (New York City time) on the date of the Security's maturity (or, in the case of Securities called for redemption, prior to the close of business on the Business Day immediately preceding prior to the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Eventcorresponding Redemption Date), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $2550) into fully paid and nonassessable shares of Sun Fleetwood Common Stock of at the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 [___] per share of Sun Fleetwood Common Stock), subject to adjustment under certain circumstances circumstances. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular 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 will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as set forth in Section 1303 and 1304the case may be, despite such conversion. In such event, such Security, 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. The number of shares issuable upon conversion of a Convertible Debenture Security is determined by dividing the principal amount of the Convertible Debenture Security converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture Security shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust.

Conversion. The Holder of any Convertible Debenture Lender has the right, exercisable at any time on or before 5:00 p.m. (New York City time) on after the Business Day immediately preceding the date of repayment of such Convertible DebenturesEffective Date, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event)its election, to convert all or part of the principal amount thereof (or any portion thereof that is an integral multiple Note Amount into shares of $25) into fully paid and nonassessable non-assessable shares of Sun Common Stock common stock of the Company at an initial conversion rate of 1.2419 shares of Sun Borrower (the “Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a Stock”). The conversion price of shall be $20.13 0.013 per share of Sun Common StockStock (the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), subject and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to adjustment under certain circumstances as set forth the Lender, with respect to any variable or calculation reflected in Section 1303 the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and 1304irrevocably ratified such notice of conversion and waived any objection thereto. The number Borrower shall deliver the shares of Common Stock from any conversion to the Lender (in any name directed by the Lender) within three (3) business days of Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of a Convertible Debenture is determined by dividing the principal amount any subsidiary of the Convertible Debenture converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially Note is hereby deleted in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustits entirety.

Conversion. The Holder of any Convertible Debenture has Subject to the right, exercisable at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option terms and conditions of the Company or pursuant to Indenture, a Tax Event), to Holder may convert the principal amount thereof (or any portion thereof that is an integral multiple each of $25) its Securities into fully paid and nonassessable shares of Sun Common Stock of the Company at an initial conversion rate of 1.2419 909.0909 shares per $1,000 Principal Amount of Securities (the “Conversion Rate”), at any time prior to the close of business on January 14, 2011. The Conversion Rate in effect at any given time is subject to adjustment. A Holder may convert fewer than all of such Holder’s Securities so long as the Securities converted are an integral multiple of $1,000 principal amount. Accrued and unpaid interest and Liquidated Damages, if any, will be deemed paid in full rather than canceled, extinguished or forfeited; provided, that if this Security shall be surrendered for conversion during the period from close of business on any Record Date for the payment of interest through the close of business on the Business Day next preceding the following Interest Payment Date, such Security (or portion thereof being converted) must be accompanied by an amount, in funds acceptable to the Company, equal to the interest payable on such Interest Payment Date on the Principal Amount being converted; provided, however, that no such payment shall be required if there shall exist at the time of conversion a default in the payment of interest on the Securities. In addition, to the extent the Holder elects to convert this Security into shares of Sun Common Stock in connection with a transaction that constitutes a Fundamental Change that occurs on or prior to January 15, 2011, pursuant to which 10% or more of the consideration for each $25 the Common Stock (other than cash payments for fractional shares) in aggregate principal amount such Fundamental Change transaction consists of Convertible Debentures cash or securities (equal or other property) that are not traded or scheduled to be traded immediately following such transaction on a United States national securities exchange or the Nasdaq Global Market, the Company will increase the Conversion Rate for any Securities surrendered for conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 130412.08 of the Indenture. The number [INCLUDE IF SECURITY IS A GLOBAL SECURITY — In the event of shares issuable upon a deposit or withdrawal of an interest in this Security, including an exchange, transfer, repurchase or conversion of a Convertible Debenture is determined by dividing this Security in part only, the principal amount Trustee, as custodian of the Convertible Debenture converted by Depositary, shall make an adjustment on its records to reflect such deposit or withdrawal in accordance with the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion rules and procedures of the principal amount thereof converted into shares Depositary.] If an Event of Sun Common Stock. To convert a Convertible DebentureDefault shall occur and be continuing, a Holder must (i) complete the Principal Amount plus accrued and sign a conversion notice substantially unpaid interest, through such date on all the Securities may be declared due and payable in the form attached hereto, (ii) surrender manner and with the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise effect provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustIndenture.

Conversion. The Holder of any Convertible Debenture Security has the right, exercisable at any time on or before prior to 5:00 p.m. (p.m., New York City time) , on the Business Day immediately preceding the date of repayment of such Convertible DebenturesMarch 15, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event)2030, to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $2527) into fully paid and nonassessable shares of Sun Common Capital Stock of at the Company at an initial conversion conversation rate of 1.2419 0.73 shares of Sun Common Capital Stock for each $25 27 in aggregate principal amount of Convertible Debentures Securities (equal equivalent to a conversion price of $20.13 37 per share of Sun Common StockCapital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances as set forth circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in Section 1303 making the payment due upon redemption. To convert a Security, a Holder must (1) complete and 1304sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular 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 will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, 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. The number of shares issuable upon conversion of a Convertible Debenture Security is determined by dividing the principal amount of the Convertible Debenture Security converted by the conversion price Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture Security shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Capital Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust.

Conversion. The Subject to and upon compliance with the provisions of the Indenture including, without limitation, the provisions of Section 4.01(a) of the Indenture, and upon the occurrence of the events specified in the Indenture, a Holder may surrender for conversion any Security that is $1,000 principal amount or integral multiples thereof; provided, however, that if the Security is called for redemption, the conversion right will terminate at the close of any Convertible Debenture has the right, exercisable at any time on or before 5:00 p.m. (New York City time) business on the Business Day immediately preceding the Redemption Date for such Security or such earlier date of repayment of as the Holder presents such Convertible Debentures, whether at maturity or upon Security for redemption (either unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed). In lieu of receiving shares of Common Stock, a Holder will receive, for each $1,000 principal amount of Securities surrendered for conversion: - cash in an amount equal to the lesser of (1) $1,000 and (2) the Conversion Value; and - if the Conversion Value is greater than $1,000, a number of shares of Common Stock equal to the sum of the Daily Share Amounts, for each of the twenty consecutive Trading Days in the Conversion Reference Period, appropriately adjusted to reflect stock splits, stock dividends, combinations or similar events occurring during the Conversion Reference Period. The Conversion Rate on any Securities surrendered in connection with a Designated Event may be increased by an amount, if any, determined in accordance with Section 4.01(i) of the Indenture. A Security in respect of which a Holder had delivered a Designated Event Purchase Notice or Repurchase Election Notice, exercising the option of such Holder to require the Company to purchase or pursuant to a Tax Event), to convert repurchase such Security may be converted only if the principal amount thereof (Designated Event Purchase Notice or any portion thereof that Repurchase Election Notice is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock withdrawn in accordance with the terms of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 Indenture and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is convertedthe Repurchase Election Notice, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, Securities are otherwise convertible in accordance herewith and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right terms of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustIndenture.

Conversion. The Subject to and upon compliance with the provisions of the Indenture, the Holder of any Convertible Debenture hereof has the right, exercisable at any time its option, to convert each $1,000 principal amount of this Note at the times specified in the Indenture, based on an initial Conversion Rate of 20.0000 shares of Class A Common Stock per $1,000 principal amount of Notes, as the same may be adjusted pursuant to the terms of the Indenture. As specified in the Indenture, upon conversion, the Company settle such conversion, at its election, pursuant to Physical Settlement, Cash Settlement or before Combination Settlement. If and only to the extent Holders elect to convert the Notes in connection with a Non-Stock Change of Control, the Company will increase the Conversion Rate applicable to such converting Notes in accordance with the Indenture. If this Note (or portion hereof) is surrendered for conversion after 5:00 p.m. (p.m., New York City time) , on the Business Day Regular Record Date for an Interest Payment Date but prior to the applicable Interest Payment Date, it shall be accompanied by payment, in immediately available funds or other funds acceptable to the Company, of an amount equal to the interest otherwise payable on such Interest Payment Date on the principal amount being converted; provided that no such payment need be made (i) with respect to conversions after 5:00 p.m., New York City time, on the Regular Record Date immediately preceding the date of repayment of Maturity Date; (ii) if the Company has specified a Fundamental Change Repurchase Date that is after such Convertible DebenturesRegular Record Date and on or prior to such Interest Payment Date; and (iii) with respect to any overdue interest, whether at maturity or upon redemption (either if overdue interest exists at the option time of conversion with respect to such Notes. Accrued and unpaid interest, if any, to the Conversion Date is deemed to be paid in full upon receipt of the Company Conversion Settlement Consideration rather than cancelled, extinguished or pursuant to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by the conversion price in effect on the Conversion Dateforfeited. No fractional shares will be issued upon any conversion of Notes, but a an adjustment and payment in cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenturemade, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph Indenture, in respect of Section 307 and this paragraph) any fraction of a share which would otherwise be paid issuable upon the surrender of any Note or Notes for conversion. A Note in respect of which a Holder is exercising its right to require repurchase may be converted only if such Holder validly withdraws its election to exercise such right to require repurchase in accordance with the Company upon Company Request or, if then held by terms of the Company, shall be discharged from such trustIndenture.

Conversion. The Holder (a) Holders of any Series D Convertible Debenture has Preferred Shares shall have the right, exercisable at any time on and from time to time, except in the case of the Series D Convertible Preferred Shares called for redemption as set forth below, to convert all or before 5:00 p.m. (New York City time) any such Series D Convertible Preferred Shares into Common Shares at [the conversion price and ratio determined by the provisions of the ▇▇▇▇▇ Articles Supplementary designating the ▇▇▇▇▇ Series A Convertible Preferred Shares], subject to adjustment as described below. In the case of Series D Convertible Preferred Shares called for redemption, conversion rights will expire at the close of business on the Business Day immediately last business day preceding the date Redemption Date. Notice of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company Trust must be mailed not less than 30 days and not more than 60 days prior to the Redemption Date as provided in Section 13.4(4)(c) hereof. Upon conversion, no adjustment or payment will be made for distributions, but if any holder surrenders Series D Convertible Preferred Shares for conversion after the close of business on the record date for the payment of a distribution and prior to the opening of business on the related distribution payment date, then, notwithstanding such conversion, the distribution payable on such distribution payment date will be paid to the registered holder of such shares on such distribution record date. In such event, such shares, when surrendered for conversion during the period between the close of business on any distribution record date and the opening of business on the corresponding distribution payment date, must be accompanied by payment of an amount equal to the distribution payable on such distribution payment date on the shares so converted (unless such shares were converted after the issuance of a notice of redemption with respect to such shares, in which event such shares shall be entitled to the distribution payable thereon on such distribution payment date without making such payment). (b) Any holder of one or more Series D Convertible Preferred Shares electing to convert such share or shares shall deliver the certificate or certificates therefor to the principal office of any transfer agent for the Common Shares, with the form of notice of election to convert as the Trust shall prescribe fully completed and duly executed and (if so required by the Trust or any conversion agent) accompanied by instruments of transfer in form satisfactory to the Trust and to any conversion agent, duly executed by the registered holder or his duly authorized attorney, and transfer taxes, stamps or funds therefor or evidence of payment thereof if required pursuant to a Tax Event)Section 13.4(7)(a) or 13.4(7)(d) hereof. The conversion right with respect to any such shares shall be deemed to have been exercised at the date upon which the certificates therefor accompanied by such duly executed notice of election and instruments of transfer and such taxes, stamps, funds or evidence of payment shall have been so delivered, and the person or persons entitled to convert receive the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun the Common Stock Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of the Company Common Shares upon said date. (c) No fractional Common Share or scrip representing a fractional share shall be issued upon conversion of Series D Convertible Preferred Shares. If more than one Series D Convertible Preferred Share shall be surrendered for conversion at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock)one time by the same holder, subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The the number of shares full Common Shares which shall be issuable upon conversion thereof shall be computed on the basis of the aggregate number of Series D Convertible Preferred Shares so surrendered. Instead of any fractional Common Share which would otherwise be issuable upon conversion of any Series D Convertible Preferred Shares, the Trust shall pay a Convertible Debenture is determined by dividing cash adjustment in respect of such fraction in an amount equal to the same fraction of the closing price for the Common Shares on the last trading day preceding the date of conversion. The closing price for such day shall be the last reported sales price regular way or, in case no such reported sale takes place on such date, the average of the reported closing bid and asked prices regular way, in either case on the New York Stock Exchange, or if the Common Shares are not listed or admitted to trading on such Exchange, on the principal national securities exchange on which the Common Shares are listed or admitted to trading or, if not listed or admitted to trading on any national securities exchange, the closing sale price of the Common Shares or in case no reported sale takes place, the average of the closing bid and asked prices, on NASDAQ or any comparable system. If the Common Shares are not quoted on NASDAQ or any comparable system, the Board of Trustees shall in good faith determine the current market price on the basis of such quotation as it considers appropriate. (d) If a holder converts Series D Convertible Preferred Shares, the Trust shall pay any documentary, stamp or similar issue or transfer tax due on the issuance of Common Shares upon the conversion. The holder, however, shall pay to the Trust the amount of any tax which is due (or shall establish to the Convertible Debenture converted satisfaction of the Trust payment thereof) if the shares are to be issued in a name other than the name of such holder and shall pay to the Trust any amount required by the last sentence of Section 13.4(7)(a) hereof. (e) The Trust shall reserve and shall at all times have reserved out of its authorized but unissued Common Shares a sufficient number of Common Shares to permit the conversion price in effect on of the Conversion Datethen outstanding Series D Convertible Preferred Shares. No fractional shares will All Common Shares which may be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Series D Convertible Debenture Preferred Shares shall be reduced by validly issued, fully paid and nonassessable, and not subject to preemptive or other similar rights. In order that the portion Trust may issue Common Shares upon conversion of Series D Convertible Preferred Shares, the Trust will endeavor to comply with all applicable Federal and State securities laws and will endeavor to list such Common Shares to be issued upon conversion on each securities exchange on which the Common Shares are listed. (f) The conversion rate in effect at any time shall be subject to adjustment from time to time as follows: (i) In case the Trust shall (1) pay or make a distribution in Common Shares to holders of the principal amount thereof converted Common Shares, (2) reclassify the outstanding Common Shares into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached heretosome other class or series of shares, (ii3) surrender subdivide the Convertible Debenture to outstanding Common Shares into a Conversion Agentgreater number of Common Shares or (4) combine the outstanding Common Shares into a smaller number of Common Shares, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and conversion rate immediately prior to such action shall be adjusted so that the subsequent Interest Payment Date, the Holder will holder of any Series D Convertible Preferred Shares thereafter surrendered for conversion shall be entitled to receive the interest payable on number of Common Shares which he would have owned immediately following such action had such Series D Convertible Preferred Shares been converted immediately prior thereto. An adjustment made pursuant to this Section 13.4(7)(f)(i) shall become effective immediately after the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, record date in the case of a distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. (ii) In case the Trust shall issue rights or warrants to all holders of the Common Shares entitling them to subscribe for or purchase Common Shares (or securities convertible into Common Shares) at a price per share less than the current market price (as determined pursuant to Section 13.4(7)(f)(iv)) of the Common Shares on such record date, the number of Common Shares into which each Series D Convertible Preferred Share shall be convertible shall be adjusted so that the same shall be equal to the number determined by multiplying the number of Common Shares into which such Series D Convertible Preferred Share was convertible immediately prior to such record date by a fraction of which the numerator shall be the number of Common Shares outstanding on such record date plus the number of additional Common Shares offered (or into which the convertible securities so offered are convertible), and of which the denominator shall be the number of Common Shares outstanding on such record date, plus the number of Common Shares which the aggregate offering price of the additional Common Shares offered (or into which the convertible securities so offered are convertible) would purchase at such current market price. Such adjustments shall become effective immediately after such record date for the determination of the holders of the Common Shares entitled to receive such distribution. For purposes of this subsection (ii), the number of Common Shares at any time outstanding shall not include Common Shares held in the treasury of the Trust. (iii) In case the Trust shall distribute to all holders of the Common Shares any class of shares of beneficial interest other than the Common Shares, evidences of indebtedness or assets of the Trust (other than cash distributions out of current or retained earnings), or shall distribute to all holders of the Common Shares rights or warrants to subscribe for securities (other than those referred to in Section 13.4(7)(f)(ii)), then in each such case the number of Common Shares into which each Series D Convertible Debenture Preferred Share shall be convertible shall be adjusted so that the same shall equal the number determined by multiplying the number of Common Shares into which is converted, interest whose Stated Maturity is after such Series D Convertible Preferred Share was convertible immediately prior to the date of conversion such distribution by a fraction of which the numerator shall be the current market price (determined as provided in Section 13.4(7)(f)(iv)) of the Common Shares on the record date mentioned below, and of which the denominator shall be such current market price of the Common Shares, less the then fair market value (as determined by the Board of Trustees, whose determination shall be conclusive evidence of such fair market value) of the portion of the securities or assets so distributed or of such subscription rights or warrants applicable to one Common Share. Such adjustment shall become effective immediately after the record date for the determination of the holders of the Common Shares entitled to receive such distribution. Notwithstanding the foregoing, in the event that the Trust shall distribute rights or warrants (other than those referred to in Section 13.4(7)(f)(ii)) ("Rights") pro rata to holders of the Common Shares, the Trust may, in lieu of making any adjustment pursuant to this Section 13.4(7)(f)(iii), make proper provision so that each holder of a Series D Convertible Debenture Preferred Share who converts such share after the record date for such distribution and prior to the expiration or redemption of the Rights shall not be payableentitled to receive upon such conversion, in addition to the Common Shares issuable upon such conversion (the "Conversion Shares"), a number of Rights to be determined as follows: (1) if such conversion occurs on or prior to the date for the distribution to the holders of Rights of separate certificates evidencing such Rights (the "Distribution Date"), the same number of Rights to which a holder of a number of Common Shares equal to the number of Conversion Shares is entitled at the time of such conversion in accordance with the terms and provisions of and applicable to the Company shall not make nor be required Rights; and (2) if such conversion occurs after the Distribution Date, the same number of Rights to make any other payment, adjustment or allowance with respect which a holder of the number of Common Shares into which a Series D Convertible Preferred Share so converted was convertible immediately prior to accrued but unpaid interest (including Additional Payments, if any) the Distribution Date would have been entitled on the Convertible Debentures being converted, which Distribution Date in accordance with the terms and provisions of and applicable to the Rights. (iv) The current market price per share of the Common Shares on any date shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right average of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided daily closing prices for thirty consecutive trading days commencing forty-five trading days before the date in question. The closing price for each day shall be the last paragraph reported sales price regular way or, in case no such reported sale takes place on such date, the average of Section 307 the reported closing bid and this paragraph) be paid asked prices regular way, in either case on the New York Stock Exchange, or if the Common Shares are not listed or admitted to trading on such Exchange, on the Company upon Company Request principal national securities exchange on which the Common Shares are listed or admitted to trading or, if then held not listed or admitted to trading on any national securities exchange, the closing sale price of the Common Shares or, in case no reported sale takes place, the average of the closing bid and asked prices, on NASDAQ or any comparable system, or if the Common Shares are not quoted on NASDAQ or any comparable system, the closing sale price or, in case no reported sale takes place, the average of the closing bid and asked prices, as furnished by any two members of the National Association of Securities Dealers, Inc. selected from time to time by the CompanyTrust for that purpose. (v) In any case in which this Section 13.4(7) shall require that an adjustment be made immediately following a record date, the Trust may elect to defer (but only until five business days following the mailing of the notice described in Section 13.4(7)(j)) issuing to the holder of any Series D Convertible Preferred Shares converted after such record date the Common Shares and other shares of beneficial interest of the Trust issuable upon such conversion over and above the Common Shares and other shares of beneficial interest of the Trust issuable upon such conversion only on the basis of the conversion rate prior to adjustment; and, in lieu of the shares the issuance of which is so deferred, the Trust shall issue or cause its transfer agents to issue appropriate evidence of the right to receive such shares. (g) No adjustment in the conversion rate shall be discharged required until cumulative adjustments result in a change of 1% or more of the conversion price as in effect prior to the last adjustment of the conversion rate; provided, however, that any adjustment which by reason of this Section 13.4(7)(g) is not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 13.4(7) shall be made to the nearest cent ($.01) or to the nearest one-hundredth (1/100) of a share, as the case may be. No adjustment to the conversion rate shall be made for cash dividends. (h) In the event that, as a result of an adjustment made pursuant to Section 13.4(7)(f), the holder of any Series D Convertible Preferred Shares thereafter surrendered for conversion shall become entitled to receive any shares of beneficial interest of the Trust other than Common Shares, thereafter the number of such other shares so receivable upon conversion of any Series D Convertible Preferred Shares shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Shares contained in this Section 13.4(7). (i) The Trust may make such trustincreases in the conversion rate, in addition to those required by Sections 13.4(7)(f)(i), (ii) and (iii), as is considered to be advisable in order that any event treated for Federal income tax purposes as a distribution of shares or share rights shall not be taxable to the recipients thereof. (j) Whenever the conversion rate is adjusted, the Trust shall promptly mail to all holders of record of Series D Convertible Preferred Shares a notice of the adjustment and shall cause to be prepared a certificate signed by a principal financial officer of the Trust setting forth the adjusted conversion rate and a brief statement of the facts requiring such adjustment and the computation thereof; such certificate shall forthwith be filed with each transfer agent for the Series D Convertible Preferred Shares. (k) In the event that: (1) the Trust takes any action which would require an adjustment in the conversion rate, (2) the Trust consolidates or merges with, or transfers all or substantially all of its assets to, another corporation and shareholders of the Trust must approve the transaction, or (3) there is a

Conversion. The Holder of any Convertible Debenture has the right, exercisable at (a) At any time on or before 5:00 p.m. prior to the Maturity Date, (New York City timei) on without Shareholder Approval, the Business Day immediately preceding Agent shall have the date of repayment of right to convert (any such Convertible Debenturesconversion, whether at maturity or upon redemption (either at the option a “Conversion”) any portion of the Company or principal and accrued interest of the Term Loans into shares of common stock, no par value of Parent (“Parent Common Stock”) that represent, in the aggregate in the event of more than one conversion election pursuant to a Tax Eventthis clause (i), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number of shares issuable not exceeding 19.90% of the outstanding shares of Parent Common Stock as of the date hereof and equaling the total amount of principal and accrued interest of the Term Loans being Converted divided by the Conversion Price upon conversion Agent’s delivery of notice of its intent to effectuate such Conversion (any such notice, a “Conversion Notice”) and (ii) with Shareholder Approval, the Agent shall have the right to Convert any portion of the principal and accrued interest of the Term Loans into shares of Parent Common Stock in any amount and equaling the total amount of principal and accrued interest of the Term Loans being Converted divided by the Conversion Price upon Agent’s delivery of a Convertible Debenture is determined by dividing Conversion Notice. Notwithstanding anything herein to the principal contrary, if any ABL Obligations are outstanding at the time of such Conversion, the amount of the Convertible Debenture converted Parent Common Stock held by the conversion price in effect on Agent shall not exceed the Conversion DateCap. No fractional shares will Any Conversion shall be issued upon conversion but treated as a cash adjustment will be made for any fractional interest. The prepayment of Term Loans hereunder and the outstanding principal amount balance of any Convertible Debenture the Term Loans shall be reduced by the amount so repaid upon such Conversion. Upon receipt of Agent’s Conversion Notice, the Borrowers shall cause the Conversion as promptly as possible and shall use commercially reasonable efforts to promptly (and in any event within sixty (60) days of the applicable Conversion Notice) obtain any Shareholder Approval required to effectuate a Conversion pursuant to clause (ii) hereof. (b) All costs and expenses (including filing fees) with respect to filings under any applicable antitrust laws shall be borne by Parent. Parent shall pay any documentary, stamp or similar issue or transfer tax due on the issue of the Conversion Shares. Parent shall reserve (and shall keep available and free from preemptive rights) and shall continue to reserve out of its authorized but unissued Parent Common Stock a sufficient number of Parent Common Stock to permit the issuance of the Conversion Shares in full. (c) Parent shall (i) issue the Conversion Shares to the Lenders on a pro rata basis based on each Lender’s portion of the principal outstanding amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenturethe Term Loans on the Conversion Date (along with any share certificates with respect thereto) in accordance with the applicable Note with respect thereto and on terms substantially consistent with the Subscription Agreement and such Conversion Shares shall, a Holder must upon issuance, be duly authorized, validly issued, fully paid and nonassessable, not subject to any preemptive rights, and, be free from all taxes, Liens, security interests, charges, and other encumbrances with respect to the issuance thereof, other than taxes in respect of any transfer occurring contemporaneously with such issue and those under applicable federal, state or other securities laws and (iii) complete provide customary representations and sign a conversion notice substantially warranties to the Lenders in connection with the Conversion pursuant to and in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided set forth in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustSubscription Agreement.

Conversion. The Holder of any Convertible Debenture has Subject to the right, exercisable at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option terms and conditions of the Company or pursuant to Indenture, a Tax Event), to Holder may convert the principal amount thereof (or any portion thereof that is an integral multiple each of $25) its Securities into fully paid and nonassessable shares of Sun Common Stock of the Company at an initial conversion rate of 1.2419 74.0741 shares per $1,000 Principal Amount of Securities (the “Conversion Rate”), at any time prior to the close of business on April 14, 2011. The Conversion Rate in effect at any given time is subject to adjustment. A Holder may convert fewer than all of such ▇▇▇▇▇▇’s Securities so long as the Securities converted are an integral multiple of $1,000 principal amount. Accrued and unpaid interest and Liquidated Damages, if any, will be deemed paid in full rather than canceled, extinguished or forfeited; provided, that if this Security shall be surrendered for conversion during the period from close of business on any Record Date for the payment of interest through the close of business on the Business Day next preceding the following Interest Payment Date, such Security (or portion thereof being converted) must be accompanied by an amount, in funds acceptable to the Company, equal to the interest payable on such Interest Payment Date on the Principal Amount being converted; provided, however, that no such payment shall be required if there shall exist at the time of conversion a default in the payment of interest on the Securities. In addition, to the extent the Holder elects to convert this Security into shares of Sun Common Stock in connection with a transaction that constitutes a Fundamental Change that occurs on or prior to April 15, 2011, pursuant to which 10% or more of the consideration for each $25 the Common Stock (other than cash payments for fractional shares) in aggregate principal amount such Fundamental Change transaction consists of Convertible Debentures cash or securities (equal or other property) that are not traded or scheduled to be traded immediately following such transaction on a United States national securities exchange or the Nasdaq Global Market, the Company will increase the Conversion Rate for any Securities surrendered for conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 130411.08 of the Indenture. The number [INCLUDE IF SECURITY IS A GLOBAL SECURITY — In the event of shares issuable upon a deposit or withdrawal of an interest in this Security, including an exchange, transfer, repurchase or conversion of a Convertible Debenture is determined by dividing this Security in part only, the principal amount Trustee, as custodian of the Convertible Debenture converted by Depositary, shall make an adjustment on its records to reflect such deposit or withdrawal in accordance with the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion rules and procedures of the principal amount thereof converted into shares Depositary.] If an Event of Sun Common Stock. To convert a Convertible DebentureDefault shall occur and be continuing, a Holder must (i) complete the Principal Amount plus accrued and sign a conversion notice substantially unpaid interest, through such date on all the Securities may be declared due and payable in the form attached hereto, (ii) surrender manner and with the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise effect provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustIndenture.

Conversion. The Subject to the provisions of Article 10 of the Indenture, a Holder of any Convertible Debenture has the right, exercisable at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of a Security may convert such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) Security into fully paid and nonassessable shares of Sun Common Stock of the Company if any of the conditions specified in paragraphs (a) through (f) of Section 10.01 of the Indenture is satisfied; provided, however, that if such Security is called for redemption, the conversion right will terminate at an the close of business on the second Business Day before the redemption date of such Security (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such Default is cured and such Security is redeemed). The initial conversion rate of 1.2419 shares of Sun Common Stock for each price is $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 29.16 per share of Sun Common Stock)share, subject to adjustment under certain circumstances as set forth described in Section 1303 and 1304the Indenture (the "Conversion Price"). The number of shares issuable upon conversion of a Convertible Debenture Security is determined by dividing the principal amount of the Convertible Debenture converted by the conversion price Conversion Price in effect on the Conversion Date. In the event of a conversion of a Security, the Company has the option to deliver the Cash Conversion Price to the Holder of the Security surrendered for such conversion as provided in Section 10.02 of the Indenture. Upon conversion, no adjustment for interest (including Contingent Interest, if any), or dividends will be made. No fractional shares will be issued upon conversion but a cash adjustment conversion; in lieu thereof, an amount will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by paid in cash based upon the portion current market price (as defined in the Indenture) of the principal amount thereof converted into shares Common Stock on the last Trading Day prior to the date of Sun Common Stockconversion. To convert a Convertible DebentureSecurity, a Holder must (ia) complete and sign a the conversion notice substantially in set forth below and deliver such notice to the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iiib) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or the Conversion Agent and Agent, (ivd) pay any transfer or similar tax, if requiredrequired and (e) 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. If a Notice Holder surrenders a Security for conversion between the record date for the payment of Conversion is delivered on or after an installment of interest and the Regular Record Date and prior next interest payment date, the Security must be accompanied by payment of an amount equal to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional PaymentsContingent Interest and Liquidated Damages, if any) ), payable on such interest payment date on the Convertible Debentures being principal amount of the Security or portion thereof then converted; provided, which however, that no such payment shall be deemed to be paid in full. If any Convertible Debenture 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 converted, surrendered for conversion on the interest payment date. A Holder may convert a portion of a Security equal to $1,000 or any money deposited with integral multiple thereof. A Security in respect of which a Holder has delivered a Purchase Notice or a Change of Control Purchase Notice exercising the Trustee or with any Paying Agent or so segregated and held in trust for the redemption option of such Convertible Debenture shall (subject Holder to any right of require the Holder of Company to repurchase such Convertible Debenture or any Predecessor Security to receive interest as provided in Section 3.08 or Section 3.09, respectively, of the last paragraph Indenture may be converted only if such notice of Section 307 exercise is withdrawn as provided above and this paragraph) be paid to in accordance with the Company upon Company Request or, if then held by terms of the Company, shall be discharged from such trustIndenture.

