Common use of Conversion Clause in Contracts

Conversion. Subject to compliance with the provisions of the Indenture, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into shares of Common Stock at the Conversion Price in effect at the time of conversion under certain circumstances described in the Indenture; provided, however, that if the Security is called for redemption pursuant to Article III of the Indenture or upon a Change in Control, the conversion right will terminate at 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 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 business on the date such default is cured and such Security is redeemed or purchased). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price is $14.75 per share, subject to adjustment under certain circumstances. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. 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 had delivered a Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if the Change in Control Purchase Notice is withdrawn in accordance with the terms of the Indenture.

Conversion. (a) Subject to and upon compliance with the provisions of Article VII of the Third Supplemental Indenture, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into shares of Common Stock Debentures are convertible, at the Conversion Price in effect option of the Holder, at any time on and after the time occurrence of conversion under certain circumstances any of the events described in the Indenture; providedparagraph (b) below, howeverand before 5:00 pm, that if the Security is called for redemption pursuant to Article III of the Indenture or upon a Change in ControlNew York, the conversion right will terminate at the close of business New York time, on the Business Day immediately preceding the redemption date of repayment of such Debentures, whether at Stated Maturity or upon redemption, into fully paid and nonassessable shares of Common Stock at an initial Conversion Ratio of 1.2248 shares of Common Stock for each $50 in aggregate principal amount of Debentures, subject to adjustment as described in such Article VII. A Holder may convert any portion of the Change principal amount of such Holder’s Debentures into (x) a cash amount equal to the lesser of (i) the aggregate principal amount of the Debentures to be converted or (ii) the Applicable Stock Price multiplied by the Conversion Ratio (multiplied by the aggregate principal amount of Debentures to be converted divided by 50) and (y) if the product of the Applicable Stock Price and the Conversion Ratio (multiplied by the aggregate principal amount of Debentures to be converted divided by 50) exceeds the aggregate principal amount of Debentures to be converted, that number of fully paid and nonassessable shares of Common Stock (calculated as to each conversion to the nearest 1/100th of a share) equal to (i) the aggregate principal amount of Debentures to be converted divided by $50 and multiplied by (ii) (A) the Conversion Ratio minus (B) $50 divided by the Applicable Stock Price. Settlement in Control Repurchase Datecash and, as if applicable, shares of Common Stock will occur on the case may besecond Trading Day following the final trading day of the Cash Settlement Averaging Period. Such day will be the 22nd Trading Day following the Property Trustee’s receipt of a Holder’s conversion notice submitted by the holder of Trust PIERS (assuming such holder has satisfied all conversion requirements, for such Security or such earlier date as including the Holder presents such Security for redemption or purchase valid delivery of the conversion notice), unless (unless i) the Company shall default conversion is in making the redemption payment or Change in Control Repurchase Price, as the case may be, when dueconnection with a redemption, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price is $14.75 per share, subject to adjustment under certain circumstances. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price in effect on the Conversion Date. No fractional shares settlement day will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price redemption date or (as defined in the Indentureii) such holder of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert Trust PIERS submits a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at 25 Trading Days preceding the close of business on a Record Date maturity date and ending at one Trading Day preceding the opening of business on maturity date, in which case the first Business Day after settlement day will be the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. 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 had delivered a Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if the Change in Control Purchase Notice is withdrawn in accordance with the terms of the Indenturematurity date.

Conversion. Subject to compliance with the provisions of Article 10 of the Indenture, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into shares of Common Stock at of the Conversion Price Company if any of the conditions specified in effect at paragraphs (a) through (f) of Section 10.01 of the time of conversion under certain circumstances described in the IndentureIndenture is satisfied; provided, however, that if the such Security is called for redemption pursuant to Article III of the Indenture or upon a Change in Controlredemption, the conversion right will terminate at the close of business on the second Business Day immediately preceding before the redemption date or the Change in Control Repurchase Date, as the case may be, for of 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 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 business on the date such default Default is cured and such Security is redeemed or purchasedredeemed). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price initial conversion price is $14.75 29.16 per share, subject to adjustment under certain circumstancescircumstances as described in the Indenture (the "Conversion Price"). The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the 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; in lieu thereof, an amount will be paid in cash based upon the closing current market price (as defined in the Indenture) of the Common Stock on the last Trading Day immediately prior to the Conversion Datedate of conversion. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a the Conversion Agent, (b) surrender the Security to a the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a the Registrar or a the Conversion Agent, and (d) 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. Securities so surrendered If a Holder surrenders a Security for conversion (in whole or in part) during between the period from record date for the close payment of business on any Record Date to the opening an installment of business on interest and the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Dayinterest payment date, the second such Business Day) shall also Security must be accompanied by payment in funds acceptable to the Company of an amount equal to the interest (including Contingent Interest and Liquidated Damages, if any), payable on such Interest Payment Date interest payment date on the principal amount of the Security or portion thereof then converted; provided, however, that no such payment shall be required if such Security then being converted, has been called for redemption on a redemption date within the period between and including such record date and such interest shall be payable to payment date, or if such registered Holder notwithstanding Security is surrendered for conversion on the conversion of such Security, subject to the provisions of this Indenture relating to the interest payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holderdate. 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 had has delivered a Purchase Notice or a Change in of Control Purchase Notice exercising the option of such Holder to require the Company to purchase repurchase such Security as provided in Section 3.08 or Section 3.09, respectively, of the Indenture may be converted only if the Change in Control Purchase Notice such notice of exercise is withdrawn as provided above and in accordance with the terms of the Indenture.

Conversion. Subject to compliance with the provisions of the Indenture, a The Holder of a any Security may has the right, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount of such Security thereof (or any portion 104 thereof equal to $1,000 or any that is an integral multiple of $1,000 in excess thereof27) into shares of Common Capital Stock at the Conversion Price initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the time of conversion "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances described in the Indenture; provided, however, that if the circumstances. If a Security is called for redemption pursuant to Article III of the Indenture or upon a Change in Controlredemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the redemption date or the Change in Control Repurchase corresponding Redemption 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 defaults in making the redemption payment due upon redemption. 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 Change in Control Repurchase Pricetransfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, as the case may beif required. Upon conversion, when dueno adjustment or payment will be made for interest or dividends, in which case the but if any Holder surrenders a Security for conversion right shall terminate at after the close of business on the date 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 default is cured and conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security is redeemed or purchased)on such Regular Record Date. A Security in respect In such event, such Security, when surrendered for conversion, need not be accompanied by payment of which a Holder has delivered a Change in Control Repurchase Notice exercising an amount equal to the option of interest payable on such Holder to require Interest Payment Date on the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price is $14.75 per share, subject to adjustment under certain circumstancesportion so converted. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount conversion but a cash adjustment will be paid in cash based upon made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the closing price (as defined in the Indenture) portion of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount thereof converted into shares 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 payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. 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 had delivered a Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if the Change in Control Purchase Notice is withdrawn in accordance with the terms of the IndentureCapital Stock.

Conversion. Subject to and in compliance with the provisions of the Indenture, a the Holder of a any Security may convert has the principal amount right, exercisable at any time prior to the close of such Security business (or any portion thereof equal to $1,000 or any integral multiple New York time) on the date of $1,000 in excess thereof) into shares of Common Stock at the Conversion Price in effect at the time of conversion under certain circumstances described Security's maturity (or, in the Indenture; provided, however, that if the Security is case of Securities called for redemption pursuant redemption, prior to Article III of the Indenture or upon a Change in Control, the conversion right will terminate at the close of business on the Business Day immediately preceding prior to the redemption date corresponding Redemption Date), to convert the principal amount thereof (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 or Change in Control Repurchase Price, as the case may be, when due, in which case the conversion right shall terminate any portion thereof that is an integral multiple of $50) into shares of Fleetwood Common Stock at the close initial conversion price of business on the date such default is cured and such Security is redeemed or purchased). A Security in respect $[___] per share of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price is $14.75 per shareFleetwood Common Stock, subject to adjustment under certain 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 the 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 of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the 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; in lieu thereof, an amount conversion but a cash adjustment will be paid in cash based upon made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the closing price (as defined in the Indenture) portion of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount thereof converted into shares 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 payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. 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 had delivered a Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if the Change in Control Purchase Notice is withdrawn in accordance with the terms of the IndentureCommon Stock.

Conversion. Subject to compliance with the provisions terms and conditions of the Indenture, a Holder of a Security may convert the principal amount each of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) its Securities into shares of Common Stock at an initial conversion rate of 909.0909 shares per $1,000 Principal Amount of Securities (the “Conversion Price 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 time Securities converted are an integral multiple of conversion under certain circumstances described $1,000 principal amount. Accrued and unpaid interest and Liquidated Damages, if any, will be deemed paid in the Indenturefull rather than canceled, extinguished or forfeited; provided, however, that if this Security shall be surrendered for conversion during the Security is called period from close of business on any Record Date for redemption pursuant to Article III the payment of the Indenture or upon a Change in Control, the conversion right will terminate at interest through the close of business on the Business Day immediately next 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 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 business on the date such default is cured and such Security is redeemed or purchased). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price is $14.75 per share, subject to adjustment under certain circumstances. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding following Interest Payment Date, such Security (or if such Interest Payment Date is not a Business Day, the second such Business Dayportion thereof being converted) shall also must be accompanied by payment an amount, in funds acceptable to the Company of an amount Company, equal to the interest payable on such Interest Payment Date on the principal amount of such Security then Principal Amount being converted; provided, and however, that no such interest payment shall be payable to such registered Holder notwithstanding required if there shall exist at the time of 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 a default in the payment of interest payable on the Securities. In addition, to the extent the Holder elects to convert this Security into shares of 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 the Common Stock (other than cash payments for fractional shares) in such Interest Payment DateFundamental Change transaction consists of cash or securities (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 shall promptly repay such funds to such Holderwill increase the Conversion Rate for any Securities surrendered for conversion as set forth in Section 12.08 of the Indenture. [INCLUDE IF SECURITY IS A Holder may convert a portion GLOBAL SECURITY — In the event of a Security equal to $1,000 deposit or any integral multiple thereof. A withdrawal of an interest in this Security, including an exchange, transfer, repurchase or conversion of this Security in respect part only, the Trustee, as custodian of which a Holder had delivered a Change in Control Purchase Notice exercising the option of Depositary, shall make an adjustment on its records to reflect such Holder to require the Company to purchase such Security may be converted only if the Change in Control Purchase Notice is withdrawn deposit or withdrawal in accordance with the terms rules and procedures of the Depositary.] If an Event of Default shall occur and be continuing, the Principal Amount plus accrued and unpaid 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.