Conversion. The A Holder of any Convertible Debenture has the right, exercisable at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of a Note may convert such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof Note (or any portion thereof that is an equal to $1,000 or any integral multiple of $251,000 in excess thereof). The initial Conversion Price is $[•](1) into fully paid and nonassessable shares of Sun Common Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun the Company’s Common Stock), Stock and is subject to adjustment under certain circumstances as set forth provided in Section 1303 and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common StockIndenture. To convert a Convertible DebentureNote, a Holder must (ia) complete and manually sign a the conversion notice substantially in set forth below and deliver such notice to a Conversion Agent and the form attached heretoConversion Agent shall have received such notice, on or prior to 5:00 p.m., New York City time, on such date, (iib) surrender the Convertible Debenture Notes to a be converted to the Conversion AgentAgent 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, (iiic) furnish appropriate endorsements or and transfer documents if required by the Security a Registrar or a Conversion Agent Agent, and (ivd) pay any transfer or similar tax, if required. If A Holder may convert a Notice portion of Conversion a Note equal to $1,000 or any integral multiple thereof. (1) Insert amount equal to 135% of the arithmetic average of the Weighted Average Price of the Common Stock for the five (5) consecutive Trading Days immediately preceding the execution of the Securities Purchase Agreement. For any Interest Payment Date occurring after the fourth semi-annual Interest Payment Date due on September 30, 2009, if a Note is delivered converted on or after the Regular a Record Date and for an interest payment but prior to the subsequent corresponding Interest Payment Date, the Holder will be entitled required to pay the Company, at the time it surrenders such Note for conversion, the amount of Interest on such Notes it will receive the interest payable on the subsequent Interest Payment Date corresponding to the period commencing on the portion of Convertible Debentures to be converted notwithstanding the such conversion thereof prior to date and ending on such Interest Payment Date. Except as otherwise provided in Notwithstanding the immediately preceding sentenceforegoing, if a Note is converted prior to payment of the fourth semi-annual interest payment due on September 30, 2009, and (i) if the Holder indicates that the applicable Conversion Amount shall not include any Interest Make-Whole, then such Holder shall receive, in addition to the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any Company’s Common Stock (or other payment, adjustment securities or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest assets as provided in the last paragraph Indenture) issuable upon such conversion, in cash the LC Amount applicable to such Note or portion of Section 307 such Note, and this paragraph(ii) if the Holder indicates that the applicable Conversion Amount shall include the Interest Make-Whole, then the Letter of Credit shall be paid deduced by the LC Amount applicable to such Note or portion of such Note. A Note in respect of which a Holder had delivered an “Option of Holder to Elect Purchase” form exercising the option of such Holder to require the Company upon Company Request or, to purchase such Note pursuant to an Excess Proceeds Offer or a Change of Control Offer may be converted only if then held by such form is withdrawn in accordance with the Company, shall be discharged from such trustterms of the Indenture.

Conversion. The Holder Subject to and upon compliance with the provisions of any Convertible Debenture the Indenture, the registered holder of this Note has the right, exercisable right at any time on or before 5:00 p.m. (New York City time) the close of business on the Business Day immediately preceding last trading day prior to the date Maturity Date (or in case this Note or any portion hereof is subject to a duly completed election for repurchase, on or before the close of repayment business on the Designated Event Offer Termination Date (unless the Company defaults in payment due upon repurchase)) to convert each $1,000 principal amount of such Convertible Debentures, whether at maturity or upon redemption (either at the option notes into 66.5589 shares of common stock of the Company or pursuant to a Tax Event("Common Stock"), as adjusted from time to convert time as provided in the principal amount thereof Indenture, including with respect to the Make Whole Premium (or any portion thereof that is an integral multiple the "Conversion Rate"), upon surrender of $25) into fully paid and nonassessable shares of Sun Common Stock of this Note to the Company at an initial the office or agency maintained for such purpose (and at such other offices or agencies designated for such purpose by the Company), accompanied by written notice of conversion rate of 1.2419 duly executed (and if the shares of Sun Common Stock for each $25 to be issued on conversion are to be issued in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount any name other than that of the Convertible Debenture converted registered holder of this Note by instruments of transfer, in form satisfactory to the Company, duly executed by the conversion price registered holder or its duly authorized attorney) and, in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will case such surrender shall be made for any fractional interest. The outstanding principal amount during the period from the close of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered business on or after the Regular Record Date and prior to immediately preceding any Interest Payment Date through the subsequent close of business on the last trading day immediately preceding such Interest Payment Date, also accompanied by payment, in funds acceptable to the Holder will be entitled Company, of an amount equal to receive the interest interest, otherwise payable on the subsequent such Interest Payment Date on the portion principal amount of Convertible Debentures this Note then being converted, provided, however, that no such payment need be made if the Notes are surrendered for conversion on or after the final Regular Record Date. Subject to be converted notwithstanding the aforesaid requirement for a payment in the event of conversion thereof prior to such after the close of business on a Regular Record Date immediately preceding an Interest Payment Date, no adjustment shall be made on conversion for interest accrued hereon or for dividends on Common Stock delivered on conversion. Except as otherwise provided in The right to convert this Note is subject to the immediately preceding sentence, provisions of the Indenture relating to conversion rights in the case of certain consolidations, mergers, or sales or transfers of substantially all the Company's assets. The Company shall not issue fractional shares or scrip representing fractions of shares of Common Stock upon any Convertible Debenture which is convertedsuch conversion, interest whose Stated Maturity is after but shall make an adjustment therefore in cash based upon the current market price of the Common Stock on the last trading day prior to the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustconversion.

Conversion. The A Holder of any Convertible a Debenture has the right, exercisable at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of may convert such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) Debenture into fully paid and nonassessable shares of Sun Common Stock of the Company at an any time prior to maturity; provided, however, that if the Debenture is called for redemption, the conversion right will terminate at the close of business on the redemption date for such Debenture (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Debenture is redeemed); provided, further, that if the Holder of a Debenture presents such Debenture for redemption prior to the close of business on the redemption date for such Debenture, the right of conversion shall terminate upon presentation of the Debenture to the Trustee (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate on the close of business on the date such default is cured and such Debenture is redeemed). The initial conversion rate of 1.2419 shares of Sun Common Stock for each price is [$25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 _________] per share of Sun Common Stock)share, subject to adjustment under certain circumstances as set forth in Section 1303 and 1304circumstances. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by the conversion price in effect on the Conversion Date. No payment or adjustment will be made for accrued interest on a converted Debenture or for dividends or distributions on shares of Common Stock issued upon conversion of a Debenture. No fractional shares will be issued upon conversion but a cash adjustment conversion; in lieu thereof, an amount will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by paid in cash based upon the portion closing sale price of the principal amount thereof converted into shares of Sun Common StockStock on the last Trading Day prior to the Conversion Date. To convert a Convertible Debenture, a Holder must (ia) complete and manually sign a the conversion notice substantially in set forth below and deliver such notice to the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iiib) surrender the Debenture to the Conversion Agent, (c) furnish appropriate endorsements or transfer documents if required by the Security Registrar or the Conversion Agent Agent, and (ivd) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or Holder surrenders a Debenture for conversion after the Regular Record Date close of business on the record date for the payment of an installment of interest and prior to before the subsequent Interest Payment Dateclose of business on the related interest payment date then, the Holder will be entitled to receive notwithstanding such conversion, the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the payment date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed paid to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture on such record date. In such event, the Debenture must be accompanied by payment of an amount equal to the interest payable on such interest payment date on the principal amount of the Debenture or portion thereof then converted. A Holder may convert a portion of a Debenture equal to $1,000 or any Predecessor Security integral multiple thereof. A Debenture in respect of which a Holder had delivered a Change in Control Purchase Notice exercising the option of such Holder to receive interest require the Company to purchase such Debenture may be converted only if the Change in Control Purchase Notice is withdrawn as provided above and in accordance with the last paragraph terms of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustIndenture.

Conversion. The Holder of any Convertible Debenture has Subject to the right, exercisable at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option terms and conditions of the Company or pursuant to Indenture, a Tax Event), to Holder may convert the principal amount thereof (or any portion thereof that is an integral multiple each of $25) its Securities into fully paid and nonassessable shares of Sun Common Stock of the Company at an initial conversion rate of 1.2419 [*] shares per $1,000 Principal Amount of Securities (the “Conversion Rate”), at any time prior to the close of business on [*]. The Conversion Rate in effect at any given time is subject to adjustment. A Holder may convert fewer than all of such Holder’s Securities so long as the Securities converted are an integral multiple of $1,000 principal amount. Accrued and unpaid interest and Liquidated Damages, if any, will be deemed paid in full rather than canceled, extinguished or forfeited; provided, that if this Security shall be surrendered for conversion during the period from close of business on any Record Date for the payment of interest through the close of business on the Business Day next preceding the following Interest Payment Date, such Security (or portion thereof being converted) must be accompanied by an amount, in funds acceptable to the Company, equal to the interest payable on such Interest Payment Date on the Principal Amount being converted; provided, however, that no such payment shall be required if there shall exist at the time of conversion a default in the payment of interest on the Securities. In addition, to the extent the Holder elects to convert this Security into shares of Sun Common Stock in connection with a transaction that constitutes a Fundamental Change that occurs on or prior to January 15, 2011, pursuant to which 10% or more of the consideration for each $25 the Common Stock (other than cash payments for fractional shares) in aggregate principal amount such Fundamental Change transaction consists of Convertible Debentures cash or securities (equal or other property) that are not traded or scheduled to be traded immediately following such transaction on a United States national securities exchange or the Nasdaq Global Market, the Company will increase the Conversion Rate for any Securities surrendered for conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 130412.08 of the Indenture. The number [INCLUDE IF SECURITY IS A GLOBAL SECURITY — In the event of shares issuable upon a deposit or withdrawal of an interest in this Security, including an exchange, transfer, repurchase or conversion of a Convertible Debenture is determined by dividing this Security in part only, the principal amount Trustee, as custodian of the Convertible Debenture converted by Depositary, shall make an adjustment on its records to reflect such deposit or withdrawal in accordance with the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion rules and procedures of the principal amount thereof converted into shares Depositary.] If an Event of Sun Common Stock. To convert a Convertible DebentureDefault shall occur and be continuing, a Holder must (i) complete the Principal Amount plus accrued and sign a conversion notice substantially unpaid interest, through such date on all the Securities may be declared due and payable in the form attached hereto, (ii) surrender manner and with the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise effect provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustIndenture.

Conversion. The Subject to compliance with the provisions of the Indenture, a Holder of a Security may convert the principal amount of such Security (or any Convertible Debenture has portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Evergreen Consideration Units at the rightConversion Price in effect at the time of conversion under certain circumstances described in the Indenture; provided, exercisable however, that if the Security is called for redemption or subject to repurchase upon a specific date pursuant to Article V of the Indenture or upon a Change in Control, the conversion right will terminate at any time on or before 5:00 p.m. (New York City time) the close of business on the Business Day immediately preceding the redemption date or the Change in Control Repurchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or purchase (unless the Company shall default in making the redemption payment, Optional Repurchase Price or Change in Control Repurchase Price, as the case may be, when due, in which case the conversion right shall terminate at the close of repayment business on the date such default is cured and such Security is redeemed or purchased). The Company will notify Holders of such Convertible Debentures, whether at maturity any event triggering the right to convert the Security as specified above in accordance with the Indenture. A Security in respect of which a Holder has delivered an Optional Repurchase Notice or upon redemption (either at a Change in Control Repurchase Notice exercising the option of such Holder to require the Company or pursuant to a Tax Event), to convert repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock terms of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each Indenture. The Conversion Price is $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 25.00 per share of Sun Common Stock)Evergreen Consideration Unit, subject to adjustment under certain circumstances as set forth in Section 1303 and 1304circumstances. The number of shares Evergreen Consideration Units issuable upon conversion of a Convertible Debenture Security is determined by dividing the principal amount of the Convertible Debenture Security or portion thereof converted by the conversion price Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment conversion; in lieu thereof, an amount will be made for any fractional interest. The outstanding principal amount paid in cash based upon the closing price (as defined in the Indenture) of any Convertible Debenture shall be reduced by Pioneer Common Stock on the portion of Trading Day immediately prior to the principal amount thereof converted into shares of Sun Common StockConversion Date. To convert a Convertible DebentureSecurity, a Holder must (ia) complete and manually sign a the conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture set forth below and deliver such notice to a Conversion Agent, (iiib) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements or and transfer documents if required by the Security a Registrar or a Conversion Agent Agent, and (ivd) pay any transfer or similar tax, if required. If 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 or subject to repurchase upon a Notice specific date pursuant to Article V of Conversion is delivered the Indenture or upon a Change in Control on a Redemption Date, Optional Repurchase Date or after Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Regular Record Date and prior 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 subsequent 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. If the Company defaults in the payment of interest (including Contingent Interest) payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. A Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the may convert a portion of Convertible Debentures a Security equal to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture $1,000 or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust.integral multiple thereof. ANNEX C

Conversion. The Holder of any Convertible Debenture Note has the right, exercisable exerciseable at any time on or before 5:00 p.m. after 90 days following the Issuance Date and prior to the close of business (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event)Note's maturity, to convert the principal amount thereof (or any portion thereof that is an integral multiple of $251,000) into fully paid and nonassessable shares of Sun Common Stock of at the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price Conversion Price of $20.13 43.29 per share of Sun Common Stock)share, subject to adjustment under certain circumstances as set forth in the Indenture, except that if a Note is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the date fixed for redemption. To convert a Note, a Holder must (1) complete and sign a conversion notice substantially in the form set forth below, (2) surrender the Note to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, 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 will be paid to the registered Holder of such Note on such record date; provided, however, that such Note, when surrendered for conversion, must be accompanied by payment to the Company of an amount equal to the interest payable on such interest payment date on the portion so converted; provided further, however, that such payment to the Company described in the immediately preceding proviso shall not be required in connection with any conversion of a Note that occurs on or after the date that the Company has issued a notice of redemption pursuant to Section 1303 3.03 of the Indenture and 1304prior to the date of redemption. The number of shares issuable upon conversion of a Convertible Debenture Note is determined by dividing the principal amount of the Convertible Debenture Note converted by the conversion price Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount A Note in respect of any Convertible Debenture shall which a Holder has delivered an "Option of Holder to Elect Purchase" form appearing below exercising the option of such Holder to require the Company to purchase such Note may be reduced by converted only if the portion notice of exercise is withdrawn as provided above and in accordance with the terms of the principal amount thereof converted into shares of Sun Common StockIndenture. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date The above description of conversion of such Convertible Debenture shall not be payablethe Notes is qualified by reference to, and is subject in its entirety by, the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided more complete description thereof contained in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustIndenture.

Conversion. The A Holder of a Note may convert the principal amount of such Note (or any Convertible Debenture has the right, exercisable portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to the close of business on the Final Maturity Date, at the Conversion Price then in effect; PROVIDED, HOWEVER, that, if such Note is called for redemption or before 5:00 p.m. (New York City time) submitted or presented for purchase pursuant to Article 3 of the Indenture, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or Change in Control Purchase Date, as the case may be, for such Note or such earlier date of repayment of as the Holder presents such Convertible DebenturesSecurity for redemption or for purchase (unless the Company shall default in making the redemption payment or Change in Control Purchase Price payment when due, whether at maturity or upon redemption (either in which case the conversion right shall terminate at the option close of business on the Company date such default is cured and such Note is redeemed or pursuant to a Tax Eventpurchased, as the case may be), to convert the principal amount thereof (or any portion thereof that . The initial Conversion Price is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 86.10 per share of Sun Common Stock)share, subject to adjustment under certain circumstances as set forth provided in Section 1303 and 1304the Indenture. The number of shares of Common Stock issuable upon conversion of a Convertible Debenture Note is determined by dividing the principal amount of the Convertible Debenture Note or portion thereof converted by the conversion price Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment conversion; in lieu thereof, an amount will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by paid in cash based upon the portion Closing Price (as defined in the Indenture) of the principal amount thereof converted into shares of Sun Common StockStock on the Trading Day immediately prior to the Conversion Date. To convert a Convertible DebentureNote, a Holder must (ia) complete and manually sign a the conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture set forth below and deliver such notice to a Conversion Agent, (iiib) surrender the Note to a Conversion Agent, (c) furnish appropriate endorsements or and transfer documents if required by the Security a Registrar or a Conversion Agent Agent, and (ivd) pay any transfer or similar tax, if required. If 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 Notes or portions thereof called for redemption or subject to purchase upon a Notice 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 Conversion is delivered business on or a regular record date and ending at the opening of business on the first Business Day after the Regular Record Date and prior 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 subsequent Interest Payment Date, the Holder will be entitled Company of an amount equal to receive the interest payable on the subsequent Interest Payment Date such interest payment date on the portion principal amount of Convertible Debentures such Note then being converted, and such interest shall be payable to be converted such registered Holder notwithstanding the conversion thereof prior of such Note, subject to such Interest Payment Datethe provisions of this B-7 Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided If the Company defaults in the immediately preceding sentencepayment of interest payable on such interest payment date, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor promptly repay such funds to such Holder. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. A Note in respect of which a Holder had delivered a Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Note may be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, converted only if any) on the Convertible Debentures being converted, which shall be deemed to be paid Change in full. If any Convertible Debenture called for redemption Control Purchase Notice is converted, any money deposited withdrawn in accordance with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right terms of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustIndenture.

Conversion. The Holder of any Convertible Debenture has the right, exercisable at (a) At any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant prior to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Term Loan Maturity Date and prior to the subsequent Interest Payment DateExchange, (the “Conversion Period”), (i) prior to Shareholder Approval, the Holder will be entitled Agent shall have the right to receive the interest payable on the subsequent Interest Payment Date on the convert any portion of the principal and accrued interest of the Convertible Debentures Term Loans into shares of common stock, no par value of Parent (“Parent Common Stock”) that represent a number of shares not exceeding the Elective Conversion Cap and equaling the total amount of principal and accrued interest of the Convertible Term Loans being converted divided by the Conversion Price (such shares the “Elective Conversion Shares” and such conversion, the “Elective Conversion”) upon Agent’s delivery of notice of its intent to effectuate such conversion and (ii) upon Shareholder Approval the outstanding principal and accrued interest of the Convertible Term Loans shall be automatically converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after on the date of conversion delivery of such Shareholder Approval (in all instances, such date the “Conversion Date”) into shares of Parent Common Stock not exceeding the Automatic Conversion Cap that represent a number of shares equaling the total amount of principal and accrued interest of the Convertible Debenture shall not be payableTerm Loans being converted divided by the Conversion Price (such shares the “Automatic Conversion Shares” and such conversion, the “Automatic Conversion”). (b) [Reserved]. (c) All costs and the Company shall not make nor be required to make any other payment, adjustment or allowance expenses (including filing fees) with respect to accrued but unpaid interest (including Additional Paymentsfilings under any applicable antitrust laws shall be borne by Parent. Parent shall pay any documentary, if any) stamp or similar issue or transfer tax due on the Convertible Debentures being converted, which issue of the Conversion Shares. Parent shall be deemed reserve (and shall keep available and free from preemptive rights) and shall continue to be paid reserve out of its authorized but unissued Parent Common Stock a sufficient number of Parent Common Stock to permit the issuance of the Conversion Shares in full. If . (d) Parent shall (i) issue the Conversion Shares to the Lenders on a pro rata basis based on each Lender’s portion of the outstanding amount of the Convertible Term Loans on the Conversion Date (along with any Convertible Debenture called for redemption is converted, any money deposited share certificates with respect thereto) in accordance with the Trustee or with any Paying Agent or so segregated Convertible Notes and held in trust for the redemption of Subscription Agreement and such Convertible Debenture shall (Conversion Shares shall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable, not subject to any right preemptive rights, and, be free from all taxes, Liens, security interests, charges, and other encumbrances with respect to the issuance thereof, other than taxes in respect of any transfer occurring contemporaneously with such issue and those under applicable federal, state or other securities laws and (ii) provide customary representations and warranties to the Holder of such Convertible Debenture or any Predecessor Security Lenders in connection with the Conversion pursuant to receive interest as provided and in the last paragraph of Section 307 and this paragraph) be paid to form set forth in the Company upon Company Request or, if then held by the Company, shall be discharged from such trustSubscription Agreement.

Conversion. The A Holder of any Convertible Debenture has the right, exercisable at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of a Security may convert such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) Security into fully paid and nonassessable shares of Sun Common Stock common stock of the Company at an any time prior to maturity. The initial conversion rate of 1.2419 shares of Sun Common Stock for each price is $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 17.25 per share of Sun Common Stock)share, subject to adjustment under in certain circumstances as set forth in Section 1303 and 1304events. The To determine the number of shares issuable upon conversion of a Convertible Debenture is determined by dividing Security, divide the principal amount of the Convertible Debenture to be converted by the conversion price in effect on the Conversion Dateconversion date. No fractional shares The Company will be issued upon conversion but deliver a cash adjustment will be made check for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stockshare. To convert a Convertible DebentureSecurity, a Holder must (i1) complete and sign a the conversion notice substantially in on the form attached heretoback of the Security, (ii2) surrender the Convertible Debenture Security to a the Conversion Agent, (iii3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or Conversion Agent and (iv4) pay any transfer or similar tax, tax if required. If No payment or adjustment is to be made on conversion for interest accrued hereon or for dividends on shares of common stock issued on conversion; provided, however, that if a Notice Security is surrendered for conversion after the record date for a payment of Conversion is delivered interest and on or after before the Regular Record Date and prior interest payment date, then, notwithstanding such conversion, the interest falling due to such interest payment date will be paid to the subsequent Interest Payment Date, Person in whose name the Holder will Security is registered at the close of business on such record date and any Security surrendered for conversion during the period from the close of business on any regular record payment date to the opening of business on the corresponding interest payment date must be entitled accompanied by payment of an amount equal to receive the interest payable on the subsequent Interest Payment Date on such interest payment date. A Holder may convert a portion of a Security if the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Dateis $1,000 principal amount or an integral multiple thereof. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and If the Company shall not make nor is a party to a consolidation or merger or a transfer or lease of all or substantially all of its assets, the right to convert a Security into shares of common stock may be required changed into a right to make any convert it into securities, cash or other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right assets of the Holder of such Convertible Debenture Company or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraphanother Person. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, A HOLDER SHALL NOT BE ENTITLED TO EFFECT THE CONVERSION OF, AND NEITHER THE COMPANY, THE CONVERSION AGENT NOR THE REGISTRAR SHALL BE REQUIRED TO TAKE ANY STEPS TO EFFECT THE CONVERSION OF, ANY SECURITY OR SECURITIES OF ANY SERIES IF SUCH CONVERSION, IN THE GOOD FAITH OPINION OF THE BOARD OF DIRECTORS OR AN OFFICER, (A) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustMIGHT CAUSE THE COMPANY TO FAIL TO COMPLY WITH ANY REQUIREMENT NECESSARY FOR THE CONTINUED QUALIFICATION OF THE COMPANY AS A REIT UNDER THE CODE OR (B) WOULD RESULT IN A SINGLE PERSON BEING AN OWNER (OR UPON CONVERSION OF ANY SECURITIES OR CONVERSION OR EXCHANGE OF ANY OTHER SECURITIES OF THE COMPANY THEREUPON BEING AN OWNER) OF MORE THAN 9.8% OF THE COMPANY'S OUTSTANDING COMMON STOCK (INCLUDING THE COMPANY'S COMMON STOCK RESERVED FOR ISSUANCE UPON CONVERSION OF SECURITIES HELD BY SUCH PERSON OR CONVERSION OR EXCHANGE OF OTHER SECURITIES OF THE COMPANY HELD BY SUCH PERSON). ANY ATTEMPTED CONVERSION OF A SECURITY OR SECURITIES BY A HOLDER IN VIOLATION OF THE LIMITS SET FORTH ABOVE SHALL BE NULL AND VOID AB INITIO.

Conversion. The Holder Holders of any Convertible Debenture has Trust Securities, subject to the rightlimitations set forth in this Section, exercisable shall have the right at any time prior to the Conversion Expiration Date, at their option, to cause the Conversion Agent to convert Trust Securities, on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option behalf of the Company or pursuant converting Holders, into shares of Common Stock in the manner described herein on and subject to a Tax Event), to convert the principal amount thereof following terms and conditions: (or any portion thereof that is an integral multiple of $25i) The Trust Securities will be convertible into fully paid and nonassessable shares of Sun Common Stock pursuant to the Holder's direction to the Conversion Agent to exchange such Trust Securities 38 for a portion of the Company Debentures, and immediately convert such amount of Debentures into fully paid and nonassessable shares of Common Stock at an initial conversion rate of 1.2419 ______ shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures Trust Security (equal which is equivalent to a conversion price of $20.13 _____ per share $___ principal amount of Sun Common StockDebentures), subject to adjustment under certain circumstances as adjustments set forth in Section 1303 and 1304the Indenture (as so adjusted, "Conversion Price"). (ii) In order to convert Trust Securities into Common Stock, the Holder of such Trust Securities shall submit to the Conversion Agent an irrevocable Notice of Conversion to convert Trust Securities on behalf of such Holder, together, if the Trust Securities are in certificated form, with such certificates. The Notice of Conversion shall (i) set forth the number of Trust Securities to be converted and the name or names, if other than the Holder, in which the shares issuable of Common Stock should be issued and (ii) direct the Conversion Agent (a) to exchange such Trust Securities for a portion of the Debentures held by the Property Trustee (at the rate of exchange specified in the preceding paragraph) and (b) to immediately convert such Debentures, on behalf of such Holder, into Common Stock (at the conversion rate specified in the preceding paragraph). The Conversion Agent shall notify the Property Trustee of the Holder's election to exchange Trust Securities for a portion of the Debentures held by the Property Trustee and the Property Trustee shall, upon conversion receipt of a Convertible Debenture is determined by dividing such notice, deliver to the Conversion Agent the appropriate principal amount of the Convertible Debenture converted by the conversion price Debentures for exchange in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interestaccordance with this Section. The outstanding principal amount of any Convertible Debenture Conversion Agent shall be reduced by thereupon notify the portion Sponsor of the principal amount thereof converted Holder's election to convert such Debentures into shares of Sun Common Stock. To convert Holders of Trust Securities at the close of business on a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder Distribution payment record date will be entitled to receive the interest payable Distribution paid on such Trust Securities on the subsequent Interest Payment corresponding Distribution Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof of such Trust Securities following such record date but prior to such Interest Payment Distribution Date. Except as otherwise provided in above, neither the immediately preceding sentenceTrust nor the Sponsor will make, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor or be required to make make, any other payment, adjustment allowance or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust.ad-

Conversion. The Subject to the next two succeeding sentences, a Holder of any Convertible Debenture has the right, exercisable at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to Security may convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) it into fully paid and nonassessable shares of Sun Common Stock of the Company at an any time before the close of business on May 8, 2020. If the Security is called for redemption, the Holder may convert it at any time before the close of business on the Redemption Date. A Security in respect of which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture and the Supplemental Indenture. The initial conversion rate of 1.2419 Conversion Rate is 12.3309 shares of Sun Common Stock for each per $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock)1,000 Principal Amount at Maturity, subject to adjustment under in certain circumstances as set forth events described in Section 1303 and 1304the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. In the event the Company exercises its option pursuant to Section 701 of the Supplemental Indenture to have interest in lieu of Original Issue Discount accrue on the Security following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares issuable upon of Common Stock such Holder would have received if the Company had not exercised such option. If the Company exercises such option, Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business of such Interest Payment Date (except Securities to be redeemed on a Convertible Debenture date within such period) must be accompanied by payment of an amount equal to the interest thereon that the registered Holder is determined to receive. Except where Securities surrendered for conversion must be accompanied by dividing the principal amount of the Convertible Debenture payment as described above, no interest on converted Securities will be payable by the conversion price in effect Company on any Interest Payment Date subsequent to the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount date of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stockconversion. To convert a Convertible DebentureSecurity, a Holder must (i1) complete and manually sign the conversion notice below (or complete and manually sign a conversion facsimile of such notice) and deliver such notice substantially in to the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii2) surrender the Security to the Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar Conversion Agent, the Company or Conversion Agent the Trustee and (iv4) pay any transfer or similar tax, if required. If A Holder may convert a Notice portion of Conversion a Security if the Principal Amount at Maturity of such portion is delivered on $1,000 or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder an integral multiple of $1,000. No payment or adjustment will be entitled to receive the interest payable made for dividends on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except Common Stock except as otherwise provided in the immediately preceding sentenceIndenture. On conversion of a Security, that portion of accrued Original Issue Discount (or interest if the Company has exercised its option provided for in paragraph 10 hereof) attributable to the case period from the Issue Date (or, if the Company has exercised the option referred to in paragraph 10 hereof, the later of any Convertible Debenture which is converted, interest whose Stated Maturity is after (x) the date of conversion of such Convertible Debenture exercise and (y) the date on which interest was last paid) through the Conversion Date with respect to the converted Security shall not be payablecancelled, and the Company shall not make nor be required to make any other paymentextinguished or forfeited, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which rather shall be deemed to be paid in fullfull to the Holder thereof through the 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 terms hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount (or interest, if the Company has exercised its option provided for in paragraph 10 hereof) 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 Security being converted pursuant to the provisions hereof. The Conversion Rate will be adjusted for dividends or distributions on Common Stock payable in Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of Common Stock; distributions to all holders of Common Stock of certain rights to purchase Common Stock for a period expiring within 60 days at less than the Quoted Price at the Time of Determination; and distributions to such holders of assets or debt securities of the Company or certain rights to purchase securities of the Company (excluding certain cash dividends or distributions). However, no adjustment need be made if Holders may participate in the transaction or in certain other cases. The Company from time to time may voluntarily increase the Conversion Rate. If any Convertible Debenture called for redemption the Company is converteda party to a consolidation, any money deposited with merger or binding share exchange or a transfer of all or substantially all of its assets, or upon certain distributions described in the Trustee Indenture, the right to convert a Security into Common Stock may be changed into a right to convert it into securities, cash or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right other assets of the Holder of such Convertible Debenture Company or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustanother Person.

Conversion. The Holder of (1) At any Convertible Debenture has one or more times prior to the right, exercisable at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (outstanding of the Credit Facility, the Lender shall be entitled to elect to convert all or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted Credit Facility outstanding at such time (together with all interest accrued and outstanding thereon) (the “Conversion Amount”) into such number (the “Specified Number”) of fully paid and non assessable Common Shares in the capital of the Borrower as is equal to the Conversion Amount divided by the Conversion Price. Such election by the Lender shall be made on notice to the Borrower in accordance with Section 10.12(1) and shall specify the date for conversion price (the “Conversion Date”) and the number of Common Shares beneficially owned by, or under the control or direction of, the Lender. The Conversion Price shall be in effect on Canadian Dollars, and the Conversion Amount for determining the Specified Number of Common Shares, shall be the Equivalent Amount thereof expressed in Canadian Dollars determined as at the Business Day immediately prior to the Conversion Date. No fractional shares . (2) The Conversion Amount in respect of any outstanding balance of the Credit Facility which the Lender may elect to convert will be issued upon conversion but converted into Common Shares at a cash adjustment price per Common Share equal to Conversion Price. On the Conversion Date the Lender will be made deemed to have subscribed for any fractional interest. The outstanding principal the Specified Number of Common Shares at a total subscription price (each, a “Subscription Price”) equal to such Conversion Amount, and the total Subscription Price payable by the Lender to the Borrower in accordance with this Section 2.4(2) will be automatically set off against the full amount of any Convertible Debenture shall be reduced such Conversion Amount owing by the Borrower to the Lender in full payment of each other effective as of the Conversion Date, whereupon the full amount of such Conversion Amount will be deemed to have been paid by the Borrower to the Lender and the total Subscription Price will be deemed to have been paid by the Lender to the Borrower. (3) Notwithstanding any other provisions of this Agreement: no Prepayment Fee, Make Whole Fee or other penalty shall apply to any portion of the principal amount thereof Credit Facility that is converted into shares Common Shares within 24 months of Sun the Initial Closing Date if exercised at the discretion of the Lender. (4) Upon the conversion of a Conversion Amount, the Lender or such other Person as the Lender may direct in writing, subject to the prior approval of the Borrower, not to be unreasonably withheld, shall be entered in the books (including its central securities register) of the Borrower as at the date of conversion as the holder of the number of Common Stock. To convert a Convertible DebentureShares into which such Conversion Amount is convertible and, as soon as practicable, the Borrower shall deliver to the Lender or such other Persons as the Lender may direct in writing, a Holder must certificate or certificates for such Common Shares; provided that the Borrower will not deliver any Common Shares to such other Persons unless such other Persons (i) complete certify either that they are (a) an Accredited Investor or (b) a Qualified Institutional Buyer and sign a conversion notice substantially in the form attached hereto, (ii) surrender provide such other customary representations, warranties and covenants as the Convertible Debenture Borrower determines are reasonably required under U.S. securities law. (5) If and whenever the Borrower shall (a) subdivide or re divide the outstanding Common Shares into a greater number of shares, (b) reduce, combine or consolidate the outstanding Common Shares into a smaller number of shares, or (c) issue any Common Shares to the holders of all or substantially all of the outstanding Common Shares by way of a stock dividend, rights offering or otherwise, the number of Common Shares which may be acquired on conversion of a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable Amount on the subsequent Interest Payment Date date of the subdivision, redivision, reduction, combination or consolidation or on the portion record date for the issue of Convertible Debentures to Common Shares by way of a stock dividend, rights offering or otherwise, as the case may be, shall be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentenceincreased, in the case of any Convertible Debenture the events referred to in (a) and (c) above, in the proportion which is convertedthe number of Common Shares outstanding before the subdivision, interest whose Stated Maturity is redivision or dividend bears to the number of Common Shares outstanding after the date subdivision, redivision or dividend, or shall be decreased, in the case of conversion the events referred to in (b) above, in the proportion which the number of such Convertible Debenture shall not be payableCommon Shares outstanding before the reduction, and combination, or consolidation bears to the Company shall not make nor be required to make any other paymentnumber of Common Shares outstanding after the reduction, adjustment combination or allowance with respect to accrued but unpaid interest (including Additional Paymentsconsolidation. Any issue of Common Shares by way of a stock dividend, if any) on the Convertible Debentures being converted, which rights offering or similar type of transaction shall be deemed to have been made on the record date fixed for the purpose of calculating the number of outstanding Common Shares under this Section 2.4(5). For greater certainty, an equity issuance, issuance of securities for value, dividend reinvestment plan or similar transaction will not trigger the re adjustment provisions of this Section 2.4(5). (6) In the case of any reclassification of the Common Shares at any time outstanding (other than any subdivision or consolidation of Common Shares into a greater or lesser number of Common Shares) or change of the Common Shares into other shares, or in case of a corporate reorganization of the Borrower (other than a corporate reorganization which does not result in a reclassification of the outstanding Common Shares or a change of the Common Shares into other shares), the Lender shall be entitled to receive upon conversion, and shall accept, in lieu of the number of Common Shares to which they were previously entitled upon such conversion, the kind and amount of shares, warrants and other securities or property which the Lender would have been entitled to receive as a result of the corporate reorganization if, on the effective date, it had been the registered holder of the number of Common Shares to which it was previously entitled upon conversion. If necessary, appropriate adjustments shall be made in the application of the provisions set forth in this Section 2.4 with respect to the rights and interests thereafter of the Lender so that the provisions set forth in this Section 2.4 shall thereafter correspondingly be made applicable as nearly as may be possible in relation to any shares or other securities or property thereafter deliverable upon the conversion of the applicable Conversion Amount. (7) The adjustments provided for in this Section 2.4 are cumulative and shall apply to successive subdivisions, re-divisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 2.4, provided that, notwithstanding any other provision of this Section 2.4 an adjustment is subject to Exchange approval and, subject to the rules and policies of the Exchange, no adjustment shall be made which would result in an increase in the Conversion Price (except on a combination or consolidation of the outstanding Common Shares) and no adjustment of the Conversion Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Conversion Price then in effect; provided, however, that any adjustments which by reason of this Section 2.4(7) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (8) If any question arises with respect to the adjustments provided in this Section 2.4, such question shall be conclusively determined by a firm of chartered accountants (who may be the Borrower’s auditors) appointed by the Borrower and acceptable to the Lender acting reasonably. Such chartered accountants shall be given access to all necessary records of the Borrower and their determination shall be binding upon the Borrower and the Lender. (9) The Borrower shall not be required to issue fractional Common Shares upon the conversion of a Conversion Amount. In lieu of the Borrower issuing a fractional Common Share, the Borrower shall round such fractional Common Share down to the next whole Common Share and such fractional amount shall be paid in full. If cash to the Lender. (10) The Borrower shall, from time to time as soon as practicable in advance of the occurrence of any Convertible Debenture called event which will require an adjustment or readjustment as provided in this Section 2.4, deliver a certificate of the Borrower to the Lender specifying the nature of the event requiring the same and the amount of the necessary adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of chartered accountants (who may be the Borrower’s auditors) appointed by the Borrower and acceptable to the Lender acting reasonably and such certificate shall be conclusive and binding on all parties in interest absent manifest error. (11) The Borrower shall give notice to the Lender of its intention to fix a record date for redemption is convertedany event mentioned in this Section 2.4 which may give rise to an adjustment in the number of Common Shares which may be acquired on conversion of a Conversion Amount, any money deposited with and, in each case, the Trustee or with any Paying Agent or so segregated notice shall specify the particulars of the event and held in trust the record date and the effective date for the redemption event; provided that the Borrower shall only be required to specify in the notice such particulars of the event as shall have been fixed and determined on the date on which such Convertible Debenture notice is given. Such notice shall be given not less than 10 Business Days prior to the applicable record date. (subject 12) The Borrower shall at all times reserve and keep available out of its authorized Common Shares and solely for the purpose of conversion as in this Section 2.4, and conditionally allot to the Lender, such number of Common Shares as shall then be issuable upon the exercise of any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then conversion held by the CompanyLender hereunder, including without limitation upon the conversion of each Conversion Amount. The Borrower covenants with the Lender that all Common Shares which shall be discharged so issuable shall be duly and validly issued as fully paid and non assessable. (13) The Borrower shall: (a) use commercially reasonable efforts to preserve and maintain its corporate existence and listing on the Exchange; and (b) use commercially reasonable efforts to make all requisite filings under applicable Securities Laws and the respective regulations made thereunder including those necessary to remain a reporting issuer not in default of any requirement of those acts and regulations, provided that, for greater certainty, the covenants in this Section (13) shall not prevent the Borrower from completing any transaction or ceasing to be a reporting issuer if doing so is determined by the Borrower’s board of directors as being in the best interests of the Borrower and any approvals required therefor under applicable corporate and Securities Laws and the policies of the Exchange have been obtained. (14) The Lender covenants and agrees with the Borrower that, for as long as there is any principal amount outstanding of the Credit Facility, it and its Affiliates, are prohibited from, directly or indirectly, holding any “short positions”, entering into any forward contract, equity swap, put, call, collar, or similar transaction or any other arrangement that results in a gain only if the value of the Borrower’s securities declines in the future, on any securities of the Borrower or any of its successors, including without limitation the Common Shares. (15) The Lender represents and warrants that as of the date of this Agreement and the Initial Closing Date that the Lender is eligible for the prospectus exemption provided by Section 2.3 of National Instrument 45-106 – Prospectus Exemptions and has entered into this Agreement as principal. The Lender is an “accredited investor” in reliance on paragraph (m) of the definition of “accredited investor” in Section 1.1 of NI 45-106 and was not created or used solely to purchase or hold securities as an accredited investor under that paragraph (m). The Lender is not an “insider” of the Borrower or a “registrant” (each as defined under Securities Laws). (16) The Lender covenants and agree with the Borrower that at any time it makes any election to receive Conversion Shares pursuant to Section 2.4(1), it will complete, execute and deliver to the Borrower an Institutional Accredited Investor Letter in the form attached hereto as Schedule G. (17) Notwithstanding any other provision of this Agreement, but subject to this Section 2.4(17), the aggregate number of Lender’s Shares issuable upon Conversion and upon the exercise of the Prepayment Warrants and the COF Warrants shall not exceed Common Shares, as adjusted on a proportionate basis to reflect any Security Structure Event, unless and to the extent the Borrower has obtained approval by its shareholders for the issuance of additional Lender’s Shares in a manner and form required by the Exchange or has otherwise obtained the approval of the Exchange to issue such trustCommon Shares without shareholder approval. (18) In the event that a Conversion and/or exercise of Prepayment Warrants would result in the Lender becoming an “Insider” (as defined in rules and policies of the Exchange) of the Borrower, such Conversion and/or exercise of Prepayment Warrants in excess of the relevant threshold will be postponed and will not be effective until the Exchange has approved a personal information form, or waived the requirement therefor, in respect of the Lender. In addition, in the event that a Conversion and/or exercise of Prepayment Warrants would “materially affect control” (as defined in the rules and policies of the Exchange) of the Borrower, and/or result in the Lender becoming a “control person” (as defined in the Securities Act), such Conversion and/or exercise of Prepayment Warrants in excess of the relevant threshold will be postponed and will not be effective until the Parties comply with all requirements under Securities Laws, as applicable. For greater certainty, if a Conversion and/or exercise of Prepayment Warrants is postponed, such postponement will not constitute an Event of Default. (19) The Lender acknowledges that the Borrower may refuse, in whole or in part, a Conversion and/or exercise of Prepayment Warrants that violates the limitations in Section 2.4(17) or Section 2.4(18).

Conversion. The Subject to and in compliance with the provisions of the Indenture (including without limitation the conditions of conversion of this Security set forth in Article 11 thereof), the Holder of any Convertible Debenture hereof has the right, exercisable at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event)its option, to convert the principal amount thereof (hereof or any portion thereof that of such principal which is an integral $1,000 or a multiple thereof, into, subject to Section 11.01 of $25) into fully paid the Indenture, cash and nonassessable shares of Sun Common Stock, if any, at the Conversion Rate. The initial Conversion Rate (the “Initial Conversion Rate”) is 51.5318 shares of Common Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each per $25 in aggregate 1,000 principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock)Securities, subject to adjustment under in certain circumstances as set forth events described in Section 1303 and 1304the Indenture. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing Upon conversion, the Company shall deliver, for each $1,000 principal amount of Securities being converted, cash and shares of Common Stock, if any, equal to the Convertible Debenture converted by Settlement Amount in accordance with the conversion price in effect on the Conversion DateIndenture. No fractional shares will be issued upon any conversion, but an adjustment and payment in cash will be made, as provided in the Indenture, in respect of any fraction of a share which would otherwise be issuable upon the surrender of any Securities for conversion. Securities in respect of which a Holder is exercising its right to require repurchase on a Fundamental Change Repurchase Date or Repurchase Date may be converted only if such Holder withdraws its election to exercise such right in accordance with the terms of the Indenture. In the event of a deposit or withdrawal of an interest in this Security, including an exchange, transfer, repurchase or conversion but of this Security in part only, the Trustee, as custodian of the Depositary, shall make an adjustment on its records to reflect such deposit or withdrawal in accordance with the rules and procedures of the Depositary. If an Event of Default shall occur and be continuing, the principal amount plus Interest through such date on all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and any Subsidiary Guarantors and the rights of the Holders of the Securities under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a cash adjustment majority in aggregate principal amount of the Outstanding Securities. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Outstanding Securities, on behalf of the Holders of all the Securities, to waive compliance by the Company and any Subsidiary Guarantors with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of any provision of or applicable to this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities, the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity satisfactory to it, the Trustee shall not have received from the Holders of a majority in principal amount of Outstanding Securities a direction inconsistent with such request, and the Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of the principal amount, Redemption Price, Fundamental Change Repurchase Price hereof on or after the respective due dates expressed herein or to convert the Securities in accordance with Article 11. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal amount, Redemption Price, Fundamental Change Repurchase Price or Repurchase Price of, and Interest on, this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities are issuable only in registered form in denominations of $1,000 and any multiple of $1,000 above that amount, as provided in the Indenture and subject to certain limitations therein set forth. Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any fractional interest. The outstanding principal amount such registration of any Convertible Debenture shall be reduced by transfer or exchange, but the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete Company and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar may require payment of a sum sufficient to cover any tax or Conversion Agent and (iv) pay any transfer or similar taxother governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, the Trustee and the Security Registrar and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be discharged from such trustaffected by notice to the contrary. All terms used in this Security that are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Conversion. The Subject to and in compliance with the provisions of the Indenture, the Holder of any Convertible Debenture Security has the right, exercisable at any time on or before 5:00 p.m. prior to the close of business (New York City time) on the date of the Security's maturity (or, in the case of Securities called for redemption, prior to the close of business on the Business Day immediately preceding prior to the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Eventcorresponding Redemption Date), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $2550) into fully paid and nonassessable shares of Sun Fleetwood Common Stock of at the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 48.72 per share of Sun Fleetwood Common Stock), subject to adjustment under certain circumstances circumstances. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular 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 will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as set forth in Section 1303 and 1304the case may be, despite such conversion. In such event, such Security, 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. The number of shares issuable upon conversion of a Convertible Debenture Security is determined by dividing the principal amount of the Convertible Debenture Security converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture Security shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust.

Conversion. The Holder Holders of any Convertible Debenture has Trust Securities, subject to the rightlimitations set forth in this Section, exercisable shall have the right at any time prior to the Conversion Expiration Date, at their option, to cause the Conversion Agent to convert Trust Securities, on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option behalf of the Company or pursuant converting Holders, into shares of Common Stock in the manner described herein on and subject to a Tax Event), to convert the principal amount thereof following terms and conditions: (or any portion thereof that is an integral multiple of $25i) The Trust Securities will be convertible into fully paid and nonassessable shares of Sun Common Stock pursuant to the Holder's direction to the Conversion Agent to exchange such Trust Securities for a portion of the Company Debentures, and immediately convert such amount of Debentures into fully paid and nonassessable shares of Common Stock at an initial conversion rate of 1.2419 2.6876 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures Trust Security (equal which is equivalent to a conversion price of $20.13 18.604 per share $50 principal amount of Sun Common StockDebentures), subject to adjustment under certain circumstances as adjustments set forth in Section 1303 and 1304the Indenture (as so adjusted, "Conversion Price"). (ii) In order to convert Trust Securities into Common Stock, the Holder of such Trust Securities shall submit to the Conversion Agent an irrevocable Notice of Conversion to convert Trust Securities on behalf of such Holder, together, if the Trust Securities are in certificated form, with such certificates. The Notice of Conversion shall (i) set forth the number of Trust Securities to be converted and the name or names, if other than the Holder, in which the shares issuable of Common Stock should be issued and (ii) direct the Conversion Agent (a) to exchange such Trust Securities for a portion of the Debentures held by the Property Trustee (at the rate of exchange specified in the preceding paragraph) and (b) to immediately convert such Debentures, on behalf of such Holder, into Common Stock (at the conversion rate specified in the preceding paragraph). The Conversion Agent shall notify the Property Trustee of the Holder's election to exchange Trust Securities for a portion of the Debentures held by the Property Trustee and the Property Trustee shall, upon conversion receipt of a Convertible Debenture is determined by dividing such notice, deliver to the Conversion Agent the appropriate principal amount of the Convertible Debenture converted by the conversion price Debentures for exchange in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interestaccordance with this Section. The outstanding principal amount of any Convertible Debenture Conversion Agent shall be reduced by thereupon notify the portion Depositor of the principal amount thereof converted Holder's election to convert such Debentures into shares of Sun Common Stock. To convert Holders of Trust Securities at the close of business on a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder Distribution payment record date will be entitled to receive the interest payable Distribution paid on such Trust Securities on the subsequent Interest Payment corresponding Distribution Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof of such Trust Securities following such record date but prior to such Interest Payment Distribution Date. Except as otherwise provided in above, neither the immediately preceding sentenceTrust nor the Depositor will make, in the case or be required to make, any payment, allowance or adjustment upon any conversion on account of any Convertible Debenture accumulated and unpaid Distributions whether or not in arrears accrued on the Trust Securities surrendered for conversion, or on account of any accumulated and unpaid dividends on the shares of Common Stock issued upon such conversion. Trust Securities shall be deemed to have been converted immediately prior to the close of business on the day on which an irrevocable Notice of Conversion relating to such Trust Securities is converted, interest whose Stated Maturity is after received by the Conversion Agent in accordance with the foregoing provision (the "Conversion Date"). The Person or Persons entitled to receive the Common Stock issuable upon conversion of the Debentures shall be treated for all purposes as the record holder or holders of such Common Stock on the date of conversion conversion. As promptly as practicable on or after the Conversion Date, the Depositor shall issue and deliver at the office of the Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon such Convertible Debenture shall not be payableconversion, and together with the Company shall not make nor be required to make any other cash payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same, unless otherwise directed by the Holder in the notice of conversion and the Conversion Agent shall distribute such certificate or certificates to such Person or Persons. (iii) On and after December 2, 1999, the Depositor may, at its option, cause the conversion rights of holders of the Debentures (and the corresponding conversion rights of Holders of Trust Securities) to expire; provided, however, that the Depositor may exercise this option only if for 20 trading days within any period of 30 consecutive trading days, including the last trading day of such period, the Current Market Price of Common Stock exceeds 120% of the Conversion Price. In order to exercise its option to terminate the conversion rights of the Debentures, the Depositor must issue a press release for publication on the Convertible Dow ▇▇▇▇▇ News Service announcing the Conversion Expiration Date prior to the opening of business on the second trading day after any period in which the condition in the preceding sentence has been met, but in no event prior to December 2, 1999. The press release shall announce the Conversion Expiration Date (which may not occur sooner than 30 nor more than 60 days after the Depositor issues the press release announcing its intention to terminate the conversion rights of the Debentures) and provide the current Conversion Price and Current Market Price of Common Stock, in each case as of the close of business on the trading day next preceding the date of the press release. Conversion rights will terminate at the close of business on the Conversion Expiration Date. The Depositor, or at the request of the Depositor, the Property Trustee shall send notice of the expiration of conversion rights by first-class mail to the Holders of the Trust Securities and the holders of the Debentures being convertednot more than four Business Days after the Depositor issues the press release or, if the Property Trustee is requested to send such notice, which shall be deemed on the date of such press release, after the Depositor delivers written instructions to the Property Trustee containing the information required by the next sentence to be in the notice. Such mailed notice of the expiration of the conversion rights of the Holders shall state: (A) the Conversion Expiration Date; (B) the Conversion Price of the Trust Securities and the Current Market Price of the Common Stock, in each case as of the close of business on the Business Day next preceding the date of the notice of expiration of the conversion rights of the Holders; (C) the place or places at which Trust Securities may be surrendered prior to the Conversion Expiration Date for certificates representing shares of Common Stock; and (D) such other information or instructions as the Depositor deems necessary or advisable to enable a Holder to exercise its conversion right hereunder. No defect in the notice of expiration of the conversion rights of the Holders or in the mailing thereof with respect to any Trust Security shall affect the validity of such notice with respect to any other Trust Security. As of the close of business on the Conversion Expiration Date, the Debentures (and correspondingly, the Trust Securities) shall no longer be convertible into Common Stock. In the event that the Depositor does not exercise its option to terminate the conversion rights of the Debentures, the Conversion expiration Date with respect to the Trust Securities will be the close of business two Business Days preceding the date set for redemption of the Trust Securities upon the mandatory or optional redemption of the Debentures. (iv) Each Holder of a Trust Security by its acceptance thereof initially, pursuant to the Amended and Restated Trust Agreement of the Old Trust, appointed IBJ ▇▇▇▇▇▇▇▇ Bank & Trust Company not in its individual capacity but solely as conversion agent (the "Conversion Agent") for the purpose of effecting the conversion of Trust Securities in accordance with this Section. IBJ ▇▇▇▇▇▇▇▇ Bank & Trust Company, not in its individual capacity but solely as Conversion Agent shall remain the Conversion Agent under this Trust Agreement. In effecting the conversion and transactions described in this Section, the Conversion Agent shall be acting as agent of the Holders of Trust Securities directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Trust Securities from time to time for Debentures held by the Trust in connection with the conversion of such Trust Securities in accordance with this Section and (ii) to convert all or a portion of the Debentures into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Section and to deliver to the Property Trustee any new Debenture or Debentures for any resulting unconverted principal amount delivered to the Conversion Agent by the Debenture Trustee. (v) No fractional shares of Common Stock will be issued as a result of conversion, but, in lieu thereof, such fractional interest will be paid in full. If any Convertible Debenture called for redemption is cash by the Depositor to the Conversion Agent in an amount equal to the Current Market Price of the fractional share of the Common Stock, and the Conversion Agent will in turn make such payment to the Holder or Holders of Trust Securities so converted, any money deposited with . (vi) Nothing in this Section 4.3 shall limit the requirement of the Trust to withhold taxes pursuant to the terms of the Trust Securities or as set forth in this Agreement or otherwise required of the Property Trustee or with the Trust to pay any Paying Agent or so segregated and held in trust for the redemption amounts on account of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustwithholdings.

Conversion. (a) The Holder holder of any Convertible Debenture has the right, exercisable this Security is entitled at any time and before the close of business on March 15, 2005 (or, in case this Security or before 5:00 p.m. a portion hereof is called for redemption or the holder hereof has exercised his right to require the Company to repurchase this Security or a portion hereof, then in respect of this Security or such portion hereof, as the case may be, until and including, but (New York City timeunless the Company default in making the payment due upon redemption or repurchase, as the case may be) not after, the close of business on the Business Day immediately preceding redemption date or the date of repayment of such Convertible DebenturesRepurchase Date, whether at maturity or upon redemption (either at as the option of the Company or pursuant to a Tax Event), case may be) to convert this Security (or any Portion of the principal amount thereof (or any portion thereof hereof that is an integral multiple of $25) 1,000), into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of Sun a share) of Common Stock of the Company Company), at an initial conversion the rate of 1.2419 62.8931 shares of Sun Common Company Stock for each $25 in aggregate 1,000 principal amount of Convertible Debentures Security (equal or at the current adjusted rate if an adjustment has been made as provided below) (the "Conversion Rate") by surrender of this Security, duly endorsed or assigned to a conversion price of $20.13 per share of Sun Common Stock)the Company or in blank to the Company at the Designated Office, subject accompanied by written notice to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the Company that the holder hereof elects to convert this Security (or if less than the entire principal amount of the Convertible Debenture converted by the conversion price in effect on the Conversion Date. No fractional shares will hereof is to be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by converted, specifying the portion hereof to be converted). Upon surrender of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the this Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Datefor conversion, the Holder holder will be entitled to receive the interest payable accruing on the subsequent Interest Payment principal amount of this Security then being converted from the interest payment date next preceding the date of such conversion to such date of conversion. No payment or adjustment is to be made on conversion for dividend on the Common Stock issued on conversion hereof. No fractions of shares or scrip representing fraction of shares will be issued on conversion, but instead of any fractional interest, the Company shall pay cash adjustment, computed on the basis of the Closing price of the Common Stock on the date of conversion, or, at its option, the Company shall round up the next higher whole share. (b) The Conversion Rate shall be subject to adjustments from time to time as follows: (1) In case the Company shall pay or make a dividend or other distribution on any class of capital stock of the Company payable in shares of Common Stock, the Conversion Rate in effect at the opening of business on the day following the Determination Date for such dividend or other distribution shall be increased by dividing such Conversion Rate by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on such Determination Date and the denominator shall be the sum of such number of shares and the total number of shares constitution such dividend or other distribution, such increase to become effective immediately after the opening of business on the day following such Determination Date. For the purposes of this paragraph (1), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. The Company will not pay any dividend or make any distribution on shares of Common Stock field in the treasury of the Company. (2) Subject to the last sentence of paragraph (7) of this Section 2(b), in case the Company shall issue rights, options or warrants to all holders of its Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the current market price per share (determined as provided in paragraph (8) of this Section 2(b)) of the Common Stock on the Determination Date for such distribution (other than Common Stock issued pursuant to employee stock option or stock incentive plans), the Conversion Rate in effect at the opening of business on the (lay following such Determination Date shall be increased by dividing such Conversion Rate by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on such Determination Date plus the number of shares of Common Stock which the aggregate of the offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at such current market price and the denominator shall be the number of shares of Common Stock outstanding at the close of business on such Determination Date plus the number of shares of Common Stock so offered for subscription or purchase, such increase to become effective immediately after the opening of business on the day following such Determination Date. For the purposes of this paragraph (2), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. The Company will not issue any rights, options or warrants in respect of shares of Common Stock held in the treasury of the Company. (3) In case outstanding shares of Common Stock shall be subdivided into a greater number of shares of Common Stock, the Conversion Rate in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately increased, and, conversely, in case outstanding shares of Common Stock shall each be combined into a smaller number of shares of Common Stock, the Conversion Rate in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately reduced, such increase or reduction, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective. (4) Subject to the last sentence of paragraph (7) of this 2(b), in case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness, shares of any class of capital stock, or other property (including securities, but excluding (i) any rights, options or warrants referred to in paragraph (2) of this Section 2(b) (ii) any dividend or distribution paid exclusively in cash, (iii) any dividend or distribution referred to in paragraph (1) of this Section 2(b) and (iv) any merger or consolidation to which Section 2(h) applies), the Conversion Rate shall be adjusted so that the same shall equal the rate determined by dividing the Conversion Rate in effect immediately prior to the close of business on the Determination Date for such distribution by a fraction of which the numerator shall be, the current market price per share (determined as provided in paragraph (8) of this Section 2(b)) of the Common Stock on such Determination Date less the then fair market value (as determined in good faith by the Board of Directors of the Company) of the portion of Convertible Debentures the assets, shares or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator shall be such current market price per share of the Common Stock, such adjustment to become effective immediately prior to the opening of business on the day following such, Determination ]Date. If the Board of Directors determines the fair market value of any distribution for purposes of this paragraph (,4) by reference to the actual or when issued trading market for any securities comprising such distribution, it must in doing so consider the prices in such market over the same period used in computing the current market price per share pursuant to paragraph (8) of this Section 2(b). (5) In case the Company shall, by dividend or otherwise, make a (,ash Distribution, then, and in each such case, immediately after the close of business on the Determination Date for such Cash Distribution, the Conversion Rate shall be adjusted so that the same shall equal the rate determined by dividing the Conversion Rate in effect immediately prior to the close of business on such Determination Date by a fraction (a) the numerator of which shall be equal to the current market price per share (determined as provided in paragraph (8) of this Section 2(b)) of the Common Stock on such Determination Date less an, amount equal to the quotient of (1) the amount of such Cash Distribution divided by (2) the number of shares of Common Stock outstanding on such Determination Date and (b) the denominator of which shall be equal to the current market price per share (determined as provided by paragraph (8) of this Section 2(b)) of the Common Stock on such Determination Date. (6) In case the Company or any Subsidiary shall make an Excess Purchase Payment, then, and in each such case, immediately prior to the opening of business on the day after the tender offer in respect of which such Excess Purchase Payment is to be converted notwithstanding made expires, the conversion thereof Conversion Rate shall be adjusted so that the same shall equal the rate determined by dividing the Conversion Rate in effect immediately prior to the close of business on the Determination Date for such Interest tender offer by a fraction (a) the numerator of which shall be equal to the product of (A) the number of shares of Common Stock outstanding (including any tendered shares) at such Determination Date less (B) the amount of such Excess Purchase Payment Date. Except and (b) the denominator of which shall be equal to the product of (X) the current market price per share of the Common Stock (determined as otherwise provided in paragraph (8) of this Section 2(b) as of such Determination Date multiplied by (Y) the immediately preceding sentence, in number of shares of Common Stock outstanding (including any tendered shares) as of the case Determination Date less the number of all shares validly tendered and not withdrawn as of the Determination Date. (7) The reclassification of Common Stock into securities other than Common Stock (other than any Convertible Debenture reclassification upon a consolidation or merger to which is converted, interest whose Stated Maturity is after Section 2(h) applies) shall be deemed to involve (a) a distribution of such securities other than Common Stock to all holders of Common Stock (and the effective date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which reclassification shall be deemed to be paid the Determination Date), and (b) a subdivision or combination, as the case may be, of the number of shares of Common Stock outstanding immediately prior to such reclassification into the number of shares of Common Stock outstanding immediately thereafter (and the effective date of such reclassification shall be deemed to be "the day upon which such subdivision becomes effective" or "the day upon which such combination becomes effective", as the case may be, and "the day upon which such subdivision or combination becomes effective" within the meaning of paragraph (3) of this Section 2(b)). Rights or warrants issued by the Company to all holders of its Common Stock entitling the holders thereof to subscribe for or purchase shares of Common Stock, which rights or warrants (i) are deemed to be transferred with such shares of Common Stock, (ii) are not exercisable and (iii) are :also issued in full. If respect of future issuances of Common Stock, in each case in clauses (i) through (iii) until the occurrence of a specified event or events ("Trigger Event"), shall for purposes of this Section 2(b) not be deemed issued until the occurrence of the earliest Trigger Event. (8) For the purpose of any Convertible Debenture called for redemption is convertedcomputation under paragraphs (2), (4), (5) or (6) of this Section 2(b) the current market price per share of Common Stock on any money deposited with date shall be calculated by the Trustee or with any Paying Agent or so segregated Company and held in trust be deemed to be the average of the daily Closing Prices for the redemption five consecutive Trading Days selected by the Company commencing not more than 10 Trading Days before, and ending not later than, the earlier of the day in question and the day before the "ex" date with respect to the issuance or distribution requiring such Convertible Debenture computation. For purposes of this paragraph, the term "ex" date, when used with respect to any issuance or distribution, means the first date on which the Common Stock trades regular way in the applicable securities market or on the applicable securities exchange without the right to receive such issuance or distribution. (9) No adjustment in the Conversion Rate shill be required unless such adjustment (plus any adjustments not previously made by reason of this paragraph (9)) would require an increase or decrease of at least one percent in such rate; PROVIDED, HOWEVER, that any adjustments which by reason of this paragraph (9) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 2 shall be made to the nearest cent or to the nearest hundredth of a share, as the case may be. (10) The Company may make such increases in the Conversion Rate, for the remaining term of the Securities or any shorter term in addition to those required by paragraph (10, (2), (3), (4), (5) and (6) of this Section 2(b) as it considers to be advisable in order to avoid or diminish any income tax to any holders of shares of Common Stock resulting from any dividend or distribution of stock or issuance of rights or warrants to purchase or subscribe for stock or from any event treated as such for income tax purposes. (11) In addition to the foregoing adjustments, as of the opening of business on the reset Date, the Conversion Rate will be adjusted to equal $1,000 divided by the product of 1.20 and the average Closing Price of the Common Stock for the immediately preceding five Trading Days, provided that such Conversion Rate computed pursuant to this paragraph (11) shall not be less than 52.4109 nor exceed 78.6164. The adjustment required pursuant to this paragraph (11) will not be subject to any right the limitation set forth in paragraph (9) of the Holder this Section 2(b). Upon surrender of such Convertible Debenture or any Predecessor this Security to receive interest the Company at any time after the Reset Date, the Company will issue in exchange a new Security of like tenor and principal amount, but restated to reflect the new Conversion Rate. (c) Whenever the Conversion Rate is adjusted as provided in Section 2(b), the last paragraph Company shall compute the adjusted Conversion Rate in accordance with Section 2(b) and shall prepare a certificate signed by the chief financial officer of Section 307 the Company setting forth the adjusted Conversion Rate and this paragraph) be paid showing in reasonable detail the facts upon which such adjustment is based, and shall promptly deliver such certificate to the holder of this Security. (d) In case: (1) the Company upon shall declare a dividend or other distribution on its Common Stock payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount that would require any adjustment pursuant to Section 2(b); or (2) the Company Request shall authorize the granting to the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than Common Stock issued pursuant to employee stock option or stock incentive plans); or (3) of any reclassification of the Common Stock of the Company, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required, or of the conveyance, sale, transfer or lease of all or substantially all of the assets of the Company; or (4) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (5) the Company or any Subsidiary shall commence a tender offer for all or a portion of the Company's outstanding shares of Common Stock (or shall amend any such tender offer); then the Company shall cause to be delivered to the holder of this Security, at least 20 days (or 10 days in any case specified in clause (1) OR (2) above) prior to the applicable record, expiration or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, rights, options or warrants, or, if then held by a record is not to be taken, the Companydate as of which the holders of Common-Stock of record to be entitled to such dividend, shall distribution,, rights, options or warrants are to be discharged from determined, (y) the date on which the right to make tenders under such trust.tender off