Conversion. Subject to compliance with the provisions terms and conditions of the Indenture, at any time or times after the Issue Date, a Holder of a Security may convert the principal amount Principal Amount of such Security (or any portion thereof equal 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 $1,000 or any 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 in excess thereof) into shares Principal Amount. Holders converting any Securities or portions thereof shall be entitled to receive any accrued and unpaid interest on the Principal Amount being converted as of Common Stock at the Conversion Price in effect at Date to the time of conversion under certain circumstances described extent provided for in the Indenture; provided, however, that if . If the Security is called for redemption pursuant to Article III of the Indenture or upon a Change in Control, the conversion right will terminate at Conversion Date occurs between 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 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 business on the date such default is cured and such Security is redeemed or purchased). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price is $14.75 per share, subject to adjustment under certain circumstances. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Record Date to and the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such immediately following Interest Payment Date, the Company shall pay to the applicable Holder in cash, on such Interest Payment Date, an amount equal to the accrued and unpaid interest through the Conversion Date on the Principal Amount of Securities such Holder is converting; provided, however, if the Company pays such Holder on such Interest Payment Date an amount equal to the interest otherwise payable to such Holder as if such Holder had not converted any Security or portion thereof prior to such Interest Payment Date, such Holder shall promptly repay pay to the Company an amount equal to the difference between (1) such funds to 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 Holder may convert a portion GLOBAL SECURITY -- In the event of a Security equal to $1,000 deposit or any integral multiple thereof. A withdrawal of an interest in this Security, including an exchange, transfer, repurchase or conversion of this Security in respect part only, the Trustee, as custodian of which a Holder had delivered a Change in Control Purchase Notice exercising the option of Depositary, shall make an adjustment on its records to reflect such Holder to require the Company to purchase such Security may be converted only if the Change in Control Purchase Notice is withdrawn deposit or withdrawal in accordance with the terms 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 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 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. Subject to compliance with the provisions of the Indenture, unless ---------- previously redeemed, the Notes are convertible (in denominations of $1,000 principal amount at maturity or integral multiples thereof), at the option of the holder thereof, into Capital Stock of the Company at any time after 365 days following the Issue Date and prior to the maturity date. The number of shares of Capital Stock of the Company ("Conversion Shares") issuable upon conversion of the Notes is equal to the Accreted Value of the Notes being converted (on the date of conversion) divided by $25.00, subject to adjustment as provided in the Indenture (the "Conversion Ratio"). Except as described below, no adjustment will be made on conversion of any Notes for interest accrued thereon or for dividends paid on outstanding Capital Stock of the Company. If Notes not called for redemption are converted (including pursuant to the mandatory conversion feature described below) after a Holder record date for the payment of a Security may convert interest and prior to the next succeeding interest payment date, such Notes must be accompanied by funds equal to the interest payable on such succeeding interest payment date on the principal amount so converted. The Company is not required to issue fractional shares upon conversion of such Security Notes (or any portion thereof equal including pursuant to $1,000 or any integral multiple the mandatory conversion feature described below) and, in lieu thereof, will pay a cash adjustment based upon the Closing Price on the Neuer Markt of $1,000 in excess thereof) into shares of the Common Stock on the last Trading Day prior to the day of conversion. In the case of Notes called for redemption, conversion rights will expire at the close of business on the Trading Day next preceding the date fixed for redemption, unless the Company defaults in payment of the redemption price. In addition, if the closing price on the Neuer Markt of the Common Stock during any period described below has exceeded the price for such period referred to below for at least 30 consecutive Trading Days ("Market Criteria," with the 30-day period being referred to as the "Market Criteria Period"), and the Conversion Price in effect at the time of conversion under certain circumstances Shelf Registration Statement described in paragraph 2 hereof is effective and available, all of the IndentureNotes will be automatically converted into that number of Conversion Shares derived by application of the Conversion Ratio; provided, however, that if the Security Market Criteria is called for redemption pursuant to Article III of satisfied during the Indenture or upon a Change in Controlfirst year after the Closing Date, the conversion right will terminate at not occur until the close one-year anniversary 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 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 business on the date such default is cured Closing Date and such Security is redeemed or purchased). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted will occur only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price is $14.75 per share, subject to adjustment under certain circumstances. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price (as defined in on the Indenture) Neuer Markt of the Common Stock is at least (Euro)32.00 on the Trading Day immediately prior to such date: Closing ------- 12 Months Beginning Price ------------------- ----- August 15, 1999 (Euro)32.00 August 15, 2000 (Euro)38.46 August 15, 2001 (Euro)44.92 August 15, 2002 (Euro)51.37 August 15, 2003 (Euro)57.83 The denominator of the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date Ratio is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. If the Company defaults adjustment as provided in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. 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 had delivered a Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if the Change in Control Purchase Notice is withdrawn in accordance with the terms Section 10.5 of the Indenture.

Conversion. Subject to compliance with the provisions of the Indenture, a The Holder of a any Security may has the right, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount of such Security thereof (or any portion 102 6 thereof equal to $1,000 or any that is an integral multiple of $1,000 in excess thereof27) into shares of Common Capital Stock at the Conversion Price initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the time of conversion "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances described in the Indenture; provided, however, that if the circumstances. If a Security is called for redemption pursuant to Article III of the Indenture or upon a Change in Controlredemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the redemption date or the Change in Control Repurchase corresponding Redemption 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 defaults in making the redemption payment due upon redemption. 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 Change in Control Repurchase Pricetransfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, as the case may beif required. Upon conversion, when dueno adjustment or payment will be made for interest or dividends, in which case the but if any Holder surrenders a Security for conversion right shall terminate at after the close of business on the date 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 default is cured and conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security is redeemed or purchased)on such Regular Record Date. A Security in respect In such event, such Security, when surrendered for conversion, need not be accompanied by payment of which a Holder has delivered a Change in Control Repurchase Notice exercising an amount equal to the option of interest payable on such Holder to require Interest Payment Date on the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price is $14.75 per share, subject to adjustment under certain circumstancesportion so converted. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount conversion but a cash adjustment will be paid in cash based upon made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the closing price (as defined in the Indenture) portion of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount thereof converted into shares 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 payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. 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 had delivered a Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if the Change in Control Purchase Notice is withdrawn in accordance with the terms of the IndentureCapital Stock.

Conversion. Subject The Lender has the right, at any time after the Effective Date, at its election, to compliance with the provisions convert all or part of the IndentureNote Amount into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock (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, a Holder facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of a Security may convert delivery of the principal amount Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of such Security (or conversion and waived any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into objection thereto. The Borrower shall deliver the shares of Common Stock at from any conversion to the Lender (in any name directed by the Lender) within three (3) business days of Conversion Price in effect at the time of conversion under certain circumstances described Notice delivery. The Borrower represents that it is participating in the Indenture; providedDepository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, however, that if the Security is called for redemption pursuant to Article III and upon request of the Indenture 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 upon a Change in Controlare effectively registered under the Securities Act, the conversion right will terminate at Borrower shall cause its transfer agent to electronically issue 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 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 business on the date such default is cured and such Security is redeemed or purchased). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price is $14.75 per share, subject to adjustment under certain circumstances. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing to the principal amount of Lender through the Security DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or portion thereof converted rights offerings by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture Borrower relating to the payment Borrower’s securities or the securities of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. 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 had delivered a Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if the Change in Control Purchase Notice is withdrawn in accordance with the terms subsidiary of the IndentureBorrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. Subject to and in compliance with the provisions of the Indenture, a the Holder of a any Security may convert has the principal amount right, exercisable at any time prior to the close of such Security business (or any portion thereof equal to $1,000 or any integral multiple New York time) on the date of $1,000 in excess thereof) into shares of Common Stock at the Conversion Price in effect at the time of conversion under certain circumstances described Security's maturity (or, in the Indenture; provided, however, that if the Security is case of Securities called for redemption pursuant redemption, prior to Article III of the Indenture or upon a Change in Control, the conversion right will terminate at the close of business on the Business Day immediately preceding prior to the redemption date corresponding Redemption Date), to convert the principal amount thereof (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 or Change in Control Repurchase Price, as the case may be, when due, in which case the conversion right shall terminate any portion thereof that is an integral multiple of $22) into shares of Fleetwood Common Stock at the close initial conversion price of business on the date such default is cured and such Security is redeemed or purchased). A Security in respect $[___] per share of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price is $14.75 per shareFleetwood Common Stock, subject to adjustment under certain 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 the 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 of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the 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; in lieu thereof, an amount conversion but a cash adjustment will be paid in cash based upon made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the closing price (as defined in the Indenture) portion of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount thereof converted into shares 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 payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. 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 had delivered a Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if the Change in Control Purchase Notice is withdrawn in accordance with the terms of the IndentureCommon Stock.