Conversion. The Holder Series C Preferred Shares shall automatically convert into Common Shares, as follows: (a) If the Corporation fails to send to the holders of Series C Preferred Shares a Redemption Notice or sends a Conversion Notice as provided in Section 5(a), each Series C Preferred Share will automatically be converted into the number of fully paid and non-assessable Common Shares obtained by dividing the aggregate Liquidation Preference of such Series C Preferred Shares by the Conversion Price. (i) Holders of Series C Preferred Shares at the close of business on any Dividend Payment Record Date shall be entitled to receive the dividend payable on such shares on the corresponding Dividend Payment Date notwithstanding the conversion thereof (and of any Convertible Debenture has accrued and unpaid dividends to the rightdate of conversion) following such Dividend Payment Record Date and prior to such Dividend Payment Date. A holder of Series C Preferred Shares on a Dividend Payment Record Date whose Series C Preferred Shares are converted into Common Shares on such Dividend Payment Date will receive the dividend payable by the Corporation on such Series C Preferred Shares on such date, exercisable and the converting holder need not pay to the Corporation the amount of such dividend upon conversion. (b) Each conversion shall be deemed to have been effected immediately prior to the close of business on the Election Date, and the person or persons in whose name or names any Common Shares shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the Common Shares represented thereby at such time on such date, and such conversion shall be at the Conversion Price in effect at such time and on such date unless the stock transfer books of the Corporation shall be closed on that date, in which event such person or persons shall be deemed to have become such holder or holders of record at the close of business on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date on which such notice of conversion shall have been received by the Corporation. (c) No fractional shares or scrip representing fractions of Common Shares shall be issued upon conversion of the Series C Preferred Shares. Instead of any fractional interest in a Common Share that would otherwise be deliverable upon the conversion of a Series C Preferred Share, the Corporation shall pay to the holder of such Series C Preferred Share an amount in cash based upon the Current Market Price of Common Shares on the Trading Day immediately preceding the date of conversion. If more than one Series C Preferred Share shall be converted at one time by the same holder, the number of full Common Shares issuable upon conversion thereof shall be computed on the basis of the aggregate number of Series C Preferred Shares so surrendered. (d) The Fixed Conversion Price shall be adjusted from time to time as follows: (i) If, after the Issue Date, the Corporation (A) pays a dividend or make a distribution on its shares of capital stock in Common Shares, (B) subdivides its outstanding Common Shares into a greater number of shares, (C) combines its outstanding Common Shares into a smaller number of shares or (D) issues any shares of capital stock by reclassification of its Common Shares (the events set forth in clauses (A), (B), (C) and (D) above being hereinafter referred to as the “Common Share Events”), the Fixed Conversion Price shall be adjusted so that the holder of any Series C Preferred Share thereafter surrendered for conversion shall be entitled to receive the number of Common Shares that such holder would have owned or have been entitled to receive after the happening of any of any Common Share Event, had such Series C Preferred Share been converted immediately prior to the record date in the case of a dividend or distribution or the effective date in the case of a subdivision, combination or reclassification. An adjustment made pursuant to this subparagraph (i) shall become effective immediately upon the opening of business on the day next following the record date (subject to paragraph (h) below) in the case of a dividend or distribution and shall become effective immediately upon the opening of business on the day next following the effective date in the case of a subdivision, combination or reclassification. (ii) If, after the Issue Date, the Corporation issues rights, options or warrants to all holders of Common Shares entitling them (for a period expiring within 45 days after the record date mentioned below in this subparagraph (ii)) to subscribe for or purchase Common Shares at a price per share less than the Current Market Price per Common Share on the record date for the determination of stockholders entitled to receive such rights, options or warrants, then the Fixed Conversion Price shall be adjusted to equal the price determined by multiplying (A) the Fixed Conversion Price by (B) a fraction, the numerator of which shall be the sum of (I) the number of Common Shares outstanding on the close of business on the date fixed for such determination and (II) the number of Common Shares that the aggregate proceeds to the Corporation from the exercise of such rights, options or warrants for Common Shares would purchase at such Current Market Price, and the denominator of which shall be the sum of (I) the number of Common Shares outstanding on the close of business on the date fixed for such determination and (II) the number of additional Common Shares offered for subscription or purchase pursuant to such rights, options or warrants. Such adjustment shall become effective immediately upon the opening of business on the day next following such record date (subject to paragraph (h) below). In determining whether any rights, options or warrants entitle the holders of Common Shares to subscribe for or purchase Common Shares at less than such Current Market Price, there shall be taken into account any consideration received by the Corporation upon issuance and upon exercise of such rights, options or warrants, the value of such consideration, if other than cash, to be determined by the Board of Directors, whose determination shall be conclusive, absent manifest error. (iii) If the Corporation distributes to all holders of its Common Shares any shares of capital stock of the Corporation (other than Common Shares), evidence of its indebtedness or assets or cash dividends in excess of $0.11 in any month or rights or warrants to subscribe for or purchase any of its securities (excluding those rights and warrants referred to in and treated under subparagraph (ii) above) (any of the foregoing being hereinafter in this subparagraph (iii) called the “Securities”), then in each case the Fixed Conversion Price shall be adjusted so that it shall equal the price determined by multiplying (A) the Fixed Conversion Price by (B) a fraction, the numerator of which shall be the Current Market Price per Common Share on the record date mentioned below less the then fair market value (as determined by the Board of Directors, whose determination shall be conclusive, absent manifest error) of the portion of the shares of capital stock or assets or evidences of indebtedness so distributed or of such rights or warrants applicable to one Common Share, and the denominator of which shall be the Current Market Price per Common Share on the record date mentioned below. Such adjustment shall become effective immediately upon the opening of business on the day next following (subject to paragraph (h) below) the record date for the determination of stockholders entitled to receive such distribution. For the purposes of this subparagraph (iii), the distribution of a Security, which is distributed not only to the holders of the Common Shares on the date fixed for the determination of stockholders entitled to such distribution of such Security, but also is required to be distributed with each Common Share delivered to a Person converting a Series C Preferred Share after such determination date, shall not require an adjustment of the Fixed Conversion Price pursuant to this subparagraph (iii); provided that on the date, if any, on which a person converting a Series C Preferred Share would no longer be entitled to receive such Security with a Common Share (other than as a result of the termination of all such Securities), a distribution of such Securities shall be deemed to have occurred, and the Fixed Conversion Price shall be adjusted as provided in this subparagraph (iii) (and such day shall be deemed to be “the date fixed for the determination of the stockholders entitled to receive such distribution” and “the record date” within the meaning of the two preceding sentences). The occurrence of a distribution or the occurrence of any other event as a result of which holders of Series C Preferred Shares shall not be entitled to receive rights, including exchange rights (the “Rights”), pursuant to any stockholders protective rights agreement (the “Agreement”) that may be adopted by the Corporation as if such holders had converted such shares into Common Shares immediately prior to the occurrence of such distribution or event shall not be deemed a distribution of Securities for the purposes of any Fixed Conversion Price adjustment pursuant to this subparagraph (iii) or otherwise give rise to any Fixed Conversion Price adjustment pursuant to this Section 7; provided, however, that in lieu of any adjustment to the Fixed Conversion Price as a result of any such a distribution or occurrence, the Corporation shall make provision so that Rights, to the extent issuable at the time of conversion of any Series C Preferred Shares into Common Shares, shall issue and attach to such Common Shares then issued upon conversion in the amount and manner and to the extent and as provided in the Agreement in respect of issuances at the time of Common Shares other than upon conversion. (iv) If, at any time or from time to time after the Issue Date, the Corporation issues or sells any Common Shares (other than in connection with any underwritten public offering and issuances to unaffiliated third parties for an acquisition on or before 5:00 p.m. an arm’s-length basis) (New York City time“Additional Shares”) for a consideration per share that is less than the Current Market Price on the Business Day immediately preceding the date earlier of repayment the issuance or sale, or public announcement of the issuance or sale, of such Convertible DebenturesAdditional Shares, whether at maturity or upon redemption (either at then the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by the conversion price in effect on the Fixed Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture Price shall be reduced to an amount determined by multiplying the portion Fixed Conversion Price by a fraction of which (x) the principal amount thereof converted into shares numerator is the sum of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete the product of (A) the number of Common Shares outstanding immediately prior to such issuance or sale multiplied by (B) the greater of (1) the Fixed Conversion Price and sign a conversion notice substantially in (2) the form attached hereto, Closing Price on the date preceding the earlier of the issuance or sale or public announcement of the issuance or sale of such Additional Shares (the greater of (1) and (2) above hereinafter referred to as the “Adjustment Price”) and (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required aggregate consideration receivable by the Security Registrar Corporation for the total number of Common Shares so issued or Conversion Agent sold, and (y) the denominator equals the product of (i) the sum of (A) the total number of Common Shares outstanding immediately prior to such issuance or sale and (B) the number of additional Common Shares issued or sold, multiplied by (ii) the Adjustment Price. An adjustment made pursuant to this subparagraph (iv) pay shall be made on the next Business Day following the date on which any transfer such issuance or similar tax, if required. If a Notice of Conversion sale is delivered on or after the Regular Record Date made and prior shall be effective retroactively to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable close of business on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion such issuance or sale. (v) No adjustment in the Fixed Conversion Price shall be required unless such adjustment would require a cumulative increase or decrease of at least 1 % in such Convertible Debenture price; provided, however, that any adjustments that by reason of this subparagraph (v) are not required to be made shall be carried forward and taken into account in any subsequent adjustment until made; and provided, further, that any adjustment shall be required and made in accordance with the provisions of this Section 7 (other than this subparagraph (v)) not later than such time as may be required in order to preserve the tax-free nature of a distribution to the holders of Common Shares. Notwithstanding any other provisions of this Section 7, the Corporation shall not be payable, and the Company shall not make nor be required to make any adjustment of the Fixed Conversion Price for the issuance of any Common Shares pursuant to any plan providing for the reinvestment of dividends or interest payable on securities of the Corporation and the investment of additional optional amounts in Common Shares under such plan. All calculations under this Section 7 shall be made to the nearest cent (with $.005 being rounded upward) or to the nearest one-tenth of a share (with .05 of a share being rounded upward), as the case may be. Anything in this paragraph (d) to the contrary notwithstanding, the Corporation shall be entitled, to the extent permitted by law, to make such reductions in the Fixed Conversion Price, in addition to those required by this paragraph (d), as it in its discretion shall determine to be advisable in order that any stock dividends, subdivision of shares, reclassification or combination of shares, distribution of rights, options or warrants to purchase stock or securities, or a distribution of other payment, adjustment or allowance with respect assets (other than cash dividends) hereafter made by the Corporation to accrued but unpaid interest its stockholders shall not be taxable. (e) If the Corporation becomes party to any transaction (including Additional Paymentswithout limitation a merger, consolidation, statutory share exchange, self tender offer for all or substantially all Common Shares outstanding, sale of all or substantially all of the Corporation’s assets or recapitalization of the Common Shares but excluding any Common Share Events (each of the foregoing being referred to herein as a “Transaction”), in each case as a result of which Common Shares shall be converted into the right to receive stock, securities or other property (including cash or any combination thereof), each Series C Preferred Share that is not redeemed or converted into the right to receive stock, securities or other property in connection with such Transaction shall thereafter be convertible into the kind and amount of shares of stock, securities and other property (including cash or any combination thereof) receivable upon the consummation of such Transaction by a holder of that number of Common Shares into which one Series C Preferred Share was convertible immediately prior to such Transaction, assuming such holder of Common Shares (i) is not a Person with which the Corporation consolidated or into which the Corporation merged or which merged into the Corporation or to which such sale or transfer was made, as the case may be (a “Constituent Person”), or an affiliate of a Constituent Person and (ii) failed to exercise his or her rights of the election, if any, as to the kind or amount of stock, securities and other property (including cash) on receivable upon such Transaction (provided that if the Convertible Debentures being convertedkind or amount of stock, securities and other property (including cash) receivable upon such Transaction is not the same for each Common Share held immediately prior to such Transaction by other than a Constituent Person or an affiliate thereof and in respect of which such rights of election shall not have been exercised (“Non-Electing Share”), then for the purpose of this paragraph (e) the kind and amount of stock, securities and other property (including cash) receivable upon such Transaction by each Non-Electing Share shall be deemed to be paid in fullthe kind and amount so receivable per share by a plurality of the Non-Electing Shares). If The Corporation shall not be a party to any Convertible Debenture called for redemption is converted, any money deposited Transaction unless the terms of such Transaction are consistent with the Trustee provisions of this paragraph (e), and it shall not consent or agree to the occurrence of any Transaction until the Corporation has entered into an agreement with any Paying Agent the successor or so segregated and held in trust purchasing entity, as the case may be, for the redemption of such Convertible Debenture shall (subject to any right benefit of the Holder holders of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph Series C Preferred Shares that will contain provisions enabling the holders of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust.Series C Preferred Shares that remain outstanding after s

Conversion. The Holder holder of any Convertible Debenture Note has the right, exercisable at any time on or before 5:00 p.m. following the Issuance Date and prior to the close of business (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event)Note's maturity, to convert the principal amount thereof (or any portion thereof that is an integral multiple of $251,000) into fully paid and nonassessable shares of Sun Common Stock of at the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price Conversion Price of $20.13 115.47 per share of Sun Common Stock)share, subject to adjustment under certain circumstances as set forth in Section 1303 the Indenture, except that if a Note is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the date fixed for redemption. To convert a Note, a holder must (1) complete and 1304sign a conversion notice substantially in the form set forth below, (2) surrender the Note to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. 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 such Notes being converted. Payments 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 record date, no interest will be paid on those Notes. The number of shares issuable upon conversion of a Convertible Debenture Note is determined by dividing the principal amount of the Convertible Debenture Note converted by the conversion price Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount A note in respect of any Convertible Debenture shall which a holder has delivered an "Option of Holder to Elect Purchase" form appearing below exercising the option of such holder to require the Company to purchase such Note may be reduced by converted only if the portion notice of exercise is withdrawn as provided above and in accordance with the terms of the principal amount thereof converted into shares of Sun Common StockIndenture. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date The above description of conversion of such Convertible Debenture shall not be payablethe Notes is qualified by reference to, and is subject in its entirety by, the Company shall not make nor more complete description thereof contained in the Indenture. A-38 ▇▇▇ ▇▇. ▇▇NOMINATIONS, TRANSFER, EXCHANGE. The notes are in registered form, without coupons, in denominations of $1,000 and integral multiples of $1,000. The transfer of Notes may be required to make any other paymentregistered, adjustment or allowance with respect to accrued but unpaid interest (including Additional Paymentsand Notes may be exchanged, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and this paragraph) be paid transfer documents and to the Company upon Company Request or, if then held pay any taxes and fees required by law or permitted by the CompanyIndenture. The Registrar need not exchange or register the transfer of any Note or portion of a Note selected for redemption (except the unredeemed portion of any Note being redeemed in part). Also, shall it need not exchange or register the transfer of any Note for a period of 15 days before a selection of Notes to be discharged from such trustredeemed.

Conversion. The Holder Holders of any Convertible Debenture has Trust Securities, subject to the limitations set forth in this Section, shall have the right, exercisable at any time their option, to cause the Conversion Agent to convert Trust Securities, on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option behalf of the Company or pursuant converting Holders, into shares of Class A Common Stock in the manner described herein on and subject to a Tax Event), to convert the principal amount thereof following terms and conditions: (or any portion thereof that is an integral multiple of $25i) The Trust Securities will be convertible into fully paid and nonassessable shares of Sun Class A Common Stock pursuant to the Holder's direction to the Conversion Agent to exchange such Trust Securities for a portion of the Company Debentures having a principal amount equal to the aggregate Liquidation Amount of such Trust Securities, and immediately convert such amount of Debentures into fully paid and nonassessable shares of Class A Common Stock at an initial conversion rate of 1.2419 of______ shares of Sun Class A Common Stock for each $25 in aggregate principal amount of Convertible Debentures Trust Security (equal which is equivalent to a conversion price of approximately $ _____ per $20.13 per share 25 principal amount of Sun Common StockDebentures), subject to adjustment under certain circumstances as adjustments set forth in Section 1303 and 1304the Indenture (as so adjusted, "Conversion Price"). (ii) In order to convert Trust Securities into Class A Common Stock, the Holder of such Trust Securities shall submit to the Conversion Agent an irrevocable Notice of Conversion to convert Trust Securities on behalf of such Holder, together, if the Trust Securities are in certificated form, with such certificates. The Notice of Conversion shall (i) set forth the number of Trust Securities to be converted and the name or names, if other than the Holder, in which the shares issuable of Class A Common Stock should be issued and (ii) direct the Conversion Agent (a) to exchange such Trust Securities for a portion of the Debentures held by the Property Trustee (at the rate of exchange specified in the preceding paragraph) and (b) to immediately convert such Debentures, on behalf of such Holder, into Class A Common Stock (at the conversion rate specified in the preceding paragraph). The Conversion Agent shall notify the Property Trustee in writing of the Holder's election to exchange Trust Securities for a portion of the Debentures held by the Property Trustee and the Property Trustee shall, upon conversion receipt of a Convertible Debenture is determined by dividing such written notice, deliver to the Conversion Agent the appropriate principal amount of the Convertible Debenture converted by the conversion price Debentures for exchange in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interestaccordance with this Section. The outstanding principal amount of any Convertible Debenture Conversion Agent shall be reduced by thereupon notify the portion Depositor of the principal amount thereof converted Holder's election to convert such Debentures into shares of Sun Class A Common Stock. To convert Holders of Trust Securities at the close of business on a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder Distribution payment record date will be entitled to receive the interest payable Distribution paid on such Trust Securities on the subsequent Interest Payment corresponding Distribution Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof of such Trust Securities on or following such record date but prior to such Interest Payment Distribution Date. Except as otherwise provided in above, neither the immediately preceding sentenceTrust nor the Depositor will make, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor or be required to make make, any other payment, allowance or adjustment upon any conversion on account of any accumulated and unpaid Distributions whether or allowance with respect to not in arrears accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being convertedTrust Securities surrendered for conversion, which or on account of any accumulated and unpaid dividends on the shares of Class A Common Stock issued upon such conversion. Trust Securities submitted for conversion prior to the expiration of conversion rights as provided in Section 4.3(iii) shall be deemed to have been converted immediately prior to the close of business on the day on which an irrevocable Notice of Conversion relating to such Trust Securities is received by the Conversion Agent in accordance with the foregoing provision (the "Conversion Date"). The Person or Persons entitled to receive the Class A Common Stock issuable upon conversion of the Debentures shall be treated for all purposes as the record holder or holders of such Class A Common Stock on the date of conversion. As promptly as practicable on or after the Conversion Date, the Depositor shall issue and deliver at the office of the Conversion Agent a certificate or certificates for the number of full shares of Class A Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same, unless otherwise directed by the Holder in the notice of conversion and the Conversion Agent shall distribute such certificate or certificates to such Person or Persons. (iii) The conversion rights of holders of the Debentures and the corresponding conversion rights of Holders of Trust Securities shall expire at the close of business on the date set for redemption of the Trust Securities upon the mandatory or optional redemption of the Debentures. (iv) Each Holder of a Trust Security by its acceptance thereof initially appoints The First National Bank of Chicago not in its individual capacity but solely as conversion agent (the "Conversion Agent") for the purpose of effecting the conversion of Trust Securities in accordance with this Section. In effecting the conversion and transactions described in this Section, the Conversion Agent shall be acting as agent of the Holders of Trust Securities directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Trust Securities from time to time for Debentures held by the Trust in connection with the conversion of such Trust Securities in accordance with this Section and (ii) to convert all or a portion of the Debentures into Class A Common Stock and thereupon to deliver such shares of Class A Common Stock in accordance with the provisions of this Section and to deliver to the Property Trustee any new Debenture or Debentures for any resulting unconverted principal amount delivered to the Conversion Agent by the Debenture Trustee. (v) No fractional shares of Class A Common Stock will be issued as a result of conversion, but, in lieu thereof, such fractional interest will be paid in full. If any Convertible Debenture called for redemption is cash by the Depositor to the Conversion Agent in an amount equal to the Current Market Price of the fractional share of the Class A Common Stock, and the Conversion Agent will in turn make such payment to the Holder or Holders of Trust Securities so converted, any money deposited with . (vi) Nothing in this Section 4.3 shall limit the requirement of the Trust to withhold taxes pursuant to the terms of the Trust Securities or as set forth in this Trust Agreement or otherwise required of the Property Trustee or with the Trust to pay any Paying Agent or so segregated and held in trust for the redemption amounts on account of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustwithholdings.

Conversion. The Holders may surrender Securities for conversion into shares of GGD Stock on a conversion date if, as of such conversion date, the Quoted Price (as defined in the Indenture) of the GGD Stock for at least 20 trading days in the 30 trading day period ending on the trading day prior to the conversion date is more than 110% of the conversion price per share of GGD Stock on such conversion date. In addition, a Holder may surrender for conversion a Security which has been called for redemption pursuant to paragraph 5 hereof, even if the foregoing provisions has not been satisfied, and such Securities may be surrendered for conversion until the close of business on the day that is two Business Days prior to the Redemption Date. In the event that the Company declares a dividend or distribution described in Section 11.7 of the Indenture (other than a distribution of rights by the Company to its stockholders pursuant to the Company's Second Amended and Restated Renewed Rights Agreement dated as of December 18, 2000, as it may be amended from time to time, and any Convertible Debenture has successor or similar stockholders rights plan until the occurrence of a Triggering Event under such plan), or a dividend or distribution described in Section 11.8 of the Indenture where the fair market value of such dividend or distribution per share of GGD Stock, as determined in the Indenture exceeds 15% of the current Market Price of the GGD Stock as of the Trading Day immediately prior to the date of declaration, the Securities may be surrendered for conversion beginning on the date the Company gives notice to the Holders of such right, exercisable which shall be not less than 20 days prior to the ex-dividend time for such dividend or distribution and Securities may be surrendered for conversion at any time on or before 5:00 p.m. (New York City time) thereafter until the close of business on the Business Day immediately preceding prior to the date of repayment of such Convertible Debentures, whether at maturity Ex-Dividend Time or upon redemption (either at the option of until the Company announces that such distribution will not take place. Finally, in the event that the Company is a party to a consolidation, merger, transfer or lease of all or substantially all of its assets or a merger which reclassifies or changes its GGD Stock pursuant to a Tax Event)which the GGD Stock would be converted into cash, to convert the principal amount thereof (securities or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances other assets as set forth in Section 1303 11.17 of the Indenture, the Securities may be surrendered for conversion at any time from or after the date the Company announces as the anticipated effective time until 15 days after the actual date of such transaction (assuming, in a case in which the Company's stockholders may exercise rights of election, that a holder of Securities would not have exercised any rights of election as to the stock, other securities or other property or assets receiveable in connection therewith and 1304received per share the kind and amount received per share by plurality of nonelecting shares). The number of shares issuable upon conversion of a Convertible Debenture Security is determined by dividing the principal amount of the Convertible Debenture to be converted by the conversion price in effect on the Conversion Dateconversion date, and rounding the result to the nearest 1/l00th of a share, with 500/1,000 of a share to be rounded up. No fractional shares Upon conversion, no payment or adjustment for accrued interest on a converted Security (other than the payment of interest to the Holder of a Security at the close of business on a record date pursuant to paragraph 2 hereof) or for dividends or distributions on the GGD Stock will be issued upon conversion but made. The Company will deliver a cash adjustment will be made check for any fractional interestshare issuable upon conversion. A Security in respect of which a Holder has delivered a Purchase Notice or Fundamental Change Purchase Notice exercising the option of such Holder to required the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The outstanding principal amount initial conversion price is $140.60 per share of GGD Stock, subject to adjustment in certain events described in the Indenture. A holder which surrenders Securities for conversion will receive a check in lieu of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into fractional shares of Sun Common GGD Stock. To convert a Convertible DebentureSecurity, a Holder holder must (i1) complete and sign a the conversion notice substantially in on the form attached heretoreverse of the Security, (ii2) surrender the Convertible Debenture Security to a the Conversion Agent, (iii3) furnish the appropriate endorsements or and transfer documents if required by the Security Registrar or Conversion Agent Agent, and (iv4) pay any tax or duty which may be payable in respect of any transfer involving the issue or similar tax, if required. If delivery of GGD Stock in the name of a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, Person other than the Holder thereof. A holder may convert a portion of a Security if the portion is $1,000 or an integral multiple of $1,000. The conversion price will be entitled adjusted for the issuance of capital stock of the Company as a dividend or distribution on its GGD Stock; subdivisions, combinations or certain reclassifications of GGD Stock; distributions to receive all holders of GGD Stock of rights or warrants to purchase GGD Stock at less than the interest payable on current market price at the subsequent Interest Payment Date on time; distributions to such holders of GGD Stock of cash, debt securities (or other evidences of indebtedness) or other assets of the portion of Convertible Debentures Company (excluding dividends or distributions for which adjustment is required to be converted notwithstanding the conversion thereof prior made pursuant to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case another provision); certain dividends or other distributions consisting exclusively of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date cash to all holders of conversion GGD Stock; or for payments to holders of such Convertible Debenture shall not be payable, and the Company shall not make nor be required GGD Stock pursuant to make any other payment, adjustment certain tender or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest exchange offers as provided in the last paragraph Indenture. No adjustment in the conversion price will be required unless such adjustment would require a change of Section 307 at least 1% in the conversion price then in effect; PROVIDED that any adjustment that would otherwise be required to be made shall be carried forward and this paragraph) taken into account in any subsequent adjustment. However, no adjustment need be paid made if Securityholders are entitled to participate in certain of the above transactions or in certain other cases. The Company from time to time may voluntarily reduce the conversion price for a period of at least 20 days. If the Company upon is a party to a consolidation or merger, or a transfer or a lease of all or substantially all of its assets or a merger which reclassifies or changes its outstanding GGD Stock, the right to convert a Security into GGD Stock may be changed into a right to convert it into securities, cash or other assets of the Company Request or, if then held by the Company, shall be discharged from such trustor another person.

Conversion. The Subject to and upon compliance with the provisions of the Indenture, a Holder is entitled until the close of any Convertible Debenture has the right, exercisable at any time on or before 5:00 p.m. (New York City time) business on the Business Day immediately preceding the date Maturity Date, at its option, to convert any Notes that are whole multiples of repayment of such Convertible Debentures$1,000 principal amount into Common Shares (or, whether at maturity or upon redemption (either at the option of the Company Issuer, into cash or pursuant a combination of cash and Common Shares) at the Conversion Rate in effect at the time of conversion, subject to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock of the Company at an adjustments described below. The initial conversion rate of 1.2419 shares of Sun is 121.2121 Common Stock for each Shares per $25 in aggregate 1,000 principal amount of Convertible Debentures Notes (equal subject to a adjustment in the event of certain circumstances as specified in the Indenture, the “CONVERSION RATE”), or an effective initial conversion price of approximately $20.13 8.25 per share of Sun Common Stock), (subject to adjustment in the event of certain circumstances as specified in the Indenture, the “CONVERSION PRICE”). If the conversion is in connection with a Change in Control, there shall, under certain circumstances circumstances, be added to the Common Shares otherwise issuable upon conversion an additional number of Common Shares as a Make Whole Premium as set forth in Section 1303 the Indenture. In the event that of a Change of Control occurs that would otherwise trigger the obligation of the Issuer to pay the Make Whole Premium and 1304the Acquiror is a Public Entity or is a direct or indirect subsidiary of a Public Entity, the Issuer may elect instead to provide that the Notes become convertible into common shares of the Public Entity, subject to certain conditions as specified in the Indenture. Upon conversion, at the option of the Issuer, the Issuer may, in lieu of delivery of the Common Shares issuable upon conversion, deliver cash or a combination of cash and Common Shares in satisfaction of its obligations upon such conversion. The number Issuer will deliver cash in lieu of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by the conversion price in effect any fractional share. Upon conversion, no payment or adjustment for any unpaid and accrued interest and additional interest, if any, on the Conversion Date. No fractional shares Notes will be issued upon made, except in certain circumstances as specified in the Indenture. If a Holder surrenders a Note for conversion after the record date for the payment of interest but prior to the corresponding interest payment date, such Note, when surrendered for conversion, must be accompanied by payment of an amount equal to the interest and additional interest, if any, thereon which has accrued and will accrue and be paid on the Notes being converted on the corresponding interest payment date, unless (1) the Notes have been called for redemption as described in the Indenture, (2) the Notes have been converted in connection with a cash adjustment will be made for any fractional Designated Event as described in the Indenture or (3) overdue interest. The outstanding principal amount , if any, exists at the time of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stockconversion with respect to such Note. To convert a Convertible DebentureNote, a Holder must (i1) with respect to any Note in certificated form, (A) complete and sign a conversion notice substantially in the form attached heretoConversion Notice, with appropriate signature guarantee, on the back of the Note and (iiB) surrender the Convertible Debenture Note to a the Conversion Agent, (iii2) with respect to any interest in a Global Note, (A) complete, or cause to be completed, the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program and (B) deliver, or cause to be delivered, to the Conversion Agent by book-entry delivery the interest in such Global Note being converted, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or Conversion Agent Agent, (4) pay funds equal to the interest payable on the next interest payment date to which such Holder is not entitled, if any, (as provided in the last sentence of the above paragraph) and (iv5) pay any transfer or similar tax, tax if required. If A Holder may convert a Notice portion of Conversion a Note if the portion is delivered on $1,000 principal amount or a positive integral multiple of $1,000 principal amount. [Any shares issued upon conversion of a Note shall bear the Restrictive Securities Legend until after the Regular Record Date and prior to second anniversary of the subsequent Interest Payment Datelater of the issue date for the Notes (unless the Issuer determines otherwise in accordance with applicable law) or the last date on which the Issuer, the Holder will be entitled to receive Company or any of their respective affiliates was the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion owner of such Convertible Debenture shall not be payable, and shares or the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest Note (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in predecessor notes) from which such shares were converted (or such shorter period of time) (the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust“Resale Restriction Termination Date”).]

Conversion. The Subject to the next two succeeding sentences, a Holder of any Convertible Debenture has the right, exercisable at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to Security may convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) it into fully paid and nonassessable shares of Sun Class B Common Stock of the Company at an any time before the close of business on June 23, 2020. If the Security is called for redemption, the Holder may convert it at any time before the close of business on the Redemption Date. A Security in respect of which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial conversion rate of 1.2419 Conversion Rate is 5.6024 shares of Sun Class B Common Stock for each per $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock)1,000 Principal Amount at Maturity, subject to adjustment under in certain circumstances as set forth events described in Section 1303 and 1304the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Class B Common Stock. In the event the Company exercises its option pursuant to Section 10.01 of the Indenture to have interest in lieu of Original Issue Discount accrue on the Security following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares issuable upon of Class B Common Stock such Holder would have received if the Company had not exercised such option. If the Company exercises such option, Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business of such Interest Payment Date (except Securities to be redeemed on a Convertible Debenture date within such period or on the next Interest Payment Date) must be accompanied by payment of an amount equal to the interest thereon that the registered Holder is determined to receive. Except where Securities surrendered for conversion must be accompanied by dividing the principal amount of the Convertible Debenture payment as described above, no interest on converted Securities will be payable by the conversion price in effect Company on any Interest Payment Date subsequent to the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount date of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stockconversion. To convert a Convertible DebentureSecurity, a Holder must (i1) complete and manually sign the conversion notice below (or complete and manually sign a conversion facsimile of such notice) and deliver such notice substantially in to the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii2) surrender the Security to the Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar Conversion Agent, the Company or Conversion Agent the Trustee and (iv4) pay any transfer or similar tax, if required. If A Holder may convert a Notice portion of Conversion a Security if the Principal Amount at Maturity of such portion is delivered on $1,000 or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder an integral multiple of $1,000. No payment or adjustment will be entitled to receive the interest payable made for dividends on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except Class B Common Stock except as otherwise provided in the immediately preceding sentenceIndenture. On conversion of a Security, that portion of accrued Original Issue Discount (or interest if the Company has exercised its option provided for in paragraph 10 hereof) and (except as provided below) accrued cash interest attributable to the case period from the Issue Date (or, if the Company has exercised the option referred to in paragraph 10 hereof, the later of any Convertible Debenture which is converted, interest whose Stated Maturity is after (x) the date of conversion of such Convertible Debenture exercise and (y) the date on which interest was last paid) or the date on which interest was last paid through the Conversion Date with respect to the converted Security shall not be payablecancelled, and the Company shall not make nor be required to make any other paymentextinguished or forfeited, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which rather shall be deemed to be paid in fullfull to the Holder thereof through the delivery of the Class B Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the terms hereof; and the fair market value of such shares of Class B 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 paragraph 10 hereof) and cash interest 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 Security being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued but unpaid interest will be payable upon conversion of Securities made concurrently with or after acceleration of Securities following an Event of Default. The Conversion Rate will be adjusted for dividends or distributions on Class B Common Stock payable in Class B Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of Class B Common Stock; distributions to all holders of Class B Common Stock of certain rights to purchase Class B Common Stock for a period expiring within 45 days at less than the Market Price at the Time of Determination; and distributions to such holders of assets or debt securities of the Company or certain rights to purchase securities of the Company (excluding certain cash dividends or distributions). However, no adjustment need be made if Securityholders may participate in the transaction or in certain other cases. The Company from time to time may voluntarily increase the Conversion Rate. If any Convertible Debenture called for redemption the Company is converteda party to a consolidation, any money deposited with merger or binding share exchange or a transfer of all or substantially all of its assets, or upon certain distributions described in the Trustee Indenture, the right to convert a Security into Class B Common Stock may be changed into a right to convert it into securities, cash or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right other assets of the Holder of such Convertible Debenture Company or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustanother person.

Conversion. The Holder of any Convertible Debenture has Subject to and in compliance with the right, exercisable at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option provisions of the Company or pursuant to Indenture, a Tax Event)Holder is entitled, at such Holder's option, to convert the principal amount thereof Holder's Security (or any portion of the principal amount thereof that is $1,000 or an integral multiple of $25) 1,000), into fully paid and nonassessable shares of Sun Common Stock at the Conversion Rate in effect at the time of conversion; provided, however, the Company may satisfy its obligation with respect to any demand for conversion by delivering Common Stock, cash or a combination of cash and Common Stock. A Security in respect of which a Holder has delivered a Purchase Notice or a Change of Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Purchase Notice or a Change of Control Purchase Notice is withdrawn in accordance with the terms of the Company at an Indenture. The initial conversion rate of 1.2419 Conversion Rate is 315.04 shares of Sun Common Stock for each per $25 in aggregate 1,000 principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock)amount, subject to adjustment under in certain circumstances events described in the Indenture. The Conversion Rate shall not be adjusted for any accrued and unpaid Interest. Upon conversion, no payment shall be made by the Company with respect to accrued and unpaid Interest, if any. Instead, such amount shall be deemed paid by the cash or shares of Common Stock delivered upon conversion of any Security. In addition, no payment or adjustment shall be made in respect of dividends on the Common Stock the record date for which is prior to the date of conversion, except as set forth in Section 1303 and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by the conversion price in effect on the Conversion DateIndenture. No fractional shares will of Common Stock shall be issued upon conversion but of any Security. Instead of any fractional share of Common Stock that would otherwise be issued upon conversion of such Security, the Company shall pay a cash adjustment will be made for any fractional interestas provided in the Indenture. The outstanding principal amount of any Convertible Debenture shall be reduced by If the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must Company (i) complete and sign is a conversion notice substantially in the form attached heretoparty to a consolidation, merger, statutory share exchange or combination, (ii) surrender reclassifies the Convertible Debenture to a Conversion AgentCommon Stock, or (iii) furnish appropriate endorsements sells or transfer documents if required by the Security Registrar or Conversion Agent conveys its properties and (iv) pay assets substantially as an entirety to any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment DatePerson, the Holder will right to convert a Security into shares of Common Stock may be entitled changed into a right to receive convert it into securities, cash or other assets of the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to Company or such Interest Payment Date. Except as otherwise provided in the immediately preceding sentenceother Person, in the each case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited accordance with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustIndenture.

Conversion. The Holder holder of any Convertible Debenture Note has the right, exercisable at any time on or before 5:00 p.m. prior to the close of business (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event)Note's maturity, to convert the principal amount thereof (or any portion thereof that is an integral multiple of $251,000) into fully paid and nonassessable whole shares of Sun Common Stock of at the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price Conversion Price of $20.13 27.46 per share of Sun Common Stock)share, subject to adjustment under certain circumstances circumstances, except that if a Note is called for redemption or repurchase, as the case may be, the conversion right will terminate at the close of business on the Business Day immediately preceding the date fixed for redemption or repurchase, as the case may be. A Note in respect of which a holder has delivered an "Option of Holder to Elect Purchase" form appearing below exercising the option of such holder to require the Company to purchase such Note may be converted only if the notice of exercise is withdrawn as provided above and in accordance with the terms of the Indenture. To convert a Note, a holder must (1) complete and sign a conversion notice substantially in the form set forth in Section 1303 below, (2) surrender the Note to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Registrar or Conversion Agent and 1304(4) pay any transfer or similar tax, if required. The number of shares issuable upon conversion of a Convertible Debenture Note is determined by dividing the principal amount of the Convertible Debenture Note converted by the conversion price Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the Any Note or portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a surrendered for conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular close of business on a Record Date for payment of interest and prior to the subsequent opening of business on the next succeeding Interest Payment DateDate shall be accompanied by payment, in funds acceptable to the Holder will be entitled Company, of an amount equal to receive the interest payable thereon that is to be paid on the subsequent such Interest Payment Date on the principal amount being converted (unless any such Note or portion thereof being converted shall have been called for redemption on a redemption date occurring between the close of Convertible Debentures to be converted notwithstanding business on such Record Date and the conversion thereof prior to opening of business on such Interest Payment Date. Except as otherwise provided , in which case no such payment shall be required); provided, -------- however, that no such payment need be made if there shall exist at the time of ------- conversion a default in the immediately preceding sentence, in payment of interest on the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after Notes. An amount equal to such payment shall be paid by the date of conversion Company on such Interest Payment Date to the holder of such Convertible Debenture shall not be payableNotes at the close of business on such Record Date; provided, and -------- however, that, if the Company shall not make nor be required to make any other paymentdefault in the payment of interest on such ------- Interest Payment Date, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which such amount shall be deemed paid to be paid in fullthe Person who made such required payment. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest Except as provided in the last paragraph Indenture, no payments or adjustments shall be made upon conversion on account of Section 307 accrued interest on the Notes or for any dividends or distributions on any shares of Common Stock delivered upon the conversion of such Notes. The above description of conversion of the Notes is qualified by reference to, and this paragraph) be paid is subject in its entirety by, the more complete description thereof contained in the Indenture. In order to exercise the conversion privilege with respect to any interest in a Global Note, the beneficial holder must complete the appropriate instruction form for conversion pursuant to the Company upon Company Request orDepositary's book-entry conversion program and follow the other procedures set forth in such program. Upon the conversion of a Global Note, if then held by the CompanyTrustee, or the Custodian at the direction of the Trustee, shall be discharged from make a notation on such trustGlobal Note as to the reduction in the principal amount represented thereby.

Conversion. 5A. Conversion Procedure. -------------------- (i) At any time and from time to time after the issuance thereof, any holder of Preferred Stock may convert all or any of the Preferred Shares (including any fraction of a Preferred Share) held by such holder into a number of shares of Common Stock equal to the sum of: (a) the number of shares of Common Stock computed by multiplying the number of Preferred Shares to be converted by the Liquidation Value of a Preferred Share, and dividing the result by the Conversion Price then in effect, plus (b) the number of shares of Common Stock that would be payable if all accrued but unpaid dividends were declared and paid on the Preferred Shares to be converted. For purposes of determining the amount of dividends payable or that would be payable with respect to a conversion under Section 5, the date for determining the Market Price shall be the Business Day immediately preceding the date on which conversion is deemed to have been effected. (ii) Each conversion of Preferred Stock shall be deemed to have been effected as of the close of business on the date on which the certificate or certificates representing the Preferred Shares to be converted have been surrendered at the principal office of the Corporation, together with written notice of the holder's desire to convert such Preferred Shares. At such time as such conversion has been effected, the rights of the holder of such Preferred Shares as such holder shall cease, and the Person or Persons in whose name or names any certificate or certificates for shares of Common Stock are to be issued upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented thereby, which Common Stock shall be deemed to have been issued as of such time. Issuance of Common Stock by the Corporation to effect any conversion shall extinguish all rights to dividends that are accrued and unpaid as of the date on which conversion is to be made with respect to the Preferred Shares which are to be converted on such date. (iii) The Holder conversion rights of any Convertible Debenture Preferred Share subject to redemption hereunder shall terminate on the Redemption Date for such Preferred Share unless the Corporation has failed to pay to the rightholder thereof the Redemption Price thereof. (iv) Notwithstanding any other provision hereof, exercisable if a conversion of any Preferred Shares is to be made in connection with a Public Offering or prior to a redemption, such conversion may, at any time the election of the holder of such Preferred Shares, be conditioned upon the consummation of the Public Offering or the redemption occurring on or before 5:00 p.m. a specified date, in which case such conversion shall not be deemed to be effective until the consummation of the Public Offering or unless the redemption occurs on or before the specified date. (New York City timev) on As soon as possible after a conversion has been effected (but in any event within three Business Days in the case of subparagraph (a) below), the Corporation shall deliver to the converting holder: (a) a certificate or certificates representing the number of shares of Common Stock issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; (b) payment of the amount payable under subparagraph (viii) below with respect to such conversion; and (c) a certificate representing any Preferred Shares which were represented by the certificate or certificates delivered to the Corporation in connection with such conversion but which were not converted. (vi) The issuance of certificates for shares of Common Stock upon conversion of Preferred Stock shall be made without charge to the holders of such Preferred Stock for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such conversion and the related issuance of shares of Common Stock. (vii) The Corporation shall not close its books against the transfer of Preferred Stock or of Common Stock issued or issuable upon conversion of Preferred Stock in any manner which interferes with the timely conversion of Preferred Stock. The Corporation shall assist and cooperate (but the Corporation shall not be required to expend substantial efforts or funds) with any holder of Preferred Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Preferred Shares hereunder (including, without limitation, making any filings required to be made by the Corporation). (viii) If any fractional interest in a share of Common Stock would, except for the provisions of this subparagraph, be deliverable upon any conversion of shares of a holder's Preferred Stock, the Corporation, in lieu of delivering the fractional share therefor, shall pay an amount to the holder thereof equal to the Market Price of such fractional interest as of the Business Day immediately preceding the date of repayment conversion. (ix) The Corporation shall at all times reserve and keep available out of such Convertible Debenturesits authorized but unissued shares of Common Stock, whether at maturity or solely for the purpose of issuance upon redemption (either at the option conversion of the Company or pursuant to a Tax Event)Preferred Stock, to convert not less than the principal amount thereof (or any portion thereof that is an integral multiple number of $25) into shares of Common Stock issuable upon the conversion of all outstanding Preferred Stock which may then be exercised. All shares of Common Stock which are so issuable shall, when issued, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges. The Corporation shall take all such actions as may be necessary to ensure that all such shares of Sun Common Stock may be so issued without violation of the Company at an initial conversion rate any applicable law or governmental regulation or any requirements of 1.2419 any domestic securities exchange upon which shares of Sun Common Stock may be listed (except for each $25 in aggregate principal amount official notice of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, issuance which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held immediately delivered by the Company, shall be discharged from Corporation upon each such trustissuance).

Conversion. The Holder Holders of any Convertible Debenture has Trust Securities, subject to the rightlimitations set forth in this Section, exercisable shall have the right at any time on or before 5:00 p.m. prior to the close of business on______________ (New York City time) or, in the case of Trust Securities called for redemption, prior to the close of business on the Business Day immediately preceding prior to the date of repayment of such Convertible DebenturesRedemption Date), whether at maturity or upon redemption (either at their option, to cause the option Conversion Agent to convert Trust Securities, on behalf of the Company or pursuant converting Holders, into shares of Common Stock in the manner described herein on and subject to a Tax Event), to convert the principal amount thereof following terms and conditions: (or any portion thereof that is an integral multiple of $25a) The Trust Securities will be convertible into fully paid and nonassessable shares of Sun Common Stock pursuant to the Holder's direction to the Conversion Agent to exchange such Trust Securities for a Like Amount of the Company Debentures, and immediately convert such amount of Debentures into fully paid and nonassessable shares of Common Stock at an initial the conversion rate then applicable to the Debentures after taking account of 1.2419 any adjustments to such rate provided for in the Debentures (as so adjusted, the "Conversion Price"). (b) In order to convert Trust Securities into Common Stock, the Holder of such Trust Securities shall submit to the Conversion Agent an irrevocable Notice of Conversion to convert Trust Securities on behalf of such Holder, together, if the Trust Securities are represented by Definitive Preferred Security Certificates as contemplated by Section 5.13, with such certificates. The Notice of Conversion shall (x) set forth the number of Trust Securities to be converted and the name or names, if other than the Holder, in which the shares of Sun Common Stock should be issued and (y) direct the Conversion Agent (a) to exchange such Trust Securities for each $25 a portion of the Debentures held by the Property Trustee (at the rate of exchange specified in aggregate the preceding paragraph (a)) and (b) to immediately convert such Debentures, on behalf of such Holder, into Common Stock (at the conversion rate specified in the preceding paragraph (a)). The Conversion Agent shall notify the Property Trustee in writing of the Holder's election to exchange Trust Securities for a portion of the Debentures held by the Property Trustee and the Property Trustee shall, upon receipt of such notice, deliver to the Conversion Agent the appropriate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth for exchange in Section 1303 and 1304accordance with this Section. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing Conversion Agent shall thereupon notify the principal amount Depositor of the Convertible Debenture converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted Holder's election to convert such Debentures into shares of Sun Common Stock. To convert Holders of Trust Securities at the close of business on a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder Distribution payment record date will be entitled to receive the interest payable Distribution paid on such Trust Securities on the subsequent Interest Payment corresponding Distribution Date on notwithstanding the portion conversion of Convertible such Trust Securities following such record date but prior to such Distribution Date; provided, however, that each Holder of Trust Securities to be exchanged for Debentures to be converted notwithstanding the conversion thereof into Common Stock (other than a Trust Security called for redemption on a Redemption Date occurring after such record date and prior to such Interest Payment Distribution Date) shall deliver to the Property Trustee, for subsequent payment to the Conversion Agent in connection with the exchange and conversion of such Trust Securities, an amount equal to such Distribution payable on such Trust Securities on such Distribution Date. The Property Trustee shall have no liability to any Person with respect to the failure by any Holder of a Trust Security to deliver such amount to the Property Trustee. Except as otherwise provided in above, neither the immediately preceding sentenceTrust nor the Depositor will make, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor or be required to make make, any other payment, allowance or adjustment upon any conversion on account of any accumulated and unpaid Distributions whether or allowance with respect to not in arrears accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being convertedTrust Securities surrendered for conversion, which or on account of any accumulated and unpaid dividends on the shares of Common Stock issued upon such conversion. Trust Securities shall be deemed to have been converted immediately prior to the close of business on the day on which an irrevocable Notice of Conversion relating to such Trust Securities is received by the Conversion Agent in accordance with the foregoing provision (the "Conversion Date"). The Person or Persons entitled to receive the Common Stock issuable upon conversion of the Debentures shall be treated for all purposes as the record holder or holders of such Common Stock on the Conversion Date, unless the stock transfer books of the Depositor shall be closed on the Conversion Date in which event such Person or Persons shall be deemed to have become such holder or holders of record at the close of business on the next succeeding day on which such stock transfer books are open. As promptly as practicable on or after the Conversion Date, the Depositor shall issue and deliver, or shall cause to be issued and delivered, at the office of the Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share pursuant to Section 4.08(d) to the Person or Persons entitled to receive the same, unless otherwise directed by the Holder in the Notice of Conversion, and the Conversion Agent shall distribute such certificate or certificates and cash to such Person or Persons. (c) The Depositor initially appoints _______________, not in its individual capacity but solely as conversion agent (the "Conversion Agent"), for the purpose of effecting the conversion of Trust Securities in accordance with this Section 4.8. In effecting the conversion and transactions described in this Section 4.8, the Conversion Agent shall be acting as agent of the Holders of Trust Securities directing it to effect such conversion transactions. The Conversion Agent is hereby authorized to (i) exchange Trust Securities from time to time for Debentures held by the Trust in connection with the conversion of such Trust Securities in accordance with this Section and (ii) convert all or a portion of the Debentures into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Section 4.8 and to deliver to the Property Trustee any new Debenture or Debentures for any resulting unconverted principal amount delivered to the Conversion Agent by the Debenture Trustee. (d) No fractional shares of Common Stock will be issued as a result of conversion, but, in lieu thereof, such fractional interest will be paid in full. If any Convertible Debenture called for redemption is cash by the Depositor to the Conversion Agent in an amount equal to the Current Market Price of the fractional share of the Common Stock, and the Conversion Agent will in turn make such payment to the Holder or Holders of Trust Securities so converted, any money deposited with . (e) Nothing in this Section 4.8 shall limit the requirement of the Trust to withhold taxes pursuant to the terms of the Trust Securities or as set forth in this Agreement or otherwise required of the Property Trustee or with by law or the Trust to pay any Paying Agent or so segregated and held in trust for the redemption amounts on account of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust.withholdings. ]

Conversion. The Holder of any Convertible Debenture Security has the right, exercisable at any time after [ ], 1997 and on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible DebenturesSecurities, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock of the Company at an initial conversion rate of 1.2419 [ ] shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures Securities (equal to a conversion price of $20.13 [ ] per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304circumstances. The number of shares issuable upon conversion of a Convertible Debenture Security is determined by dividing the principal amount of the Convertible Debenture Security converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture Security shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible DebentureSecurity, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture Security to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder shall be required to pay to the Company the interest payment on the subsequent Interest Payment Date and, will be entitled to receive the interest payable on the subsequent Interest Payment Date Date, on the portion of Convertible Debentures Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Notwithstanding the foregoing, if, during an Extension Period, a notice of redemption is mailed pursuant to Section 11.06 of the Indenture and a Security is converted after such mailing but prior to the relevant Redemption Date, all accrued but unpaid interest (including Additional Payments, if any) through the date of conversion shall be paid to the holder of such Security on the Redemption Date. Except as otherwise provided in the immediately preceding sentencetwo sentences, in the case of any Convertible Debenture Security which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture Security shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures Securities being converted, which shall be deemed to be paid in full. If any Convertible Debenture Security called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture Security shall (subject to any right of the Holder of such Convertible Debenture Security or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 3.07 of the Indenture and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust.

Conversion. The Holder holder of any Convertible Debenture Note has the right, exercisable at any time on or before 5:00 p.m. (New York City time) after 90 days following the Issuance Date and prior to the close of business on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event)Note's maturity, to convert the principal amount thereof (or any portion thereof that is an integral multiple of $251,000) into fully paid and nonassessable shares of Sun Common Stock of at the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price Conversion Price of $20.13 20.625 per share of Sun Common Stock)share, subject to adjustment under certain circumstances as circumstances, except that if a Convertible Note is called for redemption, the conversion right will terminate at the close of business (New York time) on the Business Day immediately preceding the date fixed for redemption. To convert a Convertible Note, a holder must (1) complete and sign a notice of election to convert substantially in the form set forth below, (2) surrender the Convertible Note to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Noteholder 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 will be paid to the registered holder of such Convertible Note on such record date. In such event, such Convertible Note, when surrendered for conversion, must be accompanied by payment in Section 1303 and 1304funds acceptable to the Company of an amount equal to the interest payable on such interest payment date on the portion so converted, unless such Security has been called for redemption on or prior to such interest payment date. The number of shares of Common Stock issuable upon conversion of a Convertible Debenture Note is determined by dividing the principal amount of the Convertible Debenture Note converted by the conversion price Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount A Convertible Note in respect of any which a holder has delivered an "Option of Noteholder to Elect Purchase" form appearing below exercising the option of such holder to require the Company to purchase such Convertible Debenture shall Note may be reduced by converted only if the portion notice of exercise is withdrawn as provided above and in accordance with the terms of the principal amount thereof converted into shares of Sun Common StockIndenture. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date The above description of conversion of such the Convertible Debenture shall not be payableNotes is qualified by reference to, and is subject in its entirety by, the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided more complete description thereof contained in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustIndenture.

Conversion. The Upon satisfaction of the conditions set forth in Section 10.01(a) of the Indenture, a Holder of a Security may convert any Convertible Debenture has the right, exercisable at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date portion of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (or of any portion thereof Security that is an integral multiple of $25) 1,000 into cash and fully paid and nonassessable non-assessable shares (calculated as to each conversion to the nearest 1/10000th of Sun a share) of Common Stock in accordance with the provisions of Section 10.14 of the Indenture; provided that if such Security is called for redemption, the conversion right will terminate at the close of business on the second Business Day immediately preceding the Redemption Date of such Security (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at an the close of business on the date such default is cured and such Security is redeemed). Such conversion right shall commence on the initial issuance date of the Securities and expire at the close of business on the date of maturity, subject, in the case of conversion rate of 1.2419 shares any Global Security, to any Applicable Procedures. The Conversion Price shall, as of Sun Common Stock for each the date of the Indenture, initially be $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 14.47 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount Conversion Rate shall, as of the Convertible Debenture converted by date of the conversion price Indenture, initially be approximately 69.1085. The Conversion Price and Conversion Rate will be adjusted under the circumstances specified in effect on the Conversion DateIndenture. Upon conversion, no adjustment for interest (including Contingent Interest and Liquidated Damages, if any) or dividends will be made. No fractional shares will be issued upon conversion but a cash adjustment conversion; in lieu thereof, an amount will be made for any paid in cash based upon the Ten Day Average Closing Stock Price (as defined in the Indenture). Except as provided in Section 10.02(c) of the Indenture, delivery of the Principal Return, Net Shares and cash in lieu of fractional interest. The outstanding shares shall be deemed to satisfy the Company's obligation to pay the principal amount of any Convertible Debenture shall a converted Security and accrued but unpaid interest (including Contingent Interest and Liquidated Damages, if any) thereon. Any accrued interest (including Contingent Interest and Liquidated Damages, if any) payable on a converted Security will be reduced deemed paid in full, rather than canceled, extinguished or forfeited. In addition, following certain corporate transactions as set forth in Sections 10.01(a)(iii)(A) and 10.01(a)(iii)(B) that occur on or prior to December 15, 2011 and that constitute a Change in Control (other than relating to the composition of the Board of Directors as described in clause (d) of the definition of Change in Control in Section 1.01) and for which 10% or more of the fair market value of the consideration for the Common Stock (as determined by the portion Board of Directors) in the principal amount thereof converted into shares corporate transaction consists of Sun (i) cash, (ii) other property or (iii) securities that are not traded or scheduled to be traded immediately following such transaction on a U.S. national securities exchange or the Nasdaq National Market, a Holder who elects to convert its Securities in connection with such corporate transaction will be entitled to receive Additional Shares of Common StockStock upon conversion in certain circumstances. To convert a Convertible DebentureSecurity, a Holder must (ia) complete and manually sign a the conversion notice substantially in set forth below and deliver such notice to the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iiib) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or the Conversion Agent and Agent, (ivd) pay any transfer or similar other tax, if requiredrequired and (e) if the Security is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Applicable Procedures. If a Notice Holder surrenders a Security for conversion between the close of Conversion is delivered business on or after the Regular Record Date and prior to the subsequent opening of business on the related Interest Payment Date, the Holder will Security must be entitled accompanied by payment of an amount equal to receive the interest (including Contingent Interest and Liquidated Damages, if any) payable on the subsequent such Interest Payment Date on the principal amount of the Security or portion thereof then converted; provided that no such payment shall be required if such Security has been called for redemption on a Redemption Date within the period between close of Convertible Debentures to be converted notwithstanding business on such Record Date and the conversion thereof prior to opening of business on such Interest Payment Date, or if such Security is surrendered for conversion on the Interest Payment Date. Except as otherwise provided A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. A Security in respect of which a Holder has delivered a Repurchase Notice or a Change of Control Repurchase Notice exercising the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion option of such Convertible Debenture shall not be payable, and Holder to require the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of repurchase such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in Section 3.08 or Section 3.09, respectively, of the last paragraph Indenture may be converted only if such notice of Section 307 and this paragraph) be paid to exercise is withdrawn in accordance with the Company upon Company Request or, if then held by terms of the Company, shall be discharged from such trustIndenture.