Conversion. Subject The holder of any Note has the right, exercisable at any time after the Issuance Date and prior to compliance with the provisions close of business (New York City time) on the Business Day immediately preceding the date of the IndentureNote's maturity, a Holder of a Security may to convert the principal amount of such Security thereof (or any portion thereof equal to $1,000 or any that is an integral multiple of $1,000 in excess thereof100) into shares of Common Stock at the initial Conversion Price in effect at the time of conversion $5.00 per share, subject to adjustment under certain circumstances described in the Indenture; providedcircumstances, however, except that if the Security a Note is called for redemption pursuant to Article III of the Indenture or upon a Change in Controlredemption, the conversion right will terminate at the close of business (New York City time) on the Business Day immediately preceding the redemption date or the Change in Control Repurchase Date, as the case may be, fixed 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 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 business on the date such default is cured and such Security is redeemed or purchased). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price is $14.75 per share, subject to adjustment under certain circumstances. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Conversion Dateredemption. To convert a SecurityNote, a Holder holder must (a1) complete and manually sign a notice of election to convert substantially in the conversion notice form set forth below and deliver such notice below, (2) surrender the Note to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c3) furnish appropriate endorsements and or transfer documents if required by a the Registrar or a Conversion Agent, Agent and (d4) pay any transfer or similar tax, if required. Securities so surrendered Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Noteholder surrenders a Note for conversion (in whole or in part) during the period from after the close of business on any Record Date the record date for the payment of an installment of interest and prior to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof 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 upon a Change in Control on a Redemption Date or Change in Control Repurchase Dateprior to such interest payment date, as the case may besuch Note, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Datewhen surrendered for conversion, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also must be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the portion so converted. The number of shares of Common Stock issuable upon conversion of a Note is determined by dividing 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 Note converted by the CompanyConversion Price in effect on the Conversion Date. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such HolderNo fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. A Security Note in respect of which a Holder had holder has delivered a Change in Control Purchase Notice an "Option of Noteholder to Elect Purchase" form appearing below exercising the option of such Holder holder to require the Company to purchase such Security Note may be converted only if the Change in Control Purchase Notice notice of exercise is withdrawn as provided above and in accordance with the terms of the Indenture. The above description of conversion of the Notes is qualified by reference to, and is subject in its entirety by, the more complete description thereof contained in the Indenture.

Conversion. Subject to compliance with the provisions of the Indenturenext two succeeding sentences, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) it into shares of Common Stock of the Company at any time before the Conversion Price in effect at the time close of conversion under certain circumstances described in the Indenture; providedbusiness on February 16, however, that if 2021. If the Security is called for redemption pursuant to Article III of the Indenture or upon a Change in Controlredemption, the conversion right will terminate Holder may convert it at any time before the close of business on the Business Day immediately preceding the redemption date or the Change in Control Repurchase Redemption 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 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 business on the date such default is cured and such Security is redeemed or purchased). A Security in respect of which a Holder has delivered a Purchase Notice or Change in Control Repurchase Purchase Notice exercising the option of such Holder to require the Company to repurchase purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price Rate is 8.224 shares of Common Stock per $14.75 per share1,000 Principal Amount at Maturity, subject to adjustment under in certain circumstancesevents 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 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 of Common Stock issuable upon 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 Security 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 Security or portion thereof payment as described above, no interest on converted Securities will be payable by the Conversion Price in effect Company on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior any Interest Payment Date subsequent to the Conversion Datedate of conversion. To convert a Security, a Holder must (a1) complete and manually sign the conversion notice set forth below (or complete and manually sign a facsimile of such notice) and deliver such notice to a the Conversion Agent, (b2) surrender the Security to a the Conversion Agent, (c3) furnish appropriate endorsements and transfer documents if required by a Registrar or a the Conversion Agent, the Company or the Trustee and (d4) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. A Holder may convert a portion of a Security equal to if the Principal Amount at Maturity of such portion is $1,000 or any an integral multiple thereofof $1,000. A Security No payment or adjustment will be made for dividends on the Common Stock except as provided in respect the Indenture. On conversion of which a Holder had delivered a Change Security, that portion of accrued Original Issue Discount (or interest if the Company has exercised its option provided for in Control Purchase Notice exercising 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 cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full 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 require 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 the Company is a party to a consolidation, merger or binding share exchange or a transfer of all or substantially all of its assets, or upon certain distributions described in the Indenture, the right to convert a Security into Common Stock may be converted only if the Change in Control Purchase Notice is withdrawn in accordance with the terms changed into a right to convert it into securities, cash or other assets of the IndentureCompany or another person.

Conversion. Subject to compliance with the provisions of Article 10 of the Indenture, a Holder of a Security Note may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) Note into shares of Common Stock at of the Conversion Price Company if any of the conditions specified in effect at paragraphs (a) through (g) of Section 10.01 of the time of conversion under certain circumstances described in the IndentureIndenture is satisfied; provided, however, that if the Security such Note is called for redemption pursuant to Article III of the Indenture or upon a Change in Controlredemption, the conversion right will terminate at the close of business on the second Business Day immediately preceding before the redemption date or the Change in Control Repurchase Date, as the case may be, for of such Security or such earlier date as the Holder presents such Security for redemption or purchase Note (unless the Company shall default in making the redemption payment 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 business on the date such default Default is cured and such Security Note is redeemed or purchasedredeemed). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price initial conversion price is $14.75 6.45 per share, subject to adjustment under certain circumstancescircumstances as described in the Indenture (the "CONVERSION PRICE"). The number of shares of Common Stock issuable upon conversion of a Security Note is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price in effect on the Conversion Date. In the event of a conversion of a Note in a Principal Value Conversion the Company has the option to deliver cash and/or Common Stock to the Holder of the Note surrendered for such conversion as provided in Section 10.2 of the Indenture. Upon conversion, no adjustment for interest, if any (including contingent interest, if any), Liquidated Damages, if any, or dividends will be made. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing current market price (as defined in the Indenture) of the Common Stock on the last Trading Day immediately prior to the Conversion Datedate of conversion. To convert a SecurityNote, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a the Conversion Agent, (b) surrender the Security Note to a the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a the Registrar or a the Conversion Agent, and (d) 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. Securities so surrendered If a Holder surrenders a Note for conversion (in whole or in part) during between the period from record date for the close payment of business on any Record Date to the opening an installment of business on interest and the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Dayinterest payment date, the second such Business Day) shall also Note must be accompanied by payment in funds acceptable to the Company of an amount equal to the interest (including contingent interest, if any) and Liquidated Damages, if any, payable on such Interest Payment Date interest payment date on the principal amount of the Note or portion thereof then converted; provided, however, that no such Security then being converted, payment shall be required if such Note has been called for redemption on a redemption date within the period between and including such record date and such interest shall be payable to payment date, or if such registered Holder notwithstanding Note is surrendered for conversion on the conversion of such Security, subject to the provisions of this Indenture relating to the interest payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holderdate. A Holder may convert a portion of a Security Note equal to $1,000 or any integral multiple thereof. A Security Note in respect of which a Holder had has delivered a Purchase Notice or a Change in of Control Purchase Repurchase Notice exercising the option of such Holder to require the Company to purchase repurchase such Security Note as provided in Section 3.08 or Section 3.09, respectively, of the Indenture may be converted only if the Change in Control Purchase Notice such notice of exercise is withdrawn as provided above and in accordance with the terms of the Indenture.

Conversion. Subject to compliance with the provisions of the Indenture, a A Holder of a Security Note may convert the principal amount of such Security Note (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into shares Shares of Common Stock at any time prior to the Conversion Price in effect at last Business Day prior to the time close of conversion under certain circumstances described in the Indenturebusiness on January 15, 2012; provided, however, that if the Security Note is called for redemption pursuant or subject to Article III of the Indenture or purchase upon a Change in Control, the conversion right will terminate at the close of business on the Business Day immediately preceding the redemption date or the Change in Control Repurchase Payment Date, as the case may be, for such Security Note or such earlier date as the Holder presents such Security Note for redemption or purchase (unless the Company shall default in making the redemption payment or Change in Control Repurchase PricePayment, as the case may be, when due, in which case the conversion right shall terminate at the close of business on the date such default Default is cured and such Security Note is redeemed or purchased). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Price is $14.75 [3.30] per share, subject to adjustment under certain circumstances. The number of shares Shares of Common Stock issuable upon conversion of a Security Note is determined by dividing the principal amount of the Security Note or portion thereof converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price (as defined in the Indenture) Closing Sale Price of the Shares of Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a SecurityNote, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security Note to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities Notes so surrendered for conversion (in whole or in part) during the period from the close of business on any Record Date regular record date to the opening of business on the next succeeding Interest Payment Date (excluding Securities Notes or portions thereof called for redemption or subject to purchase upon a Change in Control on a Redemption Date redemption date or Change in Control Repurchase Payment Date, as the case may be, during the period beginning at the close of business on a Record Date regular record date and ending at the opening close 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 next such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security Note then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such SecurityNote, 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 payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. A Holder may convert a portion of a Security Note equal to $1,000 or any integral multiple thereof. A Security Note in respect of which a Holder had delivered a Change in Control Purchase Payment Notice exercising the option of such Holder to require the Company to purchase such Security Note may be converted only if the Change in Control Purchase Payment Notice is withdrawn in accordance with the terms of the this Indenture.