Conversion. The Holder of any Convertible Debenture has Subject to and in compliance with the right, exercisable at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option provisions of the Company or pursuant Indenture (including, without limitation, the conditions to conversion of this Security set forth in Section 12.1 thereof), a Tax Event)Holder is entitled, at such Holder's option, to convert the principal amount thereof Holder's Security (or any portion of the principal amount thereof that is $1,000 or an integral multiple of $25) into 1,000), into, subject to Section 12.13 thereof, fully paid and nonassessable shares of Sun Common Stock Ordinary Shares at the Conversion Price in effect on the date of conversion. The Company will notify Holders of any event triggering the right to convert the Securities as specified above in accordance with the Indenture. A Security in respect of which a Holder has delivered a Repurchase Notice or Change of Control Repurchase Notice, as the case may be, exercising the right of such Holder to require the Company to repurchase such Security may be converted only if such Repurchase Notice or Change of Control Repurchase Notice is withdrawn in accordance with the terms of the Company at an Indenture. The initial conversion rate of 1.2419 shares of Sun Common Stock for each Conversion Price is $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock)21.71, subject to adjustment under in certain circumstances as set forth events described in Section 1303 and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common StockIndenture. To convert surrender a Convertible DebentureSecurity for conversion, a Holder must (i) complete and sign a conversion notice substantially must, in the form attached heretocase of Global Securities, comply with the Applicable Procedures of the Depositary in effect at that time, and in the case of Certificated Securities, (ii1) surrender the Convertible Debenture Security to a the Conversion Agent, (iii2) complete and manually sign the conversion notice below (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or Conversion Agent and (iv4) pay all funds required, if any, relating to interest or Additional Amounts, if any, and any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will No fractional Ordinary Share shall be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the issued upon conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is convertedSecurity. Instead, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, pay a cash adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 Indenture. No payment or adjustment will be made for accrued and this paragraph) be paid to unpaid interest and Additional Amounts, if any, or dividends on the Ordinary Shares, except as provided in the Indenture. Upon conversion, the Company upon may choose to deliver, in lieu of Ordinary Shares, cash or a combination of cash and Ordinary Shares in accordance with the Indenture. If the Company Request or(i) is a party to a consolidation, if then held by merger or binding share exchange (ii) reclassifies the CompanyOrdinary Shares or (iii) conveys, shall transfers or leases its properties and assets substantially as an entirety to any Person, the right to convert a Security into shares of Ordinary Shares may be discharged from changed into a right to convert it into securities, cash or other assets of the Company or such trustother Person, in each case in accordance with the Indenture.

Conversion. The Holder Holders of any Convertible Debenture has Trust Securities, subject to the rightlimitations set forth in this Section, exercisable shall have the right at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option after 90 days of the Company or pursuant to a Tax Event)Closing Date, at their option, to cause the Conversion Agent to convert Trust Securities, on behalf of the principal amount thereof converting Holders, into shares of Common Stock in the manner described herein on and subject to the following terms and conditions: (or any portion thereof that is an integral multiple of $25i) The Trust Securities will be convertible into fully paid and nonassessable shares of Sun Common Stock pursuant to the Holder's direction to the Conversion Agent to exchange such Trust Securities for a portion of the Company Debentures having a principal amount equal to the aggregate Liquidation Amount of such Trust Securities, and immediately convert such amount of Debentures into fully paid and nonassessable shares of Common Stock at an initial conversion rate of 1.2419 0.8140 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures Trust Security (equal which is equivalent to a conversion price of approximately $20.13 61.425 per share $50 principal amount of Sun Common StockDebentures), subject to adjustment under certain circumstances as adjustments set forth in Section 1303 and 1304the Subordinated Indenture (as so adjusted, "Conversion Price"). (ii) In order to convert Trust Securities into Common Stock, the Holder of such Trust Securities shall submit to the Conversion Agent an irrevocable Notice of Conversion to convert Trust Securities on behalf of such Holder, together, if the Trust Securities are in certificated form, with such certificates. The Notice of Conversion shall (i) set forth the number of Trust Securities to be converted and the name or names, if other than the Holder, in which the shares issuable of Common Stock should be issued and (ii) direct the Conversion Agent (a) to exchange such Trust Securities for a portion of the Debentures held by the Property Trustee (at the rate of exchange specified in the preceding paragraph) and (b) to immediately convert such Debentures, on behalf of such Holder, into Common Stock (at the conversion rate specified in the preceding paragraph). The Conversion Agent shall notify the Property Trustee in writing of the Holder's election to exchange Trust Securities for a portion of the Debentures held by the Property Trustee and the Property Trustee shall, upon conversion receipt of a Convertible Debenture is determined by dividing such written notice, deliver to the Conversion Agent the appropriate principal amount of the Convertible Debenture converted by the conversion price Debentures for exchange in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interestaccordance with this Section. The outstanding principal amount of any Convertible Debenture Conversion Agent shall be reduced by thereupon notify the portion Depositor of the principal amount thereof converted Holder's election to convert such Debentures into shares of Sun Common Stock. To convert Holders of Trust Securities at the close of business on a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder Distribution payment record date will be entitled to receive the interest payable Distribution paid on such Trust Securities on the subsequent Interest Payment corresponding Distribution Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof of such Trust Securities on or following such record date but prior to such Interest Payment Distribution Date. Except as otherwise provided in above, neither the immediately preceding sentenceTrust nor the Depositor will make, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor or be required to make make, any other payment, allowance or adjustment upon any conversion on account of any accumulated and unpaid Distributions whether or allowance with respect to not in arrears accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being convertedTrust Securities surrendered for conversion, which or on account of any accumulated and unpaid dividends on the shares of Common Stock issued upon such conversion. Trust Securities submitted for conversion prior to the expiration of conversion rights as provided in Section 4.3(iii) shall be deemed to have been converted immediately prior to the close of business on the day on which an irrevocable Notice of Conversion relating to such Trust Securities is received by the Conversion Agent in accordance with the foregoing provision (the "Conversion Date"). The Person or Persons entitled to receive the Common Stock issuable upon conversion of the Debentures shall be treated for all purposes as the record holder or holders of such Common Stock on the date of conversion. As promptly as practicable on or after the Conversion Date, the Depositor shall issue and deliver at the office of the Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same, unless otherwise directed by the Holder in the notice of conversion and the Conversion Agent shall distribute such certificate or certificates to such Person or Persons. (iii) The conversion rights of holders of the Debentures and the corresponding conversion rights of Holders of Trust Securities shall expire at the Conversion Expiration Date. (iv) Each Holder of a Trust Security by its acceptance thereof initially appoints The First National Bank of Chicago not in its individual capacity but solely as conversion agent (the "Conversion Agent") for the purpose of effecting the conversion of Trust Securities in accordance with this Section. In effecting the conversion and transactions described in this Section, the Conversion Agent shall be acting as agent of the Holders of Trust Securities directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Trust Securities from time to time for Debentures held by the Trust in connection with the conversion of such Trust Securities in accordance with this Section and (ii) to convert all or a portion of the Debentures into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Section and to deliver to the Property Trustee any new Debenture or Debentures for any resulting unconverted principal amount delivered to the Conversion Agent by the Subordinated Debt Trustee. (v) No fractional shares of Common Stock will be issued as a result of conversion, but, in lieu thereof, such fractional interest will be paid in full. If any Convertible Debenture called for redemption is cash by the Depositor to the Conversion Agent in an amount equal to the Current Market Price of the fractional share of the Common Stock, and the Conversion Agent will in turn make such payment to the Holder or Holders of Trust Securities so converted, any money deposited with . (vi) Nothing in this Section 4.3 shall limit the requirement of the Trust to withhold taxes pursuant to the terms of the Trust Securities or as set forth in this Declaration or otherwise required of the Property Trustee or with the Trust to pay any Paying Agent or so segregated and held in trust for the redemption amounts on account of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustwithholdings.

Conversion. The A Holder of any Convertible a Debenture has the right, exercisable at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of may convert such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) Debenture into fully paid and nonassessable shares of Sun Common Stock of the Company at an any time prior to maturity; provided, however, that if the Debenture is called for redemption, the conversion right will terminate at the close of business on the redemption date for such Debenture (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Debenture is redeemed); provided, further, that if the Holder of a Debenture presents such Debenture for redemption prior to the close of business on the redemption date for such Debenture, the right of conversion shall terminate upon presentation of the Debenture to the Trustee (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate on the close of business on the date such default is cured and such Debenture is redeemed). The initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 is ________* per share of Sun Common Stock)share, subject to adjustment under certain circumstances as set forth in Section 1303 and 1304circumstances. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by the conversion price in effect on the Conversion Date. Upon conversion any accrued and unpaid interest on the Securities shall be paid to the Holder thereof, at the option of the Company, either (i) in freely tradeable shares of Common Stock at the Conversion Price or (ii) in cash. No fractional shares will be issued upon conversion but a cash adjustment conversion; in lieu thereof, an amount will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by paid in cash based upon the portion closing sale price of the principal amount thereof converted into shares of Sun Common StockStock on the last Trading Day prior to the Conversion Date. To convert a Convertible Debenture, a Holder must (ia) complete and manually sign a the conversion notice substantially in set forth below and deliver such notice to the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iiib) surrender the Debenture to the Conversion Agent, (c) furnish appropriate endorsements or transfer documents if required by the Security Registrar or the Conversion Agent Agent, and (ivd) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or Holder surrenders a Debenture for conversion after the Regular Record Date close of business on the record date for the payment of an installment of interest and prior to before the subsequent Interest Payment Dateclose of business on the related interest payment date then, the Holder will be entitled to receive notwithstanding such conversion, the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the payment date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed paid to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture on such record date. In such event, the Debenture must be accompanied by payment of an amount equal to the interest payable on such interest payment date on the principal amount of the Debenture or portion thereof then converted. A Holder may convert a portion of a Debenture equal to $1,000 or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustintegral multiple thereof.

Conversion. The Holder of any Convertible Debenture has During the right, exercisable at any time on or before 5:00 p.m. (New York City time) 30-day period commencing on the Business Day immediately preceding 90th day ---------- after the date issuance of repayment a share of 9% Convertible Preferred Stock (the "Conversion Period"), such share of 9% Convertible Debentures, whether at maturity or upon redemption (either Preferred Stock shall be convertible at the option of the Company or pursuant to holder of record thereof into a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number of shares issuable upon conversion of a Convertible Debenture Common Stock equal to the Conversion Ratio (as hereinafter defined); provided, that no fractional share of Common Stock shall be issued, but in lieu thereof one share of Common Stock shall be issued. The Conversion Period shall be extended until the fifth day after the expiration or termination of any waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, which is determined applicable to such conversion, so long as any filing which is required to be made by dividing the principal amount holder under such Act is made on or before the commencement of the Conversion Period. Conversion of such share of 9% Convertible Debenture Preferred Stock shall be effected by surrender of such holder's certificate representing such share of 9% Convertible Preferred Stock accompanied by a written notice from such holder addressed to the Corporation requesting the conversion. Upon conversion, holders of converted by the conversion price in effect on the Conversion Date. No fractional shares of 9% Convertible Preferred Stock will be issued upon conversion but a cash adjustment will be made for any fractional interestcertificates representing the shares of Common Stock to which they are entitled. The outstanding principal amount "Conversion Ratio" at the effective date of the original Certificate of Designation with respect to the shares of 9% Convertible Preferred Stock shall equal one (1.0). Thereafter, upon any Convertible Debenture stock split, stock dividend, subdivision or combination of shares of Common Stock (an "Adjustment Event"), the Conversion Ratio shall be reduced by adjusted such that immediately upon the portion occurrence of such Adjustment Event the principal amount thereof converted into shares holder of Sun Common Stock. To convert a share of 9% Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will Preferred Stock shall be entitled to convert (assuming, if the Conversion Period is not then in effect, that the Conversion Period was then in effect) such share of 9% Convertible Preferred Stock into the number of shares of Common Stock which such holder would have been entitled to receive the interest payable on the subsequent Interest Payment Date on the portion if such holder had converted such share of 9% Convertible Debentures to be converted notwithstanding the conversion thereof Preferred Stock into Common Stock immediately prior to such Interest Payment DateAdjustment Event. Except as otherwise provided in Any adjustment of the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which Conversion Ratio shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with effective as of the Trustee or with any Paying Agent or so segregated and held in trust record date for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid Adjustment Event giving rise to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustadjustment.

Conversion. The Holder Subject to the terms and conditions of any Convertible Debenture has the rightIndenture, exercisable at any time on or before 5:00 p.m. (New York City time) on times after the Business Day immediately preceding Issue Date, a Holder of a Security may convert the date of repayment Principal Amount of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof Security (or any portion thereof that thereof) into shares of the Company’s common stock at the Conversion Price. The Conversion Price in effect at any given time is subject to adjustment. A Holder may convert fewer than all of such H▇▇▇▇▇’s Securities so long as the Securities converted are an integral multiple of $25) into fully paid 1,000 Principal Amount. Holders converting any Securities or portions thereof shall be entitled to receive any accrued and nonassessable shares of Sun Common Stock unpaid interest on the Principal Amount being converted as of the Company at an initial conversion rate Conversion Date to the extent provided for in the Indenture. If the Conversion Date occurs between the close of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by the conversion price in effect business on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent opening of business on the immediately following Interest Payment Date, the Company shall pay to the applicable Holder will be entitled in cash, on such Interest Payment Date, an amount equal to receive the accrued and unpaid interest payable through the Conversion Date on the subsequent Principal Amount of Securities such Holder is converting; provided, however, if the Company pays such Holder on such Interest Payment Date on an amount equal to the interest otherwise payable to such Holder as if such Holder had not converted any Security or portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture Holder shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid promptly pay to the Company upon Company Request oran amount equal to the difference between (1) such interest payment received and (2) the amount of accrued and unpaid interest through the Conversion Date for the Principal Amount converted by such Holder. [INCLUDE IF SECURITY IS A GLOBAL SECURITY — In the event of a deposit or withdrawal of an interest in this Security, if then held by including an exchange, transfer, repurchase or conversion of this Security in part only, the CompanyTrustee, as custodian of the Depositary, shall make an adjustment on its records to reflect such deposit or withdrawal in accordance with the rules and procedures of the Depositary.] [INCLUDE IF SECURITY IS A RESTRICTED SECURITY — Subject to certain limitations in the Indenture, at any time when the Company is not subject to Section 13 or 15(d) of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), upon the request of a Holder or any beneficial owner of a Restricted Security or holder or beneficial owner of shares of Common Stock issued upon conversion thereof, the Company will promptly furnish or cause to be discharged from furnished Rule 144A Information (as defined below) and any reports required to be filed by them under the Exchange Act or Securities Act (as defined below) to such trust.Holder or any beneficial owner of Restricted Securities, or holder or beneficial owner of shares of Common Stock issued upon conversion thereof, or to a prospective purchaser of any such

Conversion. The Holder (a) Subject to the provisions for adjustment of any Convertible Debenture has the rightConversion Amount hereinafter set forth, exercisable each share of Senior Preferred Stock shall be convertible at any time on or before 5:00 p.m. (New York City and from time to time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount holder thereof (or any portion thereof that is an integral multiple of $25each, a "Conversion") into fully paid and nonassessable shares of Sun Common Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number of shares issuable of Common Stock deliverable upon conversion a Conversion of a Convertible Debenture is shares of Senior Preferred Stock (excluding accrued dividends thereon, which are addressed by paragraph (b)(i) of this Section 6) shall be determined by dividing multiplying the principal amount number of the Convertible Debenture converted such shares of Senior Preferred Stock by the conversion price in effect on amount at the time of Conversion Date(the "Conversion Amount"), which shall initially be 51.49330587, and which Conversion Amount shall be subject to adjustment from time to time pursuant to paragraph (d) of this Section 6. No fractional shares will shall be issued upon conversion but the Conversion of any shares of Senior Preferred Stock unless the Company otherwise has fractional shares outstanding at the time of such Conversion. All shares of Common Stock (including fractions thereof) issuable upon Conversion of more than one share of Senior Preferred Stock by a cash adjustment will holder thereof shall be made aggregated for purposes of determining whether Conversion would result in the issuance of any fractional interestshares. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must If: (i) complete the Company has no such fractional shares outstanding at the time of Conversion; and sign a conversion notice substantially in the form attached hereto, (ii) surrender after the Convertible Debenture aforementioned aggregation, the Conversion would result in the issuance of a fraction of a share of Common Stock, the Company shall, in lieu of issuing any fractional share, pay the holder otherwise entitled to such fraction a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by sum in cash equal to the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice Current Market Price of one share of Common Stock on the date of Conversion is delivered on or after multiplied by such fraction. (i) A Conversion of Senior Preferred Stock may be effected by any holder thereof upon the Regular Record Date and prior surrender to the subsequent Interest Payment Date, Company at the Holder will be entitled to receive principal office of the interest payable on Company of the subsequent Interest Payment Date on the portion of Convertible Debentures certificate for such Senior Preferred Stock to be converted notwithstanding (the conversion thereof prior "Surrendered Certificate") accompanied by a written notice (the "Conversion Notice" and, together with the Surrendered Certificate, the "Conversion Deliveries") stating that such holder elects to convert all or a specified number of such Interest Payment Dateholder's shares (which may be fractional shares) in accordance with the provisions of this Section 6 and specifying the name or names in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. Except as otherwise provided in the immediately preceding sentenceUpon any Conversion of shares of Senior Preferred Stock, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after accrued and unpaid dividends (through the date of conversion Conversion) owing in respect of such Convertible Debenture shares of Senior Preferred Stock to be converted shall not be payablesimultaneously converted into a number of shares of Common Stock equal to the sum of such accrued and unpaid dividends divided by the Conversion Price. (ii) In case the written notice specifying the name or names in which such holder wishes the certificate or certificates for shares of Common Stock to be issued shall specify a name or names other than that of such holder, such notice shall be accompanied by payment of all transfer taxes payable upon the issuance of shares of Common Stock in such name or names. Other than such taxes, the Company will pay any and all issue and other taxes (other than taxes based on income) that may be payable in respect of any issue or delivery of shares of Common Stock on Conversion of Senior Preferred Stock pursuant hereto. As promptly as practicable, and in any event within five Business Days after the surrender of such certificate or certificates and the receipt of such notice relating thereto and, if applicable, payment of all transfer taxes (or the demonstration to the satisfaction of the Company shall not make nor be required to make any other paymentthat such taxes have been paid), adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust.the

Conversion. The Subject to and upon compliance with the provisions of the Indenture, a Holder is entitled until the close of any Convertible Debenture has the right, exercisable at any time on or before 5:00 p.m. (New York City time) business on the Business Day immediately preceding the date Maturity Date, at its option, to convert any Notes that are whole multiples of repayment of such Convertible Debentures$1,000 principal amount into Common Shares (or, whether at maturity or upon redemption (either at the option of the Company Issuer, into cash or pursuant a combination of cash and Common Shares) at the Conversion Rate in effect at the time of conversion, subject to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock of the Company at an adjustments described below. The initial conversion rate of 1.2419 shares of Sun is 70.0133 Common Stock for each Shares per $25 in aggregate 1,000 principal amount of Convertible Debentures Notes (equal subject to a adjustment in the event of certain circumstances as specified in the Indenture, the "CONVERSION RATE"), or an effective initial conversion price of approximately $20.13 14.28 per share of Sun Common Stock), (subject to adjustment in the event of certain circumstances as specified in the Indenture, the "CONVERSION PRICE"). If the conversion is in connection with a Change in Control, there shall, under certain circumstances circumstances, be added to the Common Shares otherwise issuable upon conversion an additional number of Common Shares as a Make Whole Premium as set forth in Section 1303 the Indenture. In the event that of a Change of Control occurs that would otherwise trigger the obligation of the Issuer to pay the Make Whole Premium and 1304the Acquiror is a Public Entity or is a direct or indirect subsidiary of a Public Entity, the Issuer may elect instead to provide that the Notes become convertible into common shares of the Public Entity, subject to certain conditions as specified in the Indenture. Upon conversion, at the option of the Issuer, the Issuer may, in lieu of delivery of the Common Shares issuable upon conversion, deliver cash or a combination of cash and Common Shares in satisfaction of its obligations upon such conversion. The number Issuer will deliver cash in lieu of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by the conversion price in effect any fractional share. Upon conversion, no payment or adjustment for any unpaid and accrued interest and additional interest, if any, on the Conversion Date. No fractional shares Notes will be issued upon made, except in certain circumstances as specified in the Indenture. If a Holder surrenders a Note for conversion after the record date for the payment of interest but prior to the corresponding interest payment date, such Note, when surrendered for conversion, must be accompanied by payment of an amount equal to the interest and additional interest, if any, thereon which has accrued and will accrue and be paid on the Notes being converted on the corresponding interest payment date, unless (1) the Notes have been called for redemption as described in the Indenture, (2) the Notes have been converted in connection with a cash adjustment will be made for any fractional Designated Event as described in the Indenture or (3) overdue interest. The outstanding principal amount , if any, exists at the time of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stockconversion with respect to such Note. To convert a Convertible DebentureNote, a Holder must (i1) with respect to any Note in certificated form, (A) complete and sign a conversion notice substantially in the form attached heretoConversion Notice, with appropriate signature guarantee, on the back of the Note and (iiB) surrender the Convertible Debenture Note to a the Conversion Agent, (iii2) with respect to any interest in a Global Note, (A) complete, or cause to be completed, the appropriate instruction form for conversion pursuant to the Depositary's book-entry conversion program and (B) deliver, or cause to be delivered, to the Conversion Agent by book-entry delivery the interest in such Global Note being converted, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or Conversion Agent Agent, (4) pay funds equal to the interest payable on the next interest payment date to which such Holder is not entitled, if any, (as provided in the last sentence of the above paragraph) and (iv5) pay any transfer or similar tax, tax if required. If A Holder may convert a Notice portion of Conversion a Note if the portion is delivered on $1,000 principal amount or a positive integral multiple of $1,000 principal amount. Any shares issued upon conversion of a Note shall bear the Restrictive Securities Legend until after the Regular Record Date and prior to second anniversary of the subsequent Interest Payment Datelater of the issue date for the Notes (unless the Issuer determines otherwise in accordance with applicable law) or the last date on which the Issuer, the Holder will be entitled to receive Company or any of their respective affiliates was the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion owner of such Convertible Debenture shall not be payable, and shares or the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest Note (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in predecessor notes) from which such shares were converted (or such shorter period of time) (the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust"Resale Restriction Termination Date").

Conversion. The Subject to and in compliance with the provisions of the Indenture, the Holder of any Convertible Debenture Security has the right, exercisable at any time on or before 5:00 p.m. prior to the close of business (New York City time) on the date of the Security's maturity (or, in the case of Securities called for redemption, prior to the close of business on the Business Day immediately preceding prior to the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Eventcorresponding Redemption Date), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $2520) into fully paid and nonassessable shares of Sun Fleetwood Common Stock of at the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 [___] per share of Sun Fleetwood Common Stock), subject to adjustment under certain circumstances circumstances. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular 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 will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as set forth in Section 1303 and 1304the case may be, despite such conversion. In such event, such Security, 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. The number of shares issuable upon conversion of a Convertible Debenture Security is determined by dividing the principal amount of the Convertible Debenture Security converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture Security shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust.

Conversion. The Holder of any Convertible Debenture has the right, exercisable at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Company Common Stock of the Company at an initial conversion rate of 1.2419 0.4545 shares of Sun Company Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 55.00 per share of Sun Company Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 13041303. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Company Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust.

Conversion. The Holder Subject to the terms of any Convertible Debenture has the rightIndenture, exercisable Holders may surrender Securities for conversion into shares of Ordinary Shares at any time on or before 5:00 p.m. prior to July 15, 2023 at the Conversion Price then in effect. The conversion right with respect to the Security or the portion of the Security being redeemed will expire: (New York City timei) on the date that is two Business Day Days immediately preceding the redemption date or the Purchase Date (provided, that the Holder has not withdrawn the Purchase Notice), as the case may be, or (ii) if the Holder has elected to participate in a repurchase upon a Change of repayment Control, at 5:00 p.m. New York time on the business day before the Change of Control Purchase Date unless, in any case, the Company defaults in making the payment due upon such Convertible Debentures, whether at maturity redemption or upon redemption repurchase date (either in which case the conversion right will terminate at the option close of business on the Company or pursuant to a Tax Eventdate such default is cured), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number of shares issuable upon conversion of a Convertible Debenture Security is determined by dividing the principal amount of the Convertible Debenture to be converted by the conversion price Conversion Price in effect on the Conversion Date, and rounding the result to the nearest 1/l00th of a share, with 500/1,000 of a share to be rounded up. No Upon conversion, no payment or adjustment for accrued interest on a converted Security (other than the payment of accrued interest to the Holder of a Security pursuant to paragraph 1 hereof) or for dividends or distributions on the Ordinary Shares will be made. The Company will deliver cash for the value of such fractional shares will rounded to the nearest cent with 0.5 cents to be issued upon conversion but rounded up based on the current market price of the Ordinary Shares. A Security in respect of which a cash adjustment will Holder has delivered a Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be made for any fractional interestconverted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The outstanding initial Conversion Price is $25.79 per share of Ordinary Shares, subject to adjustment in certain events described in the Indenture. The initial Conversion Price is equivalent to a conversion rate of approximately 38.7692 Ordinary Shares per $1,000 principal amount of Securities, and is subject to adjustment as described in the Indenture. Holders may only surrender their Securities for conversion if any Convertible Debenture of the following conditions is satisfied: • During the period from issuance to July 15, 2022, if the Sale Price of the Ordinary Shares for each of any five consecutive Trading Days in the immediately preceding fiscal quarter is more than 115% of the Conversion Price per Ordinary Share; • During the period from July 15, 2022 to July 15, 2023, if the Sale Price of the Ordinary Shares on the previous Trading Day is more than 115% of the Conversion Price per Ordinary Share; • If the Company has called the Securities for redemption; • If the average of the Trading Prices of the Securities for any five consecutive Trading Day period is less than 100% of the average of the Conversion Values of the Securities during that period; provided, however, that no Securities may be converted based on the satisfaction of this condition during the six month period immediately preceding each specified date on which Holders may require the Company to repurchase their Securities (for example, with respect to the July 15, 2007 put date, the Securities may not be converted from January 15, 2007 to July 15, 2007) if on any day during such five consecutive Trading Day period, the Sale Price of the Ordinary Shares is between the Conversion Price and 115% of the Conversion Price; or • If the Company makes certain significant distributions to the Holders of the Company’s Ordinary Shares or the Company enters into specified corporate transactions. No adjustment in the Conversion Price will be required unless such adjustment would require a change of at least 1% in the Conversion Price then in effect; provided that any adjustment that would otherwise be required to be made shall be reduced by carried forward and taken into account in any subsequent adjustment. The Company from time to time may voluntarily reduce the portion Conversion Price for a period of the principal amount thereof converted into shares of Sun Common Stockat least 20 days. To convert a Convertible DebentureSecurity, a Holder must must: (i1) complete and sign a the conversion notice substantially in (the form attached hereto“Conversion Notice”) on the reverse of the Security indicating, inter alia, the condition upon which the conversion is based, (ii2) surrender the Convertible Debenture Security to a the Conversion Agent, , (iii3) furnish the appropriate endorsements or and transfer documents if required by the Security Registrar or Conversion Agent and Agent, and (iv4) pay any tax or duty which may be payable in respect of any transfer involving the issue or similar tax, if required. If delivery of Ordinary Shares in the name of a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, Person other than the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Datethereof. Except as otherwise provided in the immediately preceding sentence, in In the case of any Convertible Debenture which Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures. A Holder may convert a portion of a Security if the portion is converted, interest whose Stated Maturity is after the date $1,000 or an integral multiple of conversion of such Convertible Debenture shall not be payable, and $1,000. If the Company shall not make nor is a party to a consolidation or merger, or a transfer or a lease of all or substantially all of its assets or a merger which reclassifies or changes its outstanding Ordinary Shares, the right to convert a Security into Ordinary Shares may be required changed into a right to make any convert it into securities, cash or other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right assets of the Holder of such Convertible Debenture Company or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustanother person.

Conversion. The Holder mode of any Convertible Debenture has carrying the right, exercisable at any time on or before 5:00 p.m. (New York City time) on Merger into effect and the Business Day immediately preceding manner and basis of converting the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock of the Company at an initial conversion rate of 1.2419 Columbia into shares of Sun Common Stock for each $25 in PMI are as follows: 9.1 The aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined Columbia Common Stock issued and outstanding on the Merger Date shall, by dividing the principal amount virtue of the Convertible Debenture converted by the conversion price in effect Merger and without any action on the Conversion Date. No part of the holders thereof, be converted into an aggregate of 50,000 shares of PMI Common Stock adjusted by any increase for fractional shares and reduced by any Dissenting Shares (defined below). 9.2 The 50,000 PMI Common Stock to be issued hereunder (the “PMI Shares”) will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by pursuant to applicable exemptions under the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete British Columbia Securities Act and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion shareholders of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional PaymentsColumbia that are U.S. residents, if any, pursuant to Section 4(2) of the Securities ▇▇▇ ▇▇▇▇ and/or Rule 506 of the General Rules and Regulations of the Securities and Exchange Commission. The PMI Shares will be restricted as to transferability pursuant to applicable securities legislation in the Province of British Columbia. In addition the PMI Shares issued to U.S. residents will be restricted as to transferability pursuant to Rule 144 thereof, and will bear substantially the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “ACT”) AND ARE “RESTRICTED SECURITIES” AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT.” 9.3 All outstanding Common or Preferred Stock of Columbia and all warrants, options or other rights to its Common or Preferred Stock shall be retired and canceled as of the Merger Date. 9.4 Each share of Columbia Common Stock that is owned by Columbia as treasury stock shall, by virtue of the Merger and without any action on the Convertible Debentures being convertedpart of Columbia, which be retired and canceled as of the Merger Date. 9.5 Each certificate evidencing ownership of shares of PMI Common Stock issued and outstanding on the Merger Date or held by PMI in its treasury shall continue to evidence ownership of the same number of shares of PMI’s Common Stock. 9.6 PMI Common Stock shall be deemed issued to the shareholders of Columbia Common Stock in exchange for their shares. 9.7 The PMI shares to be paid issued in full. If exchange for Columbia Common Stock hereunder shall be proportionately reduced by any Convertible Debenture called for redemption is converted, any money deposited shares owned by Columbia shareholders who shall have timely objected to the Merger (“Dissenting Shares”) in accordance with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right provisions of the Holder of such Convertible Debenture or any Predecessor Security to receive interest Delaware Business Corporation Act as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trusttherein.

Conversion. The Holder of any Convertible Debenture has the right, exercisable at any time on or before 5:00 p.m. (New York City time) Lenders set forth on the Business Day Register (immediately preceding prior to giving effect to this Amendment) are the date lenders of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option record of the Company or pursuant to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as Term B-2 Loan set forth in Section 1303 on the Register opposite such Lender’s name (each such Lender, a “Converting Lender”). Each such Converting Lender represents and 1304warrants that it holds such portion of the Term B-2 Loan and has not assigned or participated such portion of the Term B-2 Loan to any other Person. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing Company, the Administrative Agent and each Converting Lender hereby agree that on the First Refinancing Facility Amendment Effective Date the principal amount of the Convertible Debenture converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion of the Term B-2 Loan set forth on the Register (immediately prior to giving effect to this Amendment) opposite such Converting Lender’s name and owing to such Converting Lender under the Credit Agreement shall be converted (the “Conversion”) into a portion of the Term B-3 Loan in an aggregate principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debentureequal to the amount set forth on the Register (immediately after giving effect to this Amendment) opposite such Converting Lender’s name, a Holder must (i) complete as contemplated by and sign a conversion notice substantially to be evidenced and governed by the Credit Agreement and the related Loan Documents, all on the terms and conditions set forth in the form attached heretoCredit Agreement, in each case, as amended by this Amendment. In order to effect the Conversion, (iia) surrender the Convertible Debenture Administrative Agent has notified the Company that upon the First Refinancing Facility Amendment Effective Date it will ▇▇▇▇ the Register to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by reflect the Security Registrar or Conversion Agent Term B-2 Loan as no longer outstanding on the First Refinancing Facility Amendment Effective Date and (ivb) pay any transfer or similar tax, if required. If each Converting Lender will have been deemed to become a Notice of Conversion is delivered on or after the Regular Record Date and prior party to the subsequent Interest Payment Date, Credit Agreement as a Term B-3 Lender on the Holder First Refinancing Facility Amendment Effective Date in respect of the Term B-3 Loan in the amount set forth opposite such Converting Lender’s name on the Register (immediately after giving effect to this Amendment). The Conversion will be entitled not affect the right of any Converting Lender to receive the any accrued and unpaid interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Paymentsthe Term B-2 Loan that is owed to such Converting Lender, if any) on the Convertible Debentures being converted, all of which shall be deemed paid by the Company on the First Refinancing Facility Amendment Effective Date (but it is understood and agreed that the Term B-2 Loan shall not bear any interest from and after the Conversion). Furthermore, each Converting Lender agrees that, effective upon the Conversion and subject to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption receipt of such Convertible Debenture shall (subject to accrued and unpaid interest, it no longer holds any right portion of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustTerm B-2 Loan.

Conversion. The Subject to earlier Maturity, Redemption, Purchase at Holder’s Option or Repurchase Upon Fundamental Change, Holders may surrender Securities in integral multiples of $1,000 principal amount for conversion into shares of Common Stock in accordance with Article X of the Indenture. To convert a Security, a Holder must (1) complete and sign the Conversion Notice, with appropriate signature guarantee, on the back of the Security, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Registrar or Conversion Agent, (4) pay the amount of interest, if any, the Holder must pay in accordance with the Indenture and (5) pay any Convertible Debenture has tax or duty if required pursuant to the rightIndenture. A Holder may convert a portion of a Security if the portion is $1,000 principal amount or an integral multiple of $1,000 principal amount. Notwithstanding anything herein to the contrary, exercisable at any time on or before 5:00 p.m. (New York City time) no Security may be converted after the close of business on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (or any portion thereof that Maturity Date. The initial Conversion Rate is an integral multiple of $25) into fully paid and nonassessable 76.9231 shares of Sun Common Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each per $25 in aggregate 1,000 principal amount of Convertible Debentures Securities (equal to a conversion price which results in an effective initial Conversion Price of $20.13 13.00 per share of Sun Common Stock), share) subject to adjustment under in the event of certain circumstances as set forth specified in Section 1303 and 1304the Indenture. The number Company will deliver cash in lieu of shares issuable upon any fractional share. On conversion, no payment or adjustment for any unpaid and accrued interest or additional interest on the Securities will be made. If a 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 related interest payment date, such Security, when surrendered for conversion, must be accompanied by payment of an amount equal to the interest thereon which the registered Holder at the close of business on such record date is to receive; provided, however, that such payment of an amount equal to the interest described in the immediately preceding sentence in respect of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by the Security surrendered for conversion price in effect on the Conversion Date. No fractional shares will shall not be issued upon conversion but required with respect to a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must Security that (i) complete and sign a is surrendered for conversion notice substantially in after the form attached heretorecord date immediately preceding the Maturity Date, (ii) surrender has been called for Redemption pursuant to Section 3.04 of the Convertible Debenture to a Conversion Agent, Indenture and paragraphs 6 and 7 herein or (iii) furnish appropriate endorsements is surrendered for conversion after a record date for the payment of an installment of interest and on or transfer documents if required by before the Security Registrar related interest payment date, where, pursuant to Section 3.09 of the Indenture, the Company has specified, with respect to a Fundamental Change, a Fundamental Change Repurchase Date that is after such record date and on or Conversion Agent and (iv) pay any transfer or similar taxbefore such interest payment date; provided further, that, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and Company shall have, prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Conversion Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid a Security, defaulted in a payment of interest (including Additional Paymentson such Security, if any) on the Convertible Debentures being converted, which then in no event shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture Security who surrenders such Security for conversion be required to pay such defaulted interest or the interest that shall have accrued on such defaulted interest pursuant to Section 2.12 of the Indenture or otherwise The Conversion Rate applicable to each Security that is surrendered for conversion, in accordance with the Securities and Article X of the Indenture, at any Predecessor Security time during the Make-Whole Conversion Period with respect to receive interest as provided in the last paragraph of Section 307 and this paragraph) a Make-Whole Fundamental Change shall be paid increased to an amount equal to the Company upon Company Request orConversion Rate that would, but for Section 10.15 of the Indenture, otherwise apply to such Security pursuant to Article X of the Indenture, plus an amount equal to the Make-Whole Applicable Increase; provided, however, that such increase to the Conversion Rate shall not apply if then held such Make-Whole Fundamental Change is announced by the Company, Company but shall not be discharged from such trustconsummated.

Conversion. The Holder of any Convertible Debenture has Subject to and upon compliance with the right, exercisable at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option provisions of the Company or pursuant to a Tax Event)Indenture, to convert the principal amount thereof (Holder may surrender for conversion all or any portion thereof of this Security that is in an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 13041,000. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment DateUpon conversion, the Holder will shall be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided consideration specified in the immediately preceding sentence, in the case Indenture. No fractional share of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of Common Stock shall be issued upon conversion of such Convertible Debenture shall not be payablea Security. Instead, and the Company shall not make nor be required to make any other payment, pay a cash adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph Indenture. The initial Conversion Rate of the Securities shall be 56.9801 shares of Common Stock per $1,000 principal amount of Securities, subject to adjustment in accordance with the provisions of Article 4 of the Indenture. If a Holder converts all or any portion of this Security in connection with the occurrence of certain Fundamental Change transactions, the Conversion Rate shall be increased in the manner and to the extent described in Section 307 and this paragraph4.06 of the Indenture. Securities 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 be paid accompanied by payment by the Holders of such Securities in funds to the Conversion Agent acceptable to the Company upon of an amount equal to the interest payable on such corresponding Interest Payment Date; provided that no such payment need be made: (1) if the Company Request orhas called the Securities for redemption on a Redemption Date that falls after a Regular Record Date for an Interest Payment Date and on or prior to the corresponding Interest Payment Date; (2) in connection with a conversion following the Regular Record Date preceding the Final Maturity Date; (3) 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 (4) to the extent of any overdue interest, if then held by any overdue interest exists at the Company, shall time of conversion with respect to such Security. A Security in respect of which a Holder has submitted a Fundamental Change Purchase Notice may be discharged from converted only if such trustHolder validly withdraws such Fundamental Change Purchase Notice in accordance with the terms of the Indenture.

Conversion. (a) The Holder holder of any Convertible Debenture has the right, exercisable this Security is entitled at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding after the date hereof (the “Conversion Commencement Date”) and before the close of repayment of such Convertible Debenturesbusiness on June 13, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), 2014 to convert the principal amount thereof this Security (or any portion thereof of the principal amount hereof that is an integral multiple of $25) 5,000), into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of Sun a share) of Common Stock of the Company at an initial conversion the rate of 1.2419 62,500 shares of Sun Common Stock (the “Conversion Rate”) for each $25 in aggregate 5,000 principal amount of Convertible Debentures Security by surrender of this Security, duly endorsed or assigned to the Company or in blank to the Company at the Designated Office, accompanied by written notice (equal a “Conversion Notice”) to a conversion price of $20.13 per share of Sun Common Stock), subject the Company that the holder hereof elects to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing convert this Security (or if less than the entire principal amount of the Convertible Debenture converted by the conversion price in effect on the Conversion Date. No fractional shares will hereof is to be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by converted, specifying the portion hereof to be converted). Upon surrender of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the this Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Datefor conversion, the Holder holder will be entitled to receive the interest payable accruing on the subsequent Interest Payment principal amount of this Security then being converted from the interest payment date next preceding the date of such conversion to such date of conversion. No payment or adjustment is to be made on conversion for dividends on the Common Stock issued on conversion hereof. No fractions of shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional interest, the Company shall pay a cash adjustment, computed on the basis of the Closing Price of the Common Stock on the date of conversion, or, at its option, the Company shall round up to the next higher whole share. (b) The Conversion Rate shall be subject to adjustments from time to time as follows: (1) In case the Company shall pay or make a dividend or other distribution on all of the outstanding shares of Common Stock of the Company payable in shares of Common Stock, the Conversion Rate in effect at the opening of business on the day following the Determination Date for such dividend or other distribution shall be increased by dividing such Conversion Rate by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on such Determination Date and the denominator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such increase to become effective immediately after the opening of business on the day following such Determination Date. For the purposes of this paragraph (1), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. (2) Subject to the last sentence of paragraph (7) of this Section 2(b), in case the Company shall issue rights, options or warrants to all holders of its Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the current market price per share (determined as provided in paragraph (8) of this Section 2(b)) of the Common Stock on the Determination Date for such distribution, the Conversion Rate in effect at the opening of business on the day following such Determination Date shall be increased by dividing such Conversion Rate by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on such Determination Date plus the number of shares of Common Stock which the aggregate of the offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at such current market price and the denominator shall be the number of shares of Common Stock outstanding at the close of business on such Determination Date plus the number of shares of Common Stock so offered for subscription or purchase, such increase to become effective immediately after the opening of business on the day following such Determination Date. For the purposes of this paragraph (2), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. (3) In case outstanding shares of Common Stock shall be subdivided into a greater number of shares of Common Stock, the Conversion Rate in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately increased, and, conversely, in case outstanding shares of Common Stock shall each be combined into a smaller number of shares of Common Stock, the Conversion Rate in effect at the opening of business on the day following the day upon which such combination becomes effective shall be propor­tionately reduced, such increase or reduction, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such sub­division or combination becomes effective. (4) Subject to the last sentence of paragraph (7) of this Section 2(b), in case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness, shares of any class of capital stock, or other property (including securities, but excluding (i) any rights, options or warrants referred to in paragraph (2) of this Section 2(b), (ii) any dividend or distribution paid exclusively in cash, (iii) any dividend or distribution referred to in paragraph (1) of this Section 2(b) and (iv) any merger or consolidation to which Section 2(h) applies), the Conversion Rate shall be adjusted so that the same shall equal the rate determined by dividing the Conversion Rate in effect immediately prior to the close of business on the Determination Date for such distribution by a fraction of which the numerator shall be the current market price per share (determined as provided in paragraph (8) of this Section 2(b)) of the Common Stock on such Determination Date less the then fair market value (as determined in good faith by the Board of Directors of the Company) of the portion of Convertible Debentures the assets, shares or evidences of indebted­ness so distributed applicable to one share of Common Stock and the denominator shall be such current market price per share of the Common Stock, such adjustment to become effective immediately prior to the opening of business on the day following such Determination Date. If the Board of Directors determines the fair market value of any distribution for purposes of this paragraph (4) by reference to the actual or when issued trading market for any securities comprising such distribution, it must in doing so consider the prices in such market over the same period used in computing the current market price per share pursuant to paragraph (8) of this Section 2(b). (5) In case the Company shall, by dividend or otherwise, make a Cash Distribution to all holders of its Common Stock, then, and in each such case, immediately after the close of business on the Determination Date for such Cash Distribution, the Conversion Rate shall be adjusted so that the same shall equal the rate determined by dividing the Conversion Rate in effect immediately prior to the close of business on such Determination Date by a fraction (a) the numerator of which shall be equal to the current market price per share (determined as provided in paragraph (8) of this Section 2(b)) of the Common Stock on such Determination Date less an amount equal to the quotient of (1) the amount of such Cash Distribution divided by (2) the number of shares of Common Stock outstanding on such Determination Date and (b) the denominator of which shall be equal to the current market price per share (determined as provided in paragraph (8) of this Section 2(b)) of the Common Stock on such Determination Date. (6) In case the Company or any Subsidiary shall make an Excess Purchase Payment, then, and in each such case, immediately prior to the opening of business on the day after the tender offer in respect of which such Excess Purchase Payment is to be converted notwithstanding made expires, the conversion thereof Conversion Rate shall be adjusted so that the same shall equal the rate determined by dividing the Conversion Rate in effect immediately prior to the close of business on the Determination Date for such Interest Payment Date. Except tender offer by a fraction (a) the numerator of which shall be equal to the current market price per share (determined as otherwise provided in paragraph (8) of this Section 2(b)) of the immediately preceding sentence, Common Stock at such Determination Date less the amount of such Excess Purchase Payment and (b) the denominator of which shall be equal to the current market price per share of the Common Stock (determined as provided in paragraph (8) of this Section 2(b)) as of such Determination Date. (7) The reclassification of Common Stock into securities other than Common Stock (other than any reclassification upon a consolidation or merger to which Section 2(h) applies) shall be deemed to involve (a) a distribution of such securities other than Common Stock to all holders of Common Stock (and the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the effective date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which reclassification shall be deemed to be paid the Determination Date), and (b) a subdivision or combination, as the case may be, of the number of shares of Common Stock outstanding immediately prior to such reclassification into the number of shares of Common Stock outstanding immediately thereafter (and the effective date of such reclassification shall be deemed to be “the day upon which such subdivision becomes effective” or “the day upon which such combination becomes effective”, as the case may be, and “the day upon which such subdivision or combination becomes effective” within the meaning of paragraph (3) of this Section 2(b)). Rights or warrants issued by the Company to all holders of its Common Stock entitling the holders thereof to subscribe for or purchase shares of Common Stock, which rights or warrants (i) are deemed to be transferred with such shares of Common Stock, (ii) are not exercisable and (iii) are also issued in full. If respect of future issuances of Common Stock, in each case in clauses (i) through (iii) until the occurrence of a specified event or events (“Trigger Event”), shall for purposes of this Section 2(b) not be deemed issued until the occurrence of the earliest Trigger Event. (8) For the purpose of any Convertible Debenture called for redemption is convertedcomputation under paragraphs (2), (4), (5) or (6) of this Section 2(b) the current market price per share of Common Stock on any money deposited with date shall be calculated by the Trustee or with any Paying Agent or so segregated Company and held in trust be deemed to be the average of the daily Closing Prices for the redemption five consecutive Trading Days selected by the Company commencing not more than 10 Trading Days before, and ending not later than, the earlier of the day in question and the day before the “ex” date with respect to the issuance or distribution requiring such computation. For purposes of this paragraph, the term “ex date”, when used with respect to any issuance or distribution, means the first date on which the Common Stock trades regular way in the applicable securities market or on the applicable securities exchange without the right to receive such issuance or distribution. (9) No adjustment in the Conversion Rate shall be required unless such adjustment (plus any adjustments not previously made by reason of this paragraph (9)) would require an increase or decrease of at least one percent in such rate; provided, however, that any adjustments which by reason of this paragraph (9) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 2 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. (10) The Company may make such increases in the Conversion Rate, for the remaining term of the Securities or any shorter term, in addition to those required by paragraphs (1), (2), (3), (4), (5) and (6) of this Section 2(b) as it considers to be advisable in order to avoid or diminish any income tax to any holders of shares of Common Stock resulting from any dividend or distribution of stock or issuance of rights or warrants to purchase or subscribe for stock or from any event treated as such for income tax purposes. (c) Whenever the Conversion Rate is adjusted as provided in Section 2(b), the Company shall compute the adjusted Conversion Rate in accordance with Section 2(b) and shall prepare a certificate signed by the chief financial officer of the Company setting forth the adjusted Conversion Rate and showing in reasonable detail the facts upon which such adjustment is based, and shall promptly deliver such certificate to the holder of Security. (d) In case: (1) the Company shall declare a dividend or other distribution on its Common Stock payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount that would require any adjustment pursuant to Section 2(b); or (2) the Company shall authorize the granting to all of the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights; or (3) of any reclassification of the Common Stock of the Company, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required, or of the conveyance, sale, transfer or lease of all or substantially all of the assets of the Company; or (4) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (5) the Company or any Subsidiary shall commence a tender offer for all or a portion of the Company’s outstanding shares of Common Stock (or shall amend any such tender offer); then the Company shall cause to be delivered to the holder of this Security, at least 10 days prior to the applicable record, expiration or effec­tive date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such Convertible Debenture dividend, distribution, rights, options or warrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights, options or warrants are to be determined, (y) the date on which the right to make tenders under such tender offer expires or (z) the date on which such reclassification, consolidation, merger, conveyance, transfer, sale, lease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall (subject be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, conveyance, transfer, sale, lease, dissolution, liquidation or winding up. Neither the failure to give such notice nor any right defect therein shall affect the legality or validity of the Holder proceedings described in clauses (1) through (5) of such Convertible Debenture or any Predecessor Security to receive interest this Section 2(d). (e) The Company shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, for the purpose of effecting the conversion of the Security, the full number of shares of Common Stock then issuable upon the conversion of this Security. (f) Except as provided in the last paragraph next sentence, the Company will pay any and all stamp or transfer taxes and duties that may be payable in respect of Section 307 the issue or delivery of shares of Common Stock on conversion of the Security. The Company shall not, however, be required to pay any tax or duty which may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock in a name other than that of the holder of this paragraph) Security, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Company the amount of any such tax or duty, or has estab­lished to the satisfaction of the Company that such tax or duty has been paid. (g) The Company agrees that all shares of Common Stock which may be delivered upon Company Request orconversion of the Security, if then held by the Companyupon such delivery, will have been duly authorized and validly issued and will be fully paid and nonassessable (and shall be discharged from such trust.b

Conversion. The Holder of any Convertible Debenture Security has the right, exercisable at any time on or before 5:00 p.m. prior to the close of business (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event)this Security's maturity, to convert the principal amount thereof (or any portion thereof that is an integral multiple of $2550) into fully paid and nonassessable shares of Sun Common Stock of at the Company at an initial conversion rate of 1.2419 3.5714 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures Security (equal equivalent to a conversion price of $20.13 14.00 per share of Sun Common StockStock of the Company), subject to adjustment under certain circumstances as set forth circumstances, except that if a Security is called for redemption, the conversion right will terminate at the close of business on the Redemption Date. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in Section 1303 the form attached hereto, (2) surrender this Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by this Security Registrar or Conversion Agent and 1304(4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular 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 will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, 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. The number of shares issuable upon conversion of a Convertible Debenture Security is determined by dividing the principal amount of the Convertible Debenture this Security converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture Security shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust.

Conversion. The Holder of any Convertible Debenture Security has the right, exercisable at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible DebenturesSecurities, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $2550) into fully paid and nonassessable shares of Sun Common Stock of the Company at an initial conversion rate of 1.2419 [ ] shares of Sun Common Stock for each $25 50 in aggregate principal amount of Convertible Debentures Securities (equal to a conversion price of $20.13 [ ] per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304circumstances. The number of shares issuable upon conversion of a Convertible Debenture Security is determined by dividing the principal amount of the Convertible Debenture Security converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture Security shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible DebentureSecurity, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture Security to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture Security which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture Security shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures Securities being converted, which shall be deemed to be paid in full. If any Convertible Debenture Security called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture Security shall (subject to any right of the Holder of such Convertible Debenture Security or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company 110 Request or, if then held by the Company, shall be discharged from such trust.

Conversion. The A Holder of any Convertible a Debenture has the right, exercisable at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of may convert such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) Debenture into fully paid and nonassessable shares of Sun Common Stock of the Company at an any time prior to maturity; provided, however, that if the Debenture is called for redemption, the conversion right will terminate at the close of business on the redemption date for such Debenture (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Debenture is redeemed); provided, further, that if the Holder of a Debenture presents such Debenture for redemption prior to the close of business on the redemption date for such Debenture, the right of conversion shall terminate upon presentation of the Debenture to the Trustee (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate on the close of business on the date such default is cured and such Debenture is redeemed). The initial conversion rate of 1.2419 shares of Sun Common Stock for each price is $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 21.25 per share of Sun Common Stock)share, subject to adjustment under certain circumstances as set forth in Section 1303 and 1304circumstances. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by the conversion price in effect on the Conversion Date. No payment or adjustment will be made for accrued interest on a converted Debenture or for dividends or distributions on shares of Common Stock issued upon conversion of a Debenture. No fractional shares will be issued upon conversion but a cash adjustment conversion; in lieu thereof, an amount will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by paid in cash based upon the portion closing sale price of the principal amount thereof converted into shares of Sun Common StockStock on the last Trading Day prior to the Conversion Date. To convert a Convertible Debenture, a Holder must (ia) complete and manually sign a the conversion notice substantially in set forth below and deliver such notice to the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iiib) surrender the Debenture to the Conversion Agent, (c) furnish appropriate endorsements or transfer documents if required by the Security Registrar or the Conversion Agent Agent, and (ivd) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or Holder surrenders a Debenture for conversion after the Regular Record Date close of business on the record date for the payment of an installment of interest and prior to before the subsequent Interest Payment Dateclose of business on the related interest payment date then, the Holder will be entitled to receive notwithstanding such conversion, the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the payment date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed paid to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security on such record date. In such event, the A Debenture in respect of which a Holder had delivered a Change in Control Purchase Notice exercising the option of such Holder to receive interest require the Company to purchase such Debenture may be converted only if the Change in Control Purchase Notice is withdrawn as provided above and in accordance with the last paragraph terms of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustIndenture.

Conversion. The A Holder of any Convertible Debenture has a Security may convert the right, exercisable Security into shares of Common Stock at any time prior to the close of business on or before 5:00 p.m. (New York City time) July 28, 2020; provided, however, that if the Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the Redemption Date for such Security or such earlier date of repayment of as the Holder presents such Convertible Debentures, whether at maturity or upon Security for redemption (either unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed). A Security in respect of which a Holder has delivered a Repurchase Notice or Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Rate is 7.0135 shares of Common Stock per $1,000 Principal Amount, subject to adjustment in certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. In the event the Company exercises its option pursuant to Section 14.1 of the Indenture to have interest in lieu of Original Issue Discount accrue on the Security following a Tax Event), the Holder will be entitled on conversion to receive the same number of shares of Common Stock such Holder would have received if the Company had not exercised such option. If the Company exercises such option, Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business of such Interest Payment Date (except Securities to be redeemed on a date during the period from the close of business on such Regular Record Date until the open of business on the first Business Day after such Interest Payment Date, or if such Interest Payment Date is not a Business Day, until the open of business on the second Business Day after such Interest Payment Date) must be accompanied by payment from the Holder of an amount equal to the interest thereon that the registered Holder is to receive from the Company on such Interest Payment Date. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities will be payable by the Company on any Interest Payment Date subsequent to the date of conversion. A Holder may convert a portion of a Security if the principal amount thereof (Principal Amount of such portion is $1,000 or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun 1,000. No payment or adjustment will be made for dividends on the Common Stock of except as provided in the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304Indenture. The number of shares issuable upon On conversion of a Convertible Debenture is determined by dividing Security, that portion of accrued Original Issue Discount (or interest if the principal amount Company has exercised its option provided for in paragraph 10 hereof) attributable to the period from the Issue Date (or, if the Company has exercised the option referred to in paragraph 10 hereof, 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 canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery of the Convertible Debenture Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted by pursuant to the conversion price terms hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in effect on 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 paragraph 10 hereof) 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 Security being converted pursuant to the provisions hereof. No fractional shares will be issued upon conversion but a cash adjustment conversion; in lieu thereof, an amount will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by paid in cash based upon the portion closing price (as defined in the Indenture) of the principal amount thereof converted into shares of Sun Common StockStock on the Trading Day immediately prior to the Conversion Date. To convert a Convertible DebentureSecurity, a Holder must (ia) complete and manually sign a conversion the Conversion Notice set forth below and deliver such notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iiib) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements or and transfer documents if required by the Security a Registrar or a Conversion Agent Agent, and (ivd) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust.

Conversion. The Holder holder of any Convertible Debenture Security has the right, exercisable at any time on or before 5:00 p.m. (New York City time) after 90 days following the Issuance Date and prior to the close of business on the Business Day immediately preceding the final maturity date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event)Security, to convert the principal amount thereof (or any portion thereof that is an integral multiple of $251,000) into fully paid and nonassessable shares of Sun Common Stock of at the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price Conversion Price of $20.13 165.00 per share of Sun Common Stock)share, subject to adjustment under certain circumstances as provided in the Indenture, except that if a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the date fixed for redemption (unless the Company shall default in making the redemption payment, including interest and Liquidated Damages, if any, when it becomes due, in which case the conversion right shall terminate at the close of business on the date on which such default is cured). As further provided in the Indenture, the Company agrees that, upon the occurrence of the Stock Split (which it is currently contemplated will occur on April 2, 1999), the Conversion Price shall be automatically adjusted to $82.50 per share. Beneficial owners of interests in Global Securities may exercise their right of conversion by delivering to the Depositary the appropriate instructions for conversion pursuant to the Depositary's procedures. To convert a certificated Security, the holder must (1) complete and sign a notice of election to convert substantially in the form set forth below (or complete and manually sign a facsimile thereof) and deliver such notice to a Conversion Agent, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Conversion Agent, (4) pay any transfer or similar tax, if required by the Conversion Agent, and (5) if required, pay funds equal to interest and Liquidated Damages, if any, payable on the next interest payment date. Upon conversion, no adjustment or payments will be made for accrued and unpaid interest or Liquidated Damages, if any, on the Securities so converted or for dividends or distributions on, or Liquidated Damages, if any, attributable to, any Common Stock issued on conversion of the Securities, except that, if any Noteholder surrenders a Security for conversion after the close of business on a record date for the payment 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 will be paid on such interest payment date to the person who was the registered holder of such Security on such record date. Any Securities surrendered for conversion during the period after the close of business on any record date for the payment of interest and before the opening of business on the next succeeding interest payment date (except Securities called for redemption on a redemption date or to be repurchased on a Designated Event Payment Date during such period) must be accompanied by payment in Section 1303 an amount equal to the interest and 1304Liquidated Damages, if any, payable on such interest payment date on the principal amount of Securities so converted. The number of shares of Common Stock issuable upon conversion of a Convertible Debenture Security is determined by dividing the principal amount of the Convertible Debenture Security converted by the conversion price Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount A Security in respect of any Convertible Debenture shall which a holder has delivered an "Option of Noteholder to Elect Purchase" form appearing below exercising the option of such holder to require the Company to purchase such Security may be reduced by converted only if the portion notice of exercise is withdrawn as provided above and in accordance with the terms of the principal amount thereof converted into shares of Sun Common StockIndenture. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date The above description of conversion of such Convertible Debenture shall not be payablethe Securities is qualified by reference to, and is subject in its entirety to, the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided more complete description thereof contained in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustIndenture.

Conversion. The Subject to and upon compliance with the provisions of the Indenture, the Holder of any Convertible Debenture hereof has the right, exercisable at any time its option, to convert each $1,000 principal amount of this Note based on an initial Conversion Rate of 9.5238 shares of Class A Common Stock per $1,000 principal amount of Notes, as the same may be adjusted pursuant to the terms of the Indenture. As specified in the Indenture, upon conversion, the Company may deliver (i) shares of Class A Common Stock or before (ii) cash and, if applicable, shares of Class A Common Stock equal to the sum of the Daily Settlement Amounts for each of the 25 Settlement Period Trading Days during the applicable Conversion Period. If and only to the extent Holders elect to convert the Notes in connection with a Non-Stock Change of Control, the Company will increase the Conversion Rate applicable to such converting Notes in accordance with the Indenture. If this Note (or portion hereof) is surrendered for conversion after 5:00 p.m. (p.m., New York City time) , on the Business Day Regular Record Date for an Interest Payment Date but prior to the applicable Interest Payment Date, it shall be accompanied by payment, in immediately available funds or other funds acceptable to the Company, of an amount equal to the interest otherwise payable on such Interest Payment Date on the principal amount being converted; provided that no such payment need be made (i) with respect to conversions after 5:00 p.m., New York City time, on the Regular Record Date immediately preceding the date of repayment of such Convertible DebenturesMaturity Date; (ii) with respect to conversions in connection with a Fundamental Change and the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date; and (iii) with respect to any overdue interest, whether at maturity or upon redemption (either if overdue interest exists at the option time of conversion with respect to such Notes. Accrued and unpaid interest, if any, to the Conversion Date is deemed to be paid in full upon receipt of the Company Conversion Settlement Amount rather than cancelled, extinguished or pursuant to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by the conversion price in effect on the Conversion Dateforfeited. No fractional shares will be issued upon any conversion of Notes, but a an adjustment and payment in cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenturemade, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph Indenture, in respect of Section 307 and this paragraph) any fraction of a share which would otherwise be paid issuable upon the surrender of any Note or Notes for conversion. A Note in respect of which a Holder is exercising its right to require repurchase may be converted only if such Holder validly withdraws its election to exercise such right to require repurchase in accordance with the Company upon Company Request or, if then held by terms of the Company, shall be discharged from such trustIndenture.