Conversion. Subject to compliance with the provisions of the Indenture, a The Holder of a Security may convert any Convertible Debenture has the principal amount of such Security right, exercisable at any time on or before 5:00 p.m. (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereofNew York City time) into shares of Common Stock at the Conversion Price in effect at the time of conversion under certain circumstances described in the Indenture; provided, however, that if the Security is called for redemption pursuant to Article III of the Indenture or upon a Change in Control, the conversion right will terminate at the close of business on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon 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 or Change in Control Repurchase Price, as the case may be, when due, in which case the conversion right shall terminate either at the close of business on the date such default is cured and such Security is redeemed or purchased). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company or pursuant to repurchase such Security may be converted only if such notice a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of exercise is withdrawn in accordance with the terms $25) into fully paid and nonassessable shares of Sun Common Stock of the Indenture. The Conversion Price is Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $14.75 25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per shareshare of Sun Common Stock), subject to adjustment under certain circumstancescircumstances as set forth in Section 1303 and 1304. The number of shares of Common Stock issuable upon conversion of a Security Convertible Debenture is determined by dividing the principal amount of the Security or portion thereof Convertible Debenture converted by the Conversion Price conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount conversion but a cash adjustment will be paid in cash based upon made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the closing price (as defined in the Indenture) portion of the principal amount thereof converted into shares of Sun Common Stock on the Trading Day immediately prior to the Conversion DateStock. To convert a SecurityConvertible Debenture, a Holder must (ai) complete and manually sign the a conversion notice set forth below and deliver such notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (ciii) furnish appropriate endorsements and or transfer documents if required by a the Security Registrar or a Conversion Agent, Agent and (div) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole If a Notice of Conversion is delivered on or in part) during after the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or 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 ending at prior to the opening of business on the first Business Day after the next succeeding subsequent Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also Holder will be accompanied by payment in funds acceptable entitled to the Company of an amount equal to receive the interest payable on such the subsequent Interest Payment Date on the principal amount portion of such Security then being converted, and such interest shall Convertible Debentures to be payable to such registered Holder converted notwithstanding the conversion of such Security, subject thereof prior 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 payable on 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 promptly repay 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 funds Convertible Debenture shall (subject to any right of the Holder of such Holder. A Holder may convert a portion of a Security equal to $1,000 Convertible Debenture or any integral multiple thereof. A Predecessor Security to receive interest as provided in respect the last paragraph of which a Holder had delivered a Change in Control Purchase Notice exercising the option of such Holder Section 307 and this paragraph) be paid to require the Company to purchase upon Company Request or, if then held by the Company, shall be discharged from such Security may be converted only if the Change in Control Purchase Notice is withdrawn in accordance with the terms of the Indenturetrust.

Conversion. Subject to compliance with the provisions of the Indenture, a A Holder of a Security may convert the principal amount Security into Ordinary Shares at any time until the close of such Security (or any portion thereof equal business on the Business Day prior to $1,000 or any integral multiple of $1,000 in excess thereof) into shares of Common Stock at the Conversion Price in effect at the time of conversion under certain circumstances described in the IndentureStated Maturity; provided, however, that if the Security is called for redemption pursuant to Article III of the Indenture or upon a Change in Controlredemption, the conversion right will terminate at 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, Redemption Date 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 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 business on the date such default is cured and such Security is redeemed or purchasedredeemed). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase 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 Price Rate is 8.1566 Ordinary Shares per $14.75 per share1,000 Principal Amount, subject to adjustment under in certain circumstancesevents described in the Indenture. The Company will deliver cash or a check in lieu of any fractional Ordinary Share. In the event the Company exercises its option pursuant to Section 1601 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 Ordinary Shares 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 Common Stock issuable upon business on any Regular Record Date immediately preceding any Interest Payment Date to the opening of business of such Interest Payment Date (except Securities or portions of Securities to be redeemed on a Redemption Date occurring during the period from the close of business on a Regular Record Date and ending on the opening of business on the first Business Day after the next Interest Payment Date, or if this Interest Payment Date is not a Business Day, the second Business Day after the 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 of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment will be made for dividends on the Ordinary Shares except as provided in the Indenture. On conversion of a Security, that portion of accrued Original Issue Discount (and interest if the Security is determined by dividing converted to an interest-bearing debenture) attributable to the principal amount period from the Issue Date (or, in the case of interest, if the Company has exercised the option referred to in "Tax Event", the later of (x) the date of such exercise and (y) the date on which interest was last paid) through the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery of the Ordinary Shares (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 Ordinary Shares (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount (and interest, if the Company has exercised its option provided for in "Tax Event") accrued through the Conversion Date, and the balance, if any, of such fair market value of such Ordinary Shares (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security or portion thereof being converted by pursuant to the Conversion Price in effect on the Conversion Dateprovisions hereof. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price (as defined in the Indenture) of the Common Stock Ordinary Shares on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a the Conversion Agent, (c) furnish appropriate endorsements and transfer documents (including any certification that may be required under applicable law) if required by a Registrar or a the Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. 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 had delivered a Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if the Change in Control Purchase Notice is withdrawn in accordance with the terms of the Indenture.

Conversion. Subject to compliance with Upon satisfaction of the provisions conditions set forth in Section 10.01(a) of the Indenture, a Holder of a Security may convert any portion of the principal amount of such any Security (or any portion thereof equal to $1,000 or any that is an integral multiple of $1,000 in excess thereofinto cash and fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/10000th of a share) into shares of Common Stock at in accordance with the Conversion Price in effect at the time provisions of conversion under certain circumstances described in Section 10.14 of the Indenture; provided, however, provided that if the such Security is called for redemption pursuant to Article III of the Indenture or upon a Change in Controlredemption, the conversion right will terminate at the close of business on the second Business Day immediately preceding the redemption date or the Change in Control Repurchase Date, as the case may be, for Redemption Date of 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 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 business on the date such default is cured and such Security is redeemed or purchasedredeemed). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising Such conversion right shall commence on the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms initial issuance date of the IndentureSecurities and expire at the close of business on the Business Day immediately preceding the date of maturity, subject, in the case of conversion of any Global Security, to any Applicable Procedures. The Conversion Price is shall, as of the date of the Indenture, initially be $14.75 68.65 per share, subject to adjustment under certain circumstancesshare of Common Stock. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount Conversion Rate shall, as of the Security or portion thereof converted by date of the 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; in lieu thereof, an amount will be paid in cash based upon the closing price Ten Day Average Closing Stock Price (as defined in the Indenture). Except as provided in Section 10.02(c) of the Common Stock Indenture, delivery of the Principal Return, Net Shares and cash in lieu of fractional shares shall be deemed to satisfy the Company’s obligation to pay the principal amount of a converted Security and accrued but unpaid interest (including Liquidated Damages, if any) thereon. Any accrued interest (including Liquidated Damages, if any) payable on the Trading Day immediately prior to the Conversion Datea converted Security will be deemed paid in full, rather than canceled, extinguished or forfeited. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a the Conversion Agent, (b) surrender the Security to a the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a the Registrar or a the Conversion Agent, and (d) 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. Securities so surrendered If a Holder surrenders a Security for conversion (in whole or in part) during the period from between the close of business on any Record Date to the record date for the payment of an installment of interest and the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Dayrelated interest payment date, the second such Business Day) shall also Security must be accompanied by payment in funds acceptable to the Company of an amount equal to the interest (including Liquidated Damages, if any) payable on such Interest Payment Date 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 then being converted, 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 shall be payable to payment date, or if such registered Holder notwithstanding Security is surrendered for conversion on the conversion of such Security, subject to the provisions of this Indenture relating to the interest payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holderdate. 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 had has delivered a Repurchase Notice or a Change in of Control Purchase Repurchase Notice exercising the option of such Holder to require the Company to purchase repurchase such Security as provided in Section 3.08 or Section 3.09, respectively, of the Indenture may be converted only if the Change in Control Purchase Notice such notice of exercise is withdrawn in accordance with the terms of the Indenture.

Conversion. Subject The holder of any Convertible Note has the right at any time prior to compliance with the provisions close of business (New York time) on the date of the IndentureConvertible Note's maturity, a Holder of a Security may to convert the principal amount of such Security thereof (or any portion thereof equal to $1,000 or any that is an integral multiple of $1,000 in excess thereof1,000) into shares of Common Stock at the initial Conversion Price in effect at the time of conversion $1.35 per share, subject to adjustment under certain circumstances as more fully described in Section 5.6 of the Indenture; provided, however, except that if the Security a Convertible Note is called for redemption pursuant to Article III of the Indenture or upon a Change in Controlredemption, the conversion right will terminate at 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, fixed 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 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 business on the date such default is cured and such Security is redeemed or purchased). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price is $14.75 per share, subject to adjustment under certain circumstances. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Conversion Dateredemption. To convert a SecurityConvertible Note, a Holder holder must (a1) complete and manually sign a notice of election to convert substantially in the conversion notice form set forth below and deliver such notice below, (2) surrender the Convertible Note to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c3) furnish appropriate endorsements and or transfer documents if required by a the Registrar or a Conversion Agent, Agent and (d4) pay any transfer or similar tax, if required. Securities so surrendered Upon conversion, no adjustment or payment will be made for interest or dividends (except for any required payment of Additional Voluntary Conversion Interest), but if any Noteholder surrenders a Convertible Note for conversion (in whole or in part) during the period from after the close of business on any Record Date the record date for the payment of an installment of interest and prior to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Dateinterest payment date, as the case may bethen, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if notwithstanding such Interest Payment Date is not a Business Dayconversion, the second interest payable on such Business Day) shall also 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 funds acceptable to the Company of an amount equal to the interest (but in no circumstance shall this requirement to pay interest upon conversion result in any holder being required to pay any Additional Voluntary Conversion Interest to the Company) payable on such Interest Payment Date interest payment date on the portion so converted. The number of shares of Common Stock issuable upon conversion of a Convertible Note is determined by dividing the principal amount of such Security the Convertible Note converted by the Conversion Price in effect on the Conversion Date and then being converted, and such interest shall adding any shares of Common Stock to be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the delivered in payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. 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 had delivered a Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if the Change in Control Purchase Notice is withdrawn in accordance with the terms of the Indenture.Additional Voluntary

Conversion. Subject to and in compliance with the provisions of the Indenture, a the Holder of a any Security may convert has the principal amount right, exercisable at any time prior to the close of such Security business (or any portion thereof equal to $1,000 or any integral multiple New York time) on the date of $1,000 in excess thereof) into shares of Common Stock at the Conversion Price in effect at the time of conversion under certain circumstances described Security's maturity (or, in the Indenture; provided, however, that if the Security is case of Securities called for redemption pursuant redemption, prior to Article III of the Indenture or upon a Change in Control, the conversion right will terminate at the close of business on the Business Day immediately preceding prior to the redemption date corresponding Redemption Date), to convert the principal amount thereof (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 or Change in Control Repurchase Price, as the case may be, when due, in which case the conversion right shall terminate any portion thereof that is an integral multiple of $50) into shares of Fleetwood Common Stock at the close initial conversion price of business on the date such default is cured and such Security is redeemed or purchased). A Security in respect $48.72 per share of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price is $14.75 per shareFleetwood Common Stock, subject to adjustment under certain 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 the 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 of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the 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; in lieu thereof, an amount conversion but a cash adjustment will be paid in cash based upon made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the closing price (as defined in the Indenture) portion of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount thereof converted into shares 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 payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. 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 had delivered a Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if the Change in Control Purchase Notice is withdrawn in accordance with the terms of the IndentureCommon Stock.

Conversion. Subject to compliance with the provisions of Article 10 of the Indenture, a Holder of a Security Note may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) Note into shares of Common Stock at of the Conversion Price Company if any of the conditions specified in effect at paragraphs (a) through (g) of Section 10.01 of the time of conversion under certain circumstances described in the IndentureIndenture is satisfied; provided, however, that if the Security such Note is called for redemption pursuant to Article III of the Indenture or upon a Change in Controlredemption, the conversion right will terminate at the close of business on the second Business Day immediately preceding before the redemption date or the Change in Control Repurchase Date, as the case may be, for of such Security or such earlier date as the Holder presents such Security for redemption or purchase Note (unless the Company shall default in making the redemption payment 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 business on the date such default Default is cured and such Security Note is redeemed or purchasedredeemed). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price initial conversion price is $14.75 6.51 per share, subject to adjustment under certain circumstancescircumstances as described in the Indenture (the "CONVERSION PRICE"). The number of shares of Common Stock issuable upon conversion of a Security Note is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price in effect on the Conversion Date. In the event of a conversion of a Note in a Principal Value Conversion, the Company has the option to deliver cash and/or Common Stock to the Holder of the Note surrendered for such conversion as provided in Section 10.02 of the A-1-8 Indenture. Upon conversion, no adjustment for interest, if any, Liquidated Damages, if any, or dividends will be made. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing current market price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior date that the Securities are deemed to the Conversion Datehave been converted. To convert a SecurityNote, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a the Conversion Agent, (b) surrender the Security Note to a the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a the Registrar or a the Conversion Agent, and (d) 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. Securities so surrendered If a Holder surrenders a Note for conversion (in whole or in part) during between the period from record date for the close payment of business on any Record Date to the opening an installment of business on interest and the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Dayinterest payment date, the second such Business Day) shall also Note must be accompanied by payment in funds acceptable to the Company of an amount equal to the interest and Liquidated Damages, if any, payable on such Interest Payment Date interest payment date on the principal amount of the Note or portion thereof then converted; provided, however, that no such Security then being converted, payment shall be required if such Note has been called for redemption on a redemption date within the period between and including such record date and such interest shall be payable to payment date, or if such registered Holder notwithstanding Note is surrendered for conversion on the conversion of such Security, subject to the provisions of this Indenture relating to the interest payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holderdate. A Holder may convert a portion of a Security Note equal to $1,000 or any integral multiple thereof. A Security Note in respect of which a Holder had has delivered a Purchase Notice or a Change in of Control Purchase Repurchase Notice exercising the option of such Holder to require the Company to purchase repurchase such Security Note as provided in Section 3.08 or Section 3.09, respectively, of the Indenture may be converted only if the Change in Control Purchase Notice such notice of exercise is withdrawn as provided above and in accordance with the terms of the Indenture.

Conversion. Subject to and upon compliance with the provisions of the Indenture, a the Holder of a Security may convert the principal amount of such Security (surrender for conversion all or any portion thereof equal to $1,000 or any of this Security that is in an integral multiple of $1,000 1,000. Upon conversion, the Holder shall be entitled to receive the consideration specified in excess thereof) into the Indenture. No fractional share of Common Stock shall be issued upon conversion of a Security. Instead, the Company shall pay a cash adjustment as provided in the Indenture. The initial Conversion Rate of the Securities shall be 27.4395 shares of Common Stock at the Conversion Price in effect at the time per $1,000 principal amount of conversion under certain circumstances described in the Indenture; providedSecurities, however, that if the Security is called for redemption pursuant subject to Article III of the Indenture or upon a Change in Control, the conversion right will terminate at 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 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 business on the date such default is cured and such Security is redeemed or purchased). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn adjustment in accordance with the terms provisions of Article 4 of the Indenture. The If a Holder converts all or any portion of this Security in connection with the occurrence of certain Fundamental Change transactions, the Conversion Price is $14.75 per share, subject Rate shall be increased in the manner and to adjustment under certain circumstances. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount extent described in Section 4.06 of the Security or portion thereof converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. 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 upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment by the Holders of such Securities in funds to the Conversion Agent acceptable to the Company 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 has called the Securities for redemption on a Redemption Date that falls after a Regular Record Date for an Interest Payment Date and 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 or prior 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 payable on such corresponding Interest Payment Date, ; (2) in connection with a conversion following the Regular Record Date preceding the Final Maturity Date; (3) if the Company shall promptly repay such funds 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 any overdue interest exists at the time of conversion with respect to such Holder. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereofSecurity. A Security in respect of which a Holder had delivered has submitted a Repurchase Notice or a Fundamental Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if the such Holder validly withdraws such Repurchase Notice or such Fundamental Change in Control Purchase Notice is withdrawn in accordance with the terms of the Indenture.

Conversion. Subject to compliance with At any time after 90 days following the provisions latest date of original issuance of the IndentureNotes and prior to the close of business on [_________________], 2005, a Holder of a Security Note may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) Note into shares of Common Stock at of the Conversion Price in effect at the time of conversion under certain circumstances described in the IndentureCompany; providedPROVIDED, howeverHOWEVER, that if the Security Note is called for redemption pursuant to Article III of the Indenture or upon a Change in Controlredemption, the conversion right will terminate at the close of business on the third Business Day immediately preceding before the redemption date or the Change in Control Repurchase Date, as the case may be, for of such Security or such earlier date as the Holder presents such Security for redemption or purchase Note (unless the Company shall default in making the redemption payment 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 business on the date such default is cured and such Security Note is redeemed or purchasedredeemed). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise The initial conversion price is withdrawn in accordance with the terms of the Indenture. The Conversion Price is [$14.75 ________________] per share, subject to adjustment under certain circumstancescircumstances as described in the First Supplemental Indenture and the Indenture. The number of shares of Common Stock issuable upon conversion of a Security Note is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price conversion price in effect on the Conversion Dateconversion date. Upon conversion, no adjustment for interest or dividends will be made. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing current market price (as defined in the First Supplemental Indenture and the Indenture) of the Common Stock on the Trading Day immediately last trading day prior to the Conversion Datedate of conversion. To convert a SecurityNote, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a the Conversion Agent, (b) surrender the Security Note to a the Conversion Agent, if certificated, (c) furnish appropriate endorsements and transfer documents if required by a the Registrar or a the Conversion Agent, and (d) 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. Securities so surrendered If a Holder surrenders a Note for conversion (in whole or in part) during between the period from record date for the close payment of business on any Record Date to the opening an installment of business on interest and the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Dayinterest payment date, the second such Business Day) shall also Note must be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of the Note or portion thereof then converted; PROVIDED, HOWEVER, that no such Security then being converted, payment shall be required if such Note has been called for redemption on a redemption date within the period between and including such record date and such interest shall be payable to payment date, or if such registered Holder notwithstanding Note is surrendered for conversion on the conversion of such Security, subject to the provisions of this Indenture relating to the interest payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holderdate. A Holder may convert a portion of a Security Note equal to $1,000 or any integral multiple thereof. A Security Note in respect of which a Holder had delivered a Change in Control Purchase Repurchase Notice exercising the option of such Holder to require the Company to purchase repurchase such Security Note may be converted only if the Change in Control Purchase Repurchase Notice is withdrawn as provided above and in accordance with the terms of the Indenture.

Conversion. Subject to compliance with the provisions of the Indenture, a A Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into shares of Common Stock at any time prior to the close of business on the Business Day immediately preceding the Final Maturity Date, at the Conversion Price then in effect at effect, subject to the time conditions, if any, set forth in Section 6.01 of conversion under certain circumstances described in the Supplemental Indenture; provided, however, that that, if the Security is called for redemption pursuant subject to Article III of the Indenture or purchase upon a Change in ControlFundamental Change, the conversion right will terminate at the close of business on the Business Day immediately preceding the redemption date or the Fundamental Change in Control Repurchase Date, as the case may be, Purchase Date 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 or Fundamental Change in Control Repurchase Price, as the case may be, Purchase Price when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Price is $14.75 6.2599 per shareshare of Common Stock, and the initial Conversion Rate is 159.7470 shares of Common Stock, in each case subject to adjustment under certain circumstances. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing circumstances as provided in the principal amount of the Security or portion thereof converted by the Conversion Price in effect on the Conversion DateIndenture. No fractional shares will be issued upon conversion; in lieu thereof, the Company will pay cash in an amount will be paid in cash based upon determined by multiplying the closing price (as defined in the Indenture) Closing Sale Price of the a full share of Common Stock on the last Trading Day immediately prior to the Conversion DateDate by the fractional amount and rounding the product to the nearest whole cent. Whether fractional shares are issuable upon a conversion will be determined on the basis of the total number of Securities that the Holder is then converting into cash and Common Stock, if any, and the aggregate number of shares, if any, of Common Stock issuable upon such conversion. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a the Registrar or a the Conversion Agent, Agent and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple of $1,000 in excess thereof. In the case of a Security held by the Depository, such conversion shall be done in accordance with the applicable rules and procedures of the Depository. A Security in respect of which a Holder had delivered a Fundamental Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if the Fundamental Change in Control Purchase Notice is withdrawn in accordance with the terms of the Indenture.

Conversion. Subject to compliance with the provisions of the Indenturenext two succeeding sentences, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) it into shares of Common Stock of the Company at any time before the Conversion Price in effect at the time close of conversion under certain circumstances described in the Indenture; providedbusiness on June 28, however, that if 2020. If the Security is called for redemption pursuant to Article III of the Indenture or upon a Change in Controlredemption, the conversion right will terminate Holder may convert it at any time before the close of business on the Business Day immediately preceding the redemption date or the Change in Control Repurchase Redemption 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 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 business on the date such default is cured and such Security is redeemed or purchased). A Security in respect of which a Holder has delivered a Change in Control Repurchase Purchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price is $14.75 per share, subject to adjustment under certain circumstances. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. 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 had delivered a Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if the Change in Control Purchase Notice such notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Rate is 7.4603 shares of Common Stock per $1,000 Principal Amount at Maturity, 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 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 of Common Stock such Holder would have received if the Company had not exercised such option. If the Company exercises such option, Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business of such Interest Payment Date (except Securities to be redeemed on a date within such period) must be accompanied by payment of an amount equal to the interest thereon that the registered Holder is to receive. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities will be payable by the Company on any Interest Payment Date subsequent to the date of conversion. To convert a Security, a Holder must (1) 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, (2) surrender the Security to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the A Holder may convert a portion of a Security if the Principal Amount at Maturity of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment will be made for dividends on the Common Stock except as provided in the Indenture. 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 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 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 the Company is a party to a consolidation, merger or binding share exchange or a transfer of all or substantially all of its assets, or upon certain distributions described in the Indenture, 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 or another person.

Conversion. Subject to compliance with the provisions of the Indenture, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into shares of Common Stock at the Conversion Price in effect at the time of conversion under certain circumstances described in the Indenture; provided, however, that if the Security is called for redemption pursuant to Article III of the Indenture or upon a Change in Control, the conversion right will terminate at the close of business on the Business Day immediately preceding the redemption date 2 These paragraphs to be included only if the Security is a Transfer Restricted Security. 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 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 business on the date such default is cured and such Security is redeemed or purchased). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price is $14.75 19.67 per share, subject to adjustment under certain circumstances. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. 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 had delivered a Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if the Change in Control Purchase Notice is withdrawn in accordance with the terms of the Indenture.”

Conversion. Subject to compliance with the provisions of the Indenturethis paragraph 8, a Holder holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple into GGD Stock of $1,000 in excess thereof) into shares of Common Stock at the Conversion Price in effect at the time of conversion under certain circumstances described in the Indenture; provided, however, that if Company. If the Security is called for redemption pursuant to Article III of the Indenture or upon a Change in Controlredemption, the conversion right will terminate holder may convert such Security at any time before the close of business on the Business Day 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 defaults in making payment of the redemption payment or Change in Control Repurchase Price, as the case may be, when dueprice, in which case the conversion right shall will terminate at the close of business on the date such default is cured and cured). The holder may also convert such Security is redeemed or purchased). A Security in respect at any time before the close of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenturebusiness on its maturity date. The Conversion Price initial conversion price is $14.75 39.60 per share, subject to adjustment under in certain circumstancesevents. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder holder must (a1) complete and manually sign the appropriate instruction form for conversion notice set forth below and deliver such notice pursuant to a Conversion Agentthe Depository's book-entry conversion program, (b2) surrender deliver to the Conversion Agent by book-entry delivery the interest in the Security in global form to a Conversion Agentbe converted, (c3) furnish the appropriate endorsements and transfer documents if required by a the Registrar or a Conversion Agent, and (d4) pay any transfer tax or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case duty which may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding in respect of any transfer involving the conversion issue or delivery of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. If the Company defaults GGD Stock in the payment name of interest payable on such Interest Payment Date, a Person other than the Company shall promptly repay such funds to such HolderHolder thereof. A Holder holder may convert a portion of a Security equal to if the portion is $1,000 or any an integral multiple of $1,000. If GGD Stock is to be issued in the name of a Person other than the Holder thereof. A Security in respect of which a Holder had delivered a Change in Control Purchase Notice exercising , and the option restrictions on transfer of such Security set forth in the first paragraph of the face of the Security remain in effect, the Holder to require must provide certification through the Assignment Form attached hereto. If the restrictions on transfer of a Security set forth in the first paragraph of the face of the Security remain in effect, all shares of GGD Stock delivered upon conversion thereof shall bear a restrictive legend substantially in the form of such paragraph. The conversion price will be 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 all holders of GGD Stock of rights or warrants to purchase GGD Stock at less than the current market price at the time; distributions to such holders of GGD Stock of cash, debt securities (or other evidences of indebtedness) or other assets of the Company (excluding dividends or distributions for which adjustment is required to be made pursuant to another provision); certain dividends or other distributions consisting exclusively of cash to all holders of GGD Stock; or for payments to holders of GGD Stock pursuant to certain tender or exchange offers. No adjustment in the conversion price will be required unless such If the Company 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 converted only if the Change in Control Purchase Notice is withdrawn in accordance with the terms changed into a right to convert it into securities, cash or other assets of the IndentureCompany or another person.

Conversion. Subject to compliance with The Lenders set forth on Schedule I are the provisions lenders of record of the Indenture, a Holder portion of a Security may convert the principal amount Heartland Incremental Term B Loan set forth on Schedule I opposite such Lender’s name. Each such Lender represents and warrants that it holds such portion of such Security the Heartland Incremental Term B Loan and has not assigned or participated the Heartland Incremental Term B Loan to any other person or entity. The Company and each Lender set forth on Schedule I hereby agree that on the Second Amendment Effective Date (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into shares of Common Stock at the Conversion Price in effect at the time of conversion under certain circumstances described as defined in the Indenture; provided, however, that if the Security is called for redemption pursuant to Article III of the Indenture or upon a Change in Control, the conversion right will terminate at 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 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 business on the date such default is cured and such Security is redeemed or purchased). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price is $14.75 per share, subject to adjustment under certain circumstances. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing Amended Credit Agreement) the principal amount of the Security or portion thereof of the Heartland Incremental Term B Loan set forth on Schedule I opposite such Lender’s name and owing to such Lender under the Existing Credit Agreement shall be converted by (the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price “Conversion”) into a Term B Loan (as defined in the IndentureAmended Credit Agreement) of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an aggregate principal amount equal to the interest payable amount set forth on Schedule I opposite such Interest Payment Date Lender’s name, as contemplated by and to be evidenced and governed by the Amended Credit Agreement and the related Loan Documents, all on the principal amount of such Security then being convertedterms and conditions set forth in the Amended Credit Agreement. In order to effect the Conversion, (a) the Administrative Agent has notified the Company that upon the Second Amendment Effective Date it will xxxx the Register to reflect the Heartland Incremental Term B CHAR1\1483064v4 Loan as no longer outstanding on the Second Amendment Effective Date and such interest shall be payable (b) each Lender set forth on Schedule I will have been deemed to such registered Holder notwithstanding the conversion of such Security, subject become a party to the provisions of this Indenture relating to Amended Credit Agreement as a Term B Lender on the payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. A Security Second Amendment Effective Date in respect of the Term B Loan in the amount set forth opposite such Lender’s name on Schedule I. The Conversion will not affect the right of any Lender to receive any accrued and unpaid interest with respect to the Heartland Incremental Term B Loan that is owed to such Lender, all of which a Holder had delivered a Change in Control Purchase Notice exercising shall be paid by the option Company on the Second Amendment Effective Date (but it is understood and agreed that the Heartland Incremental Term B Loan shall not bear any interest from and after the Conversion). Furthermore, each Lender set forth on Schedule I agrees that, effective upon the Conversion and subject to receipt of such Holder to require the Company to purchase such Security may be converted only if the Change in Control Purchase Notice is withdrawn in accordance with the terms accrued and unpaid interest, it no longer holds any portion of the IndentureHeartland Incremental Term B Loan.

Conversion. Subject to compliance with the provisions A Holder may convert his or her Security into Common Stock of the IndentureCompany at any time prior to the close of business on the earlier of (i) August 16, a Holder of a Security may convert the principal amount of such Security 2023, (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereofii) into shares of Common Stock at the Conversion Price in effect at the time of conversion under certain circumstances described in the Indenture; provided, however, that if the Security is called for redemption pursuant to Article III of Redemption by the Indenture or upon a Change in ControlCompany, the conversion right will terminate at the close of business on the Business Day immediately preceding the redemption date or the Change in Control Repurchase Redemption Date, as (iii) if the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or purchase (unless is to be repurchased by the Company shall default in making pursuant to a Repurchase Event, the redemption payment or Change in Control Repurchase PriceDate (provided that the holder has timely withdrawn, as the case may be, when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of indenture, any Purchase Notice delivered with respect to the IndentureSecurity) or (iv) if the Security is to be purchased by the Company pursuant to a Repurchase at Holder’s Option, the applicable Option Purchase Date (provided that the holder has timely withdrawn, in accordance with the indenture, any Purchase Notice delivered with respect to the Security). The initial Conversion Rate is 49.6618 shares of Common Stock per $1,000 principal amount of Securities, or an effective initial Conversion Price is of approximately $14.75 20.14 per share, subject to adjustment under in the event of certain circumstances. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price (circumstances as defined specified in the Indenture) . The Company will deliver a check in lieu of any fractional share. On conversion no payment or adjustment for any unpaid and accrued interest, or liquidated damages with respect to, the Common Stock on Securities will be made. If a Holder surrenders a Security for conversion between the Trading Day immediately record date for the payment of interest and prior to the Conversion Datenext 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 on such record date is to receive, unless the Securities have been called for redemption as described in the Indenture. To convert a Security, a Holder must (a1) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion AgentNotice, with appropriate signature guarantee, on the back of the Security, (b2) surrender the Security to a Conversion Agent, (c3) furnish appropriate endorsements and transfer documents if required by a the Registrar or a Conversion 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 (d5) pay any transfer or similar tax, tax if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. A Holder may convert a portion of a Security equal to if the portion is $1,000 principal amount or an integral multiple of $1,000 principal amount. Any shares issued upon conversion of a Security shall bear the Private Placement Legend until after the second anniversary of the later of the Issue Date and the last date on which the Company or any integral multiple thereof. A Security in respect of which a Holder had delivered a Change in Control Purchase Notice exercising Affiliate was the option owner of such Holder to require shares or the Security (or any predecessor security) from which such shares 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 required under the Securities Act or applicable state securities laws, as set forth in an the Opinion of Counsel, unless otherwise agreed by the Company to purchase such Security may be converted only if and the Change in Control Purchase Notice is withdrawn in accordance with the terms of the IndentureHolder thereof).

Conversion. Subject The Lenders set forth on the Register (immediately prior to compliance with giving effect to this Amendment) are the provisions lenders of record of the Indentureportion of the Term B-2 Loan set forth on the Register opposite such Lender’s name (each such Lender, a Holder of a Security may convert the principal amount of “Converting Lender”). Each such Security (or any Converting Lender represents and warrants that it holds such portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into shares of Common Stock at the Conversion Price in effect at the time of conversion under certain circumstances described in the Indenture; provided, however, that if the Security is called for redemption pursuant to Article III of the Indenture Term B-2 Loan and has not assigned or upon a Change in Controlparticipated such portion of the Term B-2 Loan to any other Person. The Company, the conversion right will terminate at the close of business Administrative Agent and each Converting Lender hereby agree that 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 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 business on the date such default is cured and such Security is redeemed or purchased). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price is $14.75 per share, subject to adjustment under certain circumstances. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing First Refinancing Facility Amendment Effective Date the principal amount of the Security or portion thereof converted by of the Conversion Price in effect Term B-2 Loan set forth on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price Register (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to giving effect to this Amendment) opposite such Converting Lender’s name and owing to such Converting Lender under the Conversion Date. To convert Credit Agreement shall be converted (the “Conversion”) into a Security, a Holder must (a) complete and manually sign portion of the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (Term B-3 Loan in whole or in part) during the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an aggregate principal amount equal to the interest payable on such Interest Payment Date amount set forth on the principal amount of Register (immediately after giving effect to this Amendment) opposite such Security then being convertedConverting Lender’s name, as contemplated by and such interest shall to be payable evidenced and governed by the Credit Agreement and the related Loan Documents, all on the terms and conditions set forth in the Credit Agreement, in each case, as amended by this Amendment. In order to such registered Holder notwithstanding effect the conversion of such SecurityConversion, subject (a) the Administrative Agent has notified the Company that upon the First Refinancing Facility Amendment Effective Date it will xxxx the Register to reflect the Term B-2 Loan as no longer outstanding on the First Refinancing Facility Amendment Effective Date and (b) each Converting Lender will have been deemed to become a party to the provisions of this Indenture relating to Credit Agreement as a Term B-3 Lender on the payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. A Security 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 not affect the right of any Converting Lender to receive any accrued and unpaid interest with respect to the Term B-2 Loan that is owed to such Converting Lender, all of which a Holder had delivered a Change in Control Purchase Notice exercising shall be paid by the option 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 receipt of such Holder to require the Company to purchase such Security may be converted only if the Change in Control Purchase Notice is withdrawn in accordance with the terms accrued and unpaid interest, it no longer holds any portion of the IndentureTerm B-2 Loan.

Conversion. Subject to compliance with the provisions of the Indenture, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into shares of Common Stock Evergreen Consideration Units at the Conversion Price in effect at the time of conversion under certain circumstances described in the Indenture; provided, however, that if the Security is called for redemption or subject to repurchase upon a specific date pursuant to Article III V of the Indenture or upon a Change in Control, the conversion right will terminate at 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 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 business on the date such default is cured and such Security is redeemed or purchased). The Company will notify Holders of 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 a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price is $14.75 25.00 per shareEvergreen Consideration Unit, subject to adjustment under certain circumstances. The number of shares of Common Stock Evergreen Consideration Units issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price (as defined in the Indenture) of the Pioneer Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. 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 specific date pursuant to Article V of the Indenture or upon a Change in Control on a Redemption Date, Optional Repurchase Date or 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 ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. 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 may convert a portion of a Security equal to $1,000 or any integral multiple thereof. A Security 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 Security may be converted only if the Change in Control Purchase Notice is withdrawn in accordance with the terms of the Indenture.ANNEX C

Conversion. Subject The Holder of any Note has the right, exerciseable at any time after 90 days following the Issuance Date and prior to compliance with the provisions close of business (New York time) on the date of the IndentureNote's maturity, a Holder of a Security may to convert the principal amount of such Security thereof (or any portion thereof equal to $1,000 or any that is an integral multiple of $1,000 in excess thereof1,000) into shares of Common Stock at the initial Conversion Price in effect at the time of conversion $43.29 per share, subject to adjustment under certain circumstances described as set forth in the Indenture; provided, however, except that if the Security a Note is called for redemption pursuant to Article III of the Indenture or upon a Change in Controlredemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the redemption 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 Change in Control Repurchase DateRegistrar or Conversion Agent and (4) pay any transfer or similar tax, as the case may beif required. Upon conversion, no adjustment or payment will be made for such Security interest or such earlier date as the dividends, but if any Holder presents such Security surrenders a Note for redemption or purchase (unless the Company shall default in making the redemption payment or Change in Control Repurchase Price, as the case may be, when due, in which case the conversion right shall terminate at 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 default is cured and conversion, the interest payable on such Security is redeemed or purchased). A Security in respect of which a interest payment date will be paid to the registered Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder Note on such record date; provided, however, that such Note, when surrendered for conversion, must be accompanied by payment to require the Company of an amount equal to repurchase the interest payable on such Security may 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 converted only if such required in connection with any conversion of a Note that occurs on or after the date that the Company has issued a notice of exercise is withdrawn in accordance with the terms redemption pursuant to Section 3.03 of the Indenture. The Conversion Price is $14.75 per share, subject Indenture and prior to adjustment under certain circumstancesthe date of redemption. The number of shares of Common Stock issuable upon conversion of a Security Note is determined by dividing the principal amount of the Security or portion thereof Note converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount conversion but a cash adjustment will be paid in cash based upon the closing price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay made for any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holderfractional interest. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. A Security Note in respect of which a Holder had has delivered a Change in Control Purchase Notice an "Option of Holder to Elect Purchase" form appearing below exercising the option of such Holder to require the Company to purchase such Security Note may be converted only if the Change in Control Purchase Notice notice of exercise is withdrawn as provided above and in accordance with the terms of the Indenture. The above description of conversion of the Notes is qualified by reference to, and is subject in its entirety by, the more complete description thereof contained in the Indenture.

Conversion. Subject to compliance with the provisions of the Indenture, a A Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into shares of Common Stock at the Conversion Price in effect at the time of conversion under certain circumstances described in the Indenture; provided, however, that if the Security is called for redemption pursuant to Article III common stock of the Indenture or upon a Change in Control, the conversion right will terminate Company at 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 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 business on the date such default is cured and such Security is redeemed or purchased). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder any time prior to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenturematurity. The Conversion Price initial conversion price is $14.75 17.25 per share, subject to adjustment under in certain circumstancesevents. The To determine the number of shares of Common Stock issuable upon conversion of a Security is determined by dividing Security, divide the principal amount of the Security or portion thereof to be converted by the Conversion Price conversion price in effect on the Conversion Dateconversion date. No The Company will deliver a check for any fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Conversion Dateshare. To convert a Security, a Holder must (a1) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agenton the back of the Security, (b2) surrender the Security to a the Conversion Agent, (c3) furnish appropriate endorsements and transfer documents if required by a the Registrar or a Conversion Agent, Agent and (d4) pay any transfer or similar tax, tax if required. Securities so 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 Security is surrendered for conversion (after the record date for a payment of interest and on or before the interest payment date, then, notwithstanding such conversion, the interest falling due to such interest payment date will be paid to the Person in whole or in part) whose name the 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 Record Date regular record payment date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also corresponding interest payment date must be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the 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 payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holderdate. A Holder may convert a portion of a Security equal to if the portion is $1,000 principal amount or any an integral multiple thereof. A Security in respect of which a Holder had delivered a Change in Control Purchase Notice exercising the option of such Holder to require If the Company is a party to purchase such 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 converted only if the Change in Control Purchase Notice is withdrawn in accordance with the terms changed into a right to convert it into securities, cash or other assets of the IndentureCompany or another 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) MIGHT 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. Subject to compliance with the provisions of Article 4 of the Indenture, a Holder of a Security Note may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) Note into shares of Common Stock at of the Conversion Price Company if any of the conditions specified in effect at paragraphs (a) through (e) of Section 4.1 of the time of conversion under certain circumstances described in the IndentureIndenture is satisfied; provided, however, that if the Security such Note is called for redemption pursuant to Article III of the Indenture or upon a Change in Controlredemption, the conversion right will terminate at the close of business on the third Business Day immediately preceding the redemption date or the Change in Control Repurchase Date, as the case may be, for Redemption Date of such Security or such earlier date as the Holder presents such Security for redemption or purchase Note (unless the Company shall default in making the redemption payment 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 business on the date such default Default is cured and such Security Note is redeemed or purchasedredeemed). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price initial conversion price is $14.75 15.43 per share, subject to adjustment under certain circumstancescircumstances as described in the Indenture (the "Conversion Price"). The number of shares of Common Stock issuable upon conversion of a Security Note is determined by dividing the principal amount of the Security or portion thereof Notes converted by the Conversion Price in effect on the Conversion Date. 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; in lieu thereof, an amount will be paid in cash based upon the closing price (as defined in the Indenture) Closing Price of the Common Stock on the last Trading Day immediately prior to the Conversion Datedate of conversion. To convert a SecurityNote, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a the Conversion Agent, (b) surrender the Security Note to a the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a the Registrar or a the Conversion Agent, and (d) 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. Securities so surrendered If a Holder surrenders a Note for conversion (in whole or in part) during between the period from record date for the close payment of business on any Record Date to an installment of interest and the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Dayrelated interest payment date, the second such Business Day) shall also Note must be accompanied by payment in funds acceptable to the Company of an amount equal to the interest (including Contingent Interest and Liquidated Damages, if any) payable on such Interest Payment Date interest payment date on the principal amount of the Note or portion thereof then converted; provided, however, that no such Security then being converted, payment shall be required if such Note has been called for redemption on a Redemption Date within the period between and including such record date and such interest shall be payable to payment date, or if such registered Holder notwithstanding Note is surrendered for conversion on the conversion of such Security, subject to the provisions of this Indenture relating to the interest payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holderdate. A Holder may convert a portion of a Security Note equal to $1,000 or any integral multiple thereof. A Security Note in respect of which a Holder had has delivered a Repurchase Notice or a Change in of Control Purchase Repurchase Notice exercising the option of such Holder to require the Company to purchase repurchase such Security Note as provided in Section 3.9 or Section 3.10, respectively, of the Indenture may be converted only if the Change in Control Purchase Notice such notice of exercise is withdrawn in accordance with the terms of the Indenture.

Conversion. Subject to compliance with the provisions of the Indenturenext two succeeding sentences, a Holder of a Security Series A Convertible Debenture may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) it into shares of Common Stock of the Company at any time before the Conversion Price in effect at the time close of conversion under certain circumstances described in the Indenturebusiness on August 15, 2005; provided, however, that if the Security a Series A Convertible Debenture is called for redemption pursuant to Article III of the Indenture or upon a Change in Controlredemption, the conversion right will terminate Holder may convert it at any time before the close of business on the Business Day immediately preceding the redemption date or the Change in Control Repurchase Redemption 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 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 business on the date such default is cured and such Security is redeemed or purchased). A Security Series A Convertible Debenture in respect of which a Holder has delivered a Change in Control Repurchase Notice is exercising the such Holder's option of such Holder to require the Company to repurchase purchase such Security Series A Convertible Debenture upon a Repurchase Event may be converted only if such the notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price initial conversion price is $14.75 54.00 per shareshare of Common Stock, subject to adjustment under in certain circumstances. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price (as defined events described in the Indenture) . The Company will deliver cash or a check in lieu of the any fractional share of Common Stock on the Trading Day immediately prior to the Conversion DateStock. To convert a Security, Series A Convertible Debenture a Holder must (ai) complete and manually sign the conversion notice set forth below on the back of the Series A Convertible Debenture or complete and deliver manually sign a facsimile of such notice to a the Conversion AgentAgent (or the office or agency referred to in Section 5.2 of the First Supplemental Indenture) or, if applicable, complete and deliver to The Depository Trust Company ("DTC" or the "Depositary," which term includes any successor thereto) the appropriate instruction form for conversion pursuant to the Depository's book-entry conversion program, (bii) surrender the Security Series A Convertible Debenture to a Conversion AgentAgent by physical or book-entry delivery (which is not necessary in the case of conversion pursuant to the Depositary's book-entry conversion program), (ciii) furnish appropriate endorsements and transfer documents if required by a Registrar or a the Conversion Agent, the Company or the Trustee and (div) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close Book-entry delivery of business on any Record Date a Series A Convertible Debenture to the opening of business on Conversion Agent may be made by any financial institution that is a participant in the next succeeding Interest Payment Date (excluding Securities or portions thereof called Depositary; conversion through the Depositary's book-entry conversion program is available for redemption or upon a Change any Series A Convertible Debenture that is held in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning an account maintained at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if Depositary by any such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holderparticipant. A Holder may convert a portion of a Security equal to Series A Convertible Debenture if the portion is $1,000 or any an integral multiple thereofof $1,000. A Security No payment or adjustment will be made for dividends on the Common Stock, except as provided in the Indenture. The conversion price will be subject to adjustment upon the occurrence of any of the following events: (i) the subdivision, combination or reclassification of outstanding shares of Common Stock; (ii) the payment in shares of Common Stock of a dividend or distribution on any class of capital stock of the Company; (iii) the issuance of rights or warrants to all holders of Common Stock entitling them to acquire shares of Common Stock at a price per share less than the Current Market Price; (iv) the distribution to all holders of Common Stock of shares of capital stock other than Common Stock, evidences of indebtedness, cash and dividends, distributions, rights and warrants referred to above); (v) a distribution consisting exclusively of cash (excluding any cash distributions referred to in (iv) above) to all holders of Common Stock in an aggregate amount that, together with (A) all other cash distributions (excluding any cash distributions referred to in (iv) above) made within the 12 months preceding such distribution and (B) any cash and the fair market value of other consideration payable in respect of any tender offer by the Company or a subsidiary of the Company for the Common Stock consummated within the 12 months preceding such distribution, exceeds 15% of the Company's market capitalization (determined as provided in the Indenture) on the date fixed for determining the stockholders entitled to such distribution; and (vi) the consummation of a tender offer made by the Company or any subsidiary of the Company for the Common Stock which involves an aggregate consideration that, together with (X) any cash and other consideration payable in respect of any respect of any tender offer by the Company or a subsidiary of the Company for the Common Stock consummated with the 12 months preceding the consummation of such tender offer and (Y) the aggregate amount of all cash distributions (excluding any cash distributions referred to in (iv) above) to all holders of the Common Stock within the 12 months preceding the consummation of such tender offer, exceeds 15% of the Company's market capital capitalization at the date of consummation of such tender offer. No adjustment of the conversion price will be required to be made until cumulative adjustments amount to at least one percent of the conversion price, as last adjusted. Any adjustment that would otherwise be required to be made shall be carried forward and taken into account in any subsequent adjustment. If the Company is a party to a consolidation or merger of the type specified in the Indenture, or certain transfers of all or substantially all of its assets to another Person, or in certain other circumstances described in the Indenture the right to convert a Series A Convertible Debenture into Common Stock may be changed into a right to convert it into the kind and amount of securities, cash or other assets that the Holder would have received if the Holder had delivered a Change in Control Purchase Notice exercising the option of converted such Holder Holder's Series A Convertible Debentures immediately prior to require the Company to purchase such Security may be converted only if the Change in Control Purchase Notice is withdrawn in accordance with the terms of the Indenturetransaction.

Conversion. Subject The holder of any Security has the right, exercisable at any time after one year following the Issuance Date and prior to compliance with the provisions of the Indenture, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into shares of Common Stock at the Conversion Price in effect at the time of conversion under certain circumstances described in the Indenture; provided, however, that if the Security is called for redemption pursuant to Article III of the Indenture or upon a Change in Control, the conversion right will terminate at the close of business on the Business Day immediately preceding the redemption final maturity date of the Security, to convert the principal amount thereof (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 or Change in Control Repurchase Price, as the case may be, when due, in which case the conversion right shall terminate any portion thereof that is an integral multiple of $1.00) into Ordinary Shares at the close of business on the date such default is cured and such Security is redeemed or purchased). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Price is of $14.75 0.87 per share, subject to adjustment under certain circumstancescircumstances as provided in the Indenture. 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 and (4) pay any transfer or similar tax, if required by the Conversion Agent. Upon conversion, no payment or adjustment will be made for accrued and unpaid interest on a converted Security or for dividends or distributions on Ordinary Shares issued upon conversion of a Security, except that, if any Noteholder surrenders a Security for conversion after the close of business on any record date on or after January 1, 2005 for the payment of an installment of interest and prior to the opening of business on the next succeeding interest payment date, then, notwithstanding such conversion, accrued and unpaid interest payable on such Security on such interest payment date shall be paid on such interest payment date to the person who was the holder of such Security at the close of business on such record date. In the case of any Security surrendered for conversion after the close of business on a record date on or after January 1, 2005 for the payment of an installment of interest and prior to the opening of business on the next succeeding interest payment date, then, unless such Security is to be repurchased on a Change of Control Payment Date after such record date and prior to such interest payment date, such