Conversion. The Holder of any Convertible Debenture has Subject to and in compliance with the right, exercisable at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option provisions of the Company or pursuant Indenture (including, without limitation, the conditions to conversion of this Senior Note set forth in Section 5.01 of the Supplemental Indenture), a Tax Event)Holder is entitled, at such Holder's option, to convert the principal amount thereof Holder's Senior Note (or any portion of the principal amount thereof that is $1,000 or an integral multiple of $25) 1,000), into fully paid and nonassessable shares of Sun Common Stock at the Conversion Price in effect at the time of conversion. Upon conversion, in lieu of Common Stock, the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock)will have the right, subject to adjustment under certain circumstances as rights of retraction by the Holder set forth in Section 1303 the Indenture, to deliver cash or a combination of cash and 1304shares of Common Stock. The number At any time prior to Stated Maturity, the Company may irrevocable elect in its sole discretion to satisfy up to 100% of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by Senior Note surrendered after the conversion price date of such election (plus accrued and unpaid Interest) in effect cash, with any remaining amount to be satisfied in shares of Common Stock. Upon determination that Holders are or will be entitled to convert the Senior Notes, the Company shall disseminate a press release through Dow Jones & Company, Inc. or Bloomberg Business News and publish such info▇▇▇▇▇on on the Conversion DateCompany's Web site as soon as practicable. No fractional shares will A Senior Note in respect of which a Holder has delivered a Purchase Notice or Fundamental Change Purchase Notice, as the case may be, exercising the option of such Holder to require the Company to purchase such Senior Note may be issued upon conversion but a cash adjustment will be made for any fractional interestconverted only if such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, is withdrawn in accordance with the terms of the Indenture. The outstanding initial Conversion Rate is 17.8750 shares of Common Stock per $1,000 principal amount of Senior Notes, subject to adjustment upon certain events described in the Indenture. The Conversion Rate shall not be adjusted for any Convertible Debenture accrued and unpaid Interest. Upon conversion, no payment shall be reduced made by the portion of Company with respect to accrued and unpaid Interest, if any. Instead, such amount shall be deemed paid by the principal amount thereof converted into shares of Sun Common Stock or the cash amount as determined pursuant to the Indenture, or any combination thereof, delivered upon conversion of any Senior Note. In addition, no payment or adjustment shall be made in respect of dividends on the Common Stock, except as set forth in the Indenture. To convert surrender a Convertible DebentureSenior Note for conversion, a Holder must (i1) complete and manually sign the Notice of Conversion attached hereto (or complete and manually sign a conversion facsimile of such notice) and deliver such notice substantially in to the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii2) surrender the Senior Note to the Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or the Conversion Agent and Agent, (iv4) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date required and prior (5) if required pay funds equal to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such next Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case No fractional shares of Common Stock shall be issued upon conversion of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date Senior Note. Instead of any fractional share of Common Stock that would otherwise be issued upon conversion of such Convertible Debenture shall not be payableSenior Note, and the Company shall not make nor be required to make any other payment, pay a cash adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to Indenture. If the Company upon (i) is a party to a consolidation, merger or binding share exchange, (ii) reclassifies the Common Stock, or (iii) transfers all or substantially all of its assets to any Person, the right to convert a Senior Note into shares of Common Stock may be changed into a right to convert it into the securities, cash or other assets of the Company Request oror such other Person, if then held by in each case in accordance with the Company, shall be discharged from such trustIndenture.

Conversion. The A Holder may convert each of any Convertible Debenture has the right, exercisable at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option its Securities into shares of the Company or pursuant to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock of the Company Company’s common stock at an initial conversion rate of 1.2419 31.7162 shares per $1,000 Principal Amount of Sun Securities (the “Conversion Rate”), at any time prior to the close of business on December 14, 2035; provided, that the Company may elect to deliver cash equal to (i) the average of the Last Reported Sale Price for the Company’s Common Stock for each $25 in aggregate principal amount the five consecutive Trading Days immediately following the date on which the Company gives notice of Convertible Debentures such election or, if the Company has delivered a notice of redemption, the Conversion Date, multiplied by (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The ii) the number of shares of Common Stock issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by the conversion price in effect such Securities on the Conversion Date. No fractional shares will be issued upon conversion but a cash The Conversion Rate in effect at any given time is subject to adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially as provided in the form attached hereto, (ii) surrender Indenture. A Holder may convert fewer than all of such Holder’s Securities so long as the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice Securities converted are an integral multiple of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date$1,000 principal amount. Except as otherwise provided in the immediately preceding sentenceIndenture, Holders will not receive any cash payment representing accrued and unpaid Interest upon conversion of a Security. Accrued and unpaid Interest will be deemed paid in full rather than canceled, extinguished or forfeited. In the event of a deposit or withdrawal of an interest in this Security, including an exchange, transfer, repurchase or conversion of this Security in part only, the Trustee, as custodian of the Depositary, shall make an adjustment on its records to reflect such deposit or withdrawal in accordance with the rules and procedures of the Depositary. Subject to certain limitations in the case Indenture, at any time when the Company is not subject to Section 13 or 15(d) of the United States Securities Exchange Act of 1934, as amended, upon the request of a Holder of a Restricted Security, the Company will promptly furnish or cause to be furnished Rule 144A Information (as defined below) to such Holder of Restricted Securities, or to a prospective purchaser of any Convertible Debenture which is convertedsuch security designated by any such Holder, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust.the

Conversion. The Subject to and in compliance with the provisions of the Indenture (including without limitation the conditions of conversion of this 2018 Security set forth in Section 16.01 thereof), the Holder of any Convertible Debenture hereof has the right, exercisable at any time on or before 5:00 p.m. its option upon not less than three (New York City time3) on days’ notice to the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event)Company, to convert the principal amount thereof (Principal Amount hereof or any portion thereof that of such principal which is $1,000 or an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock 1.00 in excess thereof, into, subject to Section 16.02 of the Company Indenture, Common Shares at an the initial conversion rate of 1.2419 shares 333.3333 Common Shares per $1,000 Principal Amount of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures 2018 Securities (equal the “Conversion Rate”) (equivalent to a conversion price Conversion Price of $20.13 per share of Sun Common Stock3.00), subject to adjustment under in certain circumstances events described in the Indenture. Upon conversion of a 2018 Security, the Company will have the option to deliver Common Shares, cash or a combination of Common Shares and cash for the 2018 Securities surrendered, as set forth in Section 1303 and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by the conversion price in effect on the Conversion DateIndenture. No fractional shares will be issued upon any conversion, but an adjustment and payment in cash will be made, as provided in the Indenture, in respect of any fraction of a share which would otherwise be issuable upon the surrender of any 2018 Securities for conversion. The Trustee will initially act as Conversion Agent. A Holder may convert fewer than all of such Holder’s 2018 Securities so long as the Principal Amount of the 2018 Securities converted is $1,000 or an integral multiple of $1.00 in excess thereof. [INCLUDE IF 2018 SECURITY IS A GLOBAL SECURITY – In the event of a deposit or withdrawal of an interest in this 2018 Security, including an exchange, transfer, repurchase or conversion of this 2018 Security in part only, the Trustee, as custodian of the Depositary, shall make an adjustment on its records to reflect such deposit or withdrawal in accordance with the rules and procedures of the Depositary.] If an Event of Default shall occur and be continuing, the Principal Amount plus accrued but unpaid interest, including Additional Amounts, if any, may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the 2018 Securities under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than 75% in aggregate principal amount of the Outstanding 2018 Securities and 2018 Interest Securities, voting together as a cash adjustment single class. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate Principal Amount of the Outstanding Securities, on behalf of the Holders of all the Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this 2018 Security shall be conclusive and binding upon such Holder and upon all future Holders of this 2018 Security and of any 2018 Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this 2018 Security. As provided in and subject to the provisions of the Indenture, the Holder of this 2018 Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities, the Holders of not less than 25% in aggregate Principal Amount of the Outstanding Securities shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity satisfactory to it, and the Trustee shall not have received from the Holders of a majority in Principal Amount of Outstanding Securities a direction inconsistent with such request, and shall have failed to institute any such proceeding, for sixty (60) days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this 2018 Security for the enforcement of any payment of said principal hereof on or after the respective due dates expressed herein or for the enforcement of any conversion right. No reference herein to the Indenture and no provision of this 2018 Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the Principal Amount, Redemption Price or Fundamental Change Purchase Price of, and interest, including Additional Amounts, if any, on, this 2018 Security at the times, place and rate, and in the coin, currency or shares, herein prescribed. Notwithstanding the foregoing, prior to the occurrence of a Fundamental Change, the Company may, with the consent of the Holders of not less than 75% in aggregate principal amount of the Outstanding 2018 Securities and 2018 Interest Securities, voting together as a single class, amend the obligation of the Company to repurchase the 2018 Securities and the 2018 Interest Securities upon a Fundamental Change. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this 2018 Security is registrable in the Security Register, upon surrender of this 2018 Security for registration of transfer at the office or agency of the Company in The City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new 2018 Securities, of authorized denominations and for the same aggregate Principal Amount, will be issued to the designated transferee or transferees. The 2018 Securities are issuable only in registered form in denominations of $1,000 and any integral multiple of $1.00 above that amount, as provided in the Indenture and subject to certain limitations therein set forth. Securities are exchangeable for a like aggregate Principal Amount of 2018 Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any fractional interest. The outstanding principal amount such registration of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar taxexchange, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and but the Company shall not make nor be required may require payment of a sum sufficient to make cover any tax or other paymentgovernmental charge payable in connection therewith. Prior to due presentment of this 2018 Security for registration of transfer, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this 2018 Security is registered as the owner hereof for all purposes, whether or not this 2018 Security be overdue, and neither the Company, the Trustee nor any such agent shall be discharged from such trustaffected by notice to the contrary. All terms used in this 2018 Security that are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Conversion. The Holder Subject to and upon compliance with the provisions of any Convertible Debenture has the rightIndenture, exercisable a holder of Securities is entitled, at such holder's option, at any time on or before 5:00 p.m. after the Registration Date and prior to the close of business on February 1, 2006, to convert such Security at the principal amount thereof (or any portion of the principal amount thereof which is $1,000 or an integral multiple thereof), into fully paid and nonassessable shares of Common Stock of the Company (calculated as to each conversion to the nearest 1/1000 of a share) at a Conversion Price equal to $12.47 aggregate principal amount of Securities for each Conversion Share (or at the current adjusted Conversion Price if an adjustment has been made as provided in the Indenture). The holder shall affect such Conversion by surrender of the Security together with (a) instruments of transfer in form satisfactory to the Company and the Trustee, duly executed by the registered holder or by his duly authorized attorney, and (b) the Conversion Notice hereon duly executed at the principal corporate trust office of the Trustee, or at such other office or agency of the Company as may be designated by it for such purpose in the City of New York City timeYork. If any Security or a portion thereof is called for redemption, the right to convert such Security (or such portion thereof) shall expire at the close of business on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity fixed for redemption or upon the Holder Redemption Date (provided that in the latter case the holder shall have revoked his redemption (either at in accordance with Section 3 hereof). In the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount case of any Convertible Debenture shall be reduced by the portion of the principal amount thereof Security which is converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay after any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and on or prior to the subsequent next succeeding Interest Payment DateDate (except in the case of Securities or portions thereof which are called for redemption on a redemption date within such period), the Holder will be entitled to receive the interest payable on the subsequent such Interest Payment Date shall be payable notwithstanding such conversion, and such interest shall be paid to the person in whose name that Security is registered at the close of business on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Record Date. Except as otherwise provided in the immediately preceding sentence, in the case no payment or adjustment shall be made upon any conversion on account of any Convertible Debenture which is convertedinterest accrued on the Securities surrendered for conversion or on account of any dividends or distributions on the Conversion Shares issued upon conversion. No fractions of shares or scrip representing fractions of shares will be issued or delivered on conversion, but instead of any fractional interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, pay a cash adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph Indenture. All In case of Section 307 and this paragraph) be paid to any consolidation with, or merger of the Company upon into, any other corporation, or in case of any merger of another corporation into the Company Request or(other than a merger which does not result in any reclassification, if then held by conversion, exchange or cancellation of outstanding shares of Common Stock of the Company), or in case of any sale or transfer of all or substantially all of the assets of the Company, shall be discharged from upon consummation of such trusttransaction this Security shall, without consent of the holder, automatically become convertible only into the kind and amount of securities, cash or other assets which the holder of the Security would have owned immediately after the consolidation, merger, sale or transfer if the holder had converted the Security at the conversion price in effect immediately before the effective date of the transaction. Reference is made to the Indenture for a full description of the rights of holders and obligations of the Company, and the limitations thereon, to convert this Security.

Conversion. The A Holder of any Convertible Debenture has the right, exercisable at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of a Security may convert such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) Security into fully paid and nonassessable shares of Sun Common Stock of the Company at an any time before the close of business on November 15, 1999. If the Security is called for redemption, the Holder may convert it at any time before the close of business on a date determined by the Company which shall be no earlier than the fifth Business Day prior to the date fixed for such redemption or, if such fifth Business Day is a Business Day, on the next succeeding Business Day (except that a Security which the Company has offered to purchase pursuant to Section 6.09 of the Indenture will remain convertible until the close of business on the Change of Control Repurchase Date). The initial conversion rate of 1.2419 shares of Sun Common Stock for each price is $25 in aggregate 23.86 principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock)share, subject to adjustment under in certain circumstances events as set forth in Section 1303 and 1304the Indenture. The To determine the number of shares issuable upon conversion of a Convertible Debenture is determined by dividing Security, divide the principal amount of the Convertible Debenture to be converted by the conversion price in effect on the Conversion Dateconversion date and round to the nearest 1/100th share. No fractional shares The Company will be issued upon conversion but deliver a cash adjustment will be made check for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stockshare. To convert a Convertible DebentureSecurity, a Holder must (i1) complete and sign a the conversion notice substantially in on the form attached heretoback of the Security, (ii2) surrender the Convertible Debenture Security to a the Conversion AgentAgent or Registrar, (iii3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or Conversion Agent and (iv4) pay any transfer or similar tax, tax if required. Except as provided below, no adjustment is to be made on conversion for interest accrued hereon or for dividends on shares of Common Stock issued on conversion. If a Notice of Conversion Security is delivered on or surrendered for conversion after the Regular Record Date close of business on any regular record date for payment of interest and prior to before the subsequent Interest Payment Dateopening of business on the corresponding interest payment date, the Holder will be entitled to receive then (a) notwithstanding such conversion, the interest payable on such interest payment date will be paid by check to the subsequent Interest Payment Person in whose name the Security is registered at the close of business on such record date, and (b) (other than a Security or a portion of a Security called for redemption on a Redemption Date occurring after such record date and on or prior to the fifth Business Day following such interest payment date), when so surrendered for conversion, the Security must be accompanied by payment of an amount equal to the interest payable on such interest payment date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion principal amount of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance security then being converted. The interest payment with respect to accrued but unpaid interest a Security (including Additional Payments, if anyor portion of a Security) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is convertedon a Redemption Date occurring on a date during the period after the close of business on a date that would be any regular record date (if a call for redemption had not been made) next preceding a date that would be any interest payment date (if a call for redemption had not been made) to the close of business on the fifth Business Day after the corresponding interest payment date, any money deposited with the Trustee or with any Paying Agent or so segregated and held shall be payable in trust for the redemption of cash on such Convertible Debenture shall (subject interest payment date to any right of the Holder of such Convertible Debenture Security at the close of business on such regular record date notwithstanding the conversion of such Security after such regular record date and on or any Predecessor Security prior to receive such interest as provided in payment date, and the last paragraph of Section 307 and this paragraph) Holder shall not be paid required to pay an amount equal to the interest payable on such interest payment date upon surrender of such Security for conversion. If the Company upon is a party to a consolidation or merger or a transfer or lease of all or substantially all of its assets, the right to convert a Security into Common Stock may be changed into a right to convert it into securities, cash or other assets of the Company Request or, if then held by the Company, shall be discharged from such trustor another Person.

Conversion. The Holder Upon satisfaction of any Convertible Debenture has the rightconditions set forth in Section 4.1 of the Indenture, exercisable at any time on or before prior to 5:00 p.m. (p.m., New York City time) time on the Business Day immediately preceding the date May 1, 2022, a Holder of repayment of a Note may convert such Convertible DebenturesNote into cash and, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event)if applicable, to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock of the Company in accordance with the provisions of Section 4.15 of the Indenture; PROVIDED, HOWEVER, that if such Note is called for redemption, the conversion right will terminate at an 5:00 p.m., New York City time on the day that is two Business Days before the redemption date of such Note (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at 5:00 p.m., New York City time on the date such default is cured and such Note is redeemed). The initial conversion rate of 1.2419 shares of Sun Common Stock for each price is $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 32.26 per share of Sun Common Stock)share, subject to adjustment under certain circumstances as set forth described in Section 1303 and 1304the Indenture (the "Conversion Price"). The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by the conversion price in effect on the Conversion DateUpon conversion, no adjustment for interest or dividends will be made. No fractional shares will be issued upon conversion but a cash adjustment conversion; in lieu thereof, an amount will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by paid in cash based upon the portion current market price (as defined in the Indenture) of the principal amount thereof converted into shares Common Stock on the last trading day prior to the date of Sun Common Stockconversion. To convert a Convertible DebentureNote, a Holder must (ia) complete and sign a the conversion notice substantially in set forth below and deliver such notice to the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iiib) surrender the Note to the Conversion Agent, (c) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or the Conversion Agent and Agent, (ivd) pay any transfer or similar tax, if requiredrequired and (e) 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. If a Notice of Conversion is delivered on or after Holder surrenders a Note for conversion between the Regular Record Date for the payment of an installment of interest and prior to the subsequent next Interest Payment Date, the Holder will Note must be entitled accompanied by payment of an amount equal to receive the interest payable on the subsequent such Interest Payment Date on the principal amount of the Note or portion of Convertible Debentures to thereof then converted; PROVIDED, HOWEVER, that no such payment shall be converted notwithstanding required if such Note has been called for redemption on a redemption date within the conversion thereof prior to 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. Except as otherwise provided A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. A Note in respect of which a Holder has delivered a Purchase Notice or a Repurchase Notice exercising the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion option of such Convertible Debenture shall not be payable, and Holder to require the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of repurchase such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest Note as provided in Section 3.9(b) or Section 3.10, respectively, of the last paragraph Indenture may be converted only if such notice of Section 307 exercise is withdrawn as provided above and this paragraph) be paid to in accordance with the Company upon Company Request or, if then held by terms of the Company, shall be discharged from such trustIndenture.

Conversion. The Holder holder of any Convertible Debenture Note has the right, exercisable at any time on or before 5:00 p.m. following the Issuance Date and prior to the close of business (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event)Note's maturity, to convert the principal amount thereof (or any portion thereof that is an integral multiple of $251,000) into fully paid and nonassessable shares of Sun Common Stock of at the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price Conversion Price of $20.13 115.47 per share of Sun Common Stock)share, subject to adjustment under certain circumstances as set forth in Section 1303 the Indenture, except that if a Note is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the date fixed for redemption. To convert a Note, a holder must (1) complete and 1304sign a conversion notice substantially in the form set forth below, (2) surrender the Note to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. 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 such Notes being converted. Payments 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 record date, no interest will be paid on those Notes. The number of shares issuable upon conversion of a Convertible Debenture Note is determined by dividing the principal amount of the Convertible Debenture Note converted by the conversion price Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount A note in respect of any Convertible Debenture shall which a holder has delivered an "Option of Holder to Elect Purchase" form appearing below exercising the option of such holder to require the Company to purchase such Note may be reduced by converted only if the portion notice of exercise is withdrawn as provided above and in accordance with the terms of the principal amount thereof converted into shares of Sun Common StockIndenture. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date The above description of conversion of such Convertible Debenture shall not be payablethe Notes is qualified by reference to, and is subject in its entirety by, the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided more complete description thereof contained in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustIndenture.

Conversion. The Subject to the next two succeeding sentences, a Holder of any Convertible Debenture has the right, exercisable at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to Security may convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) it into fully paid and nonassessable shares of Sun Common Stock of the Company at an any time before the close of business on February 16, 2019. If the Security is called for redemption, the Holder may convert it at any time before the close of business on the Redemption Date. A Security in respect of which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial conversion rate of 1.2419 Conversion Rate is 6.734 shares of Sun Common Stock for each per $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock)1,000 Principal Amount at Maturity, subject to adjustment under in certain circumstances as set forth events described in Section 1303 and 1304the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. In the event the Company exercises its option pursuant to Section 10.01 of the Indenture to have interest in lieu of Original Issue Discount accrue on the Security following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares issuable upon of Common Stock such Holder would have received if the Company had not exercised such option. If the Company exercises such option, Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business of such Interest Payment Date (except Securities to be redeemed on a Convertible Debenture date within such period) must be accompanied by payment of an amount equal to the interest thereon that the registered Holder is determined to receive. Except where Securities surrendered for conversion must be accompanied by dividing the principal amount of the Convertible Debenture payment as described above, no interest on converted Securities will be payable by the conversion price in effect Company on any Interest Payment Date subsequent to the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount date of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stockconversion. To convert a Convertible DebentureSecurity, a Holder must (i1) complete and manually sign the conversion notice below (or complete and manually sign a conversion facsimile of such notice) and deliver such notice substantially in to the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii2) surrender the Security to the Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar Conversion Agent, the Company or Conversion Agent the Trustee and (iv4) pay any transfer or similar tax, if required. If A Holder may convert a Notice portion of Conversion is delivered on a Security if the Principal Amount at Maturity of such portion in $1,000 or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder an integral multiple of $1,000. No payment or adjustment will be entitled to receive the interest payable made for dividends on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except Common Stock except as otherwise provided in the immediately preceding sentenceIndenture. On conversion of a Security, that portion of accrued Original Issue Discount (or interest if the Company has exercised its option provided for in paragraph 10 hereof) attributable to the case period from the Issue Date (or, it the Company has exercised the option referred to in paragraph 10 hereof, the later of any Convertible Debenture which is converted, interest whose Stated Maturity is after (x) the date of conversion of such Convertible Debenture exercise and (y) the date on which interest was last paid) through the Conversion Date with respect to the converted Security shall not be payablecancelled, and the Company shall not make nor be required to make any other paymentextinguished or forfeited, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which rather shall be deemed to be paid in fullfull to the Holder thereof through the 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 terms hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount (or interest, if the Company has exercised its option provided for in paragraph 10 hereof) 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 Security being converted pursuant to the provisions hereof. The Conversion Rate will be adjusted for dividends or distributions on Common Stock payable in Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of Common Stock; distributions to all holders of Common Stock of certain rights to purchase Common Stock for a period expiring within 60 days at less than the Quoted Price at the Time of Determination; and distributions to such holders of assets or debt securities of the Company or certain rights to purchase securities of the Company (excluding certain cash dividends or distributions). However, no adjustment need be made if Securityholders may participate in the transaction or in certain other cases. The Company from time to time may voluntarily increase the Conversion Rate. If any Convertible Debenture called for redemption the Company is converteda party to a consolidation, any money deposited with merger or binding share exchange or a transfer of all or substantially all of its assets, or upon certain distributions described in the Trustee Indenture, the right to convert a Security into Common Stock may be changed into a right to convert it into securities, cash or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right other assets of the Holder of such Convertible Debenture Company or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustanother person.

Conversion. The Holder Purchaser or any subsequent holder or holders (Holder(s) of any Convertible Debenture has the rightthis Note is entitled, exercisable at its option, at any time on and in whole or before 5:00 p.m. in part, until maturity hereof (New York City timeas extended by Holder(s)) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (of this Note or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted hereof into shares Shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must Stock at lower of (ia) complete and sign a conversion notice substantially in the form attached hereto, average of the closing bid price (iiClosing Bid Price) surrender of the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by Company's Common Stock for the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered five-day trading period ending on or after the Regular Record Date and day prior to the subsequent Interest Payment Effective Date (Average Price) times (x); or (b) the Closing Bid Price on the Closing Date. In the event a Registration Statement Amendment covering the Conversion Shares is not filed by the Filing Date Deadline and/or shall not become effective by the Effective Date Deadline (a) for the first month or part thereof after the Filing Date Deadline that the Registration Statement Amendment has not been filed; and/or (b) for the first month or part thereof after the Effective Date Deadline that the Registration Statement Amendment has not become effective; for each additional month or part thereof commencing one month after the Effective Date Deadline, for up to two years from the Closing Date, that the Holder will Registration Statement Amendment has not been made effective with a current prospectus available, or the Registration Statement Amendment ceases to be entitled effective with a current prospectus available; or the Conversion Shares cannot be sold pursuant to receive SEC Rule 144 (d) (subject only to Form 144 filing, manner of sale and volume limitation provisions of Rule 144). For purposes of this Note, the interest payable Closing Bid Price shall be the closing bid price of the Common Stock as reported by the National Association of Securities Dealers Automated Quotation System Level II (Nasdaq), or the closing bid price in the over-the-counter market; or, in the event the Common Stock is listed on a stock exchange, the closing bid price value per share shall be the closing price on the subsequent Interest Payment Date on exchange, as reported in the portion Wall Street Journal. The shares of Convertible Debentures Common Stock issued upon conversion of the Note are herein referred to as Conversion Shares. Such conversion shall be effectuated by surrendering the Note to be converted notwithstanding to the conversion thereof prior Escrow Agent, with the form of Conversion Notice attached hereto as Exhibit 1, executed by the Holder(s) of this Note evidencing such Holder(s)' intention to convert this Note or a specified portion hereof (as above provided). The Effective Date shall be the date set forth on the Conversion Notice, provided such Interest Payment DateConversion Notice is received by the Escrow Agent and the Company, via U.S. mail, overnight courier, hand delivery or facsimile, no later than the fifth business day after such date. Except as otherwise provided Upon recording the amount converted and amount of indebtedness remaining under the Note, set forth in the immediately preceding sentenceConversion Notice on the grid comprising the last page of the Note (Principal Reduction Grid), in the case Escrow Agent shall send a copy of any Convertible Debenture which is convertedthe revised Principal Reduction Grid to the Company and shall send a copy of the revised Principal Reduction Grid to the Holder(s). Escrow Agent shall also deliver the Conversion Shares to Holder(s) The Company has authorized and has reserved and covenants to continue to reserve, interest whose Stated Maturity is after free of preemptive rights and other similar contractual rights of stockholders, a sufficient number of its authorized but unissued shares of Common Stock to satisfy the date rights of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment holder or allowance with respect to accrued but unpaid interest holders (including Additional Payments, if anyHolder(s)) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustNote.

Conversion. The Upon satisfaction of the conditions set forth in Section 10.01(a) of the Indenture, a Holder of a Security may convert any Convertible Debenture has portion of the rightprincipal amount of any Security that is an integral multiple of $1,000 into cash and fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/10000th of a share) of Common Stock in accordance with the provisions of Section 10.14 of the Indenture; provided that if such Security is called for redemption, exercisable the conversion right will terminate at any time the close of business on or before 5:00 p.m. the second Business Day immediately preceding the Redemption Date of such Security (New York City time) unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed). Such conversion right shall commence on the initial issuance date of the Securities and expire at the close of business on the Business Day immediately preceding the date of repayment maturity, subject, in the case of such Convertible Debenturesconversion of any Global Security, whether at maturity or upon redemption (either at the option to any Applicable Procedures. The Conversion Price shall, as of the Company or pursuant to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock date of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each Indenture, initially be $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 68.65 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount Conversion Rate shall, as of the Convertible Debenture converted by date of the conversion price Indenture, initially be approximately 14.57. The Conversion Price and Conversion Rate will be adjusted under the circumstances specified in effect on the Conversion DateIndenture. Upon conversion, no adjustment for interest (including Liquidated Damages, if any) or dividends will be made. No fractional shares will be issued upon conversion but a cash adjustment conversion; in lieu thereof, an amount will be made for any paid in cash based upon the Ten Day Average Closing Stock Price (as defined in the Indenture). Except as provided in Section 10.02(c) of the Indenture, delivery of the Principal Return, Net Shares and cash in lieu of fractional interest. The outstanding shares shall be deemed to satisfy the Company’s obligation to pay the principal amount of any Convertible Debenture shall a converted Security and accrued but unpaid interest (including Liquidated Damages, if any) thereon. Any accrued interest (including Liquidated Damages, if any) payable on a converted Security will be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stockdeemed paid in full, rather than canceled, extinguished or forfeited. To convert a Convertible DebentureSecurity, a Holder must (ia) complete and manually sign a the conversion notice substantially in set forth below and deliver such notice to the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iiib) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or the Conversion Agent and Agent, (ivd) pay any transfer or similar other tax, if requiredrequired and (e) if the Security is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Applicable Procedures. If a Notice Holder surrenders a Security for conversion between the close of Conversion is delivered business on or after the Regular Record Date record date for the payment of an installment of interest and prior the opening of business on the related interest payment date, the Security must be accompanied by payment of an amount equal to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional PaymentsLiquidated Damages, if any) payable on such interest payment date on the Convertible Debentures being principal amount of the Security or portion thereof then converted, which ; provided that no such payment shall be deemed to be paid in full. If any Convertible Debenture required if such Security has been called for redemption on a Redemption Date within the period between close of business on such record date and the opening of business on such interest payment date, or if such Security is converted, surrendered for conversion on the interest payment date. A Holder may convert a portion of a Security equal to $1,000 or any money deposited with integral multiple thereof. A Security in respect of which a Holder has delivered a Repurchase Notice or a Change of Control Repurchase Notice exercising the Trustee or with any Paying Agent or so segregated and held in trust for the redemption option of such Convertible Debenture shall (subject Holder to any right of require the Holder of Company to repurchase such Convertible Debenture or any Predecessor Security to receive interest as provided in Section 3.08 or Section 3.09, respectively, of the last paragraph Indenture may be converted only if such notice of Section 307 and this paragraph) be paid to exercise is withdrawn in accordance with the Company upon Company Request or, if then held by terms of the Company, shall be discharged from such trustIndenture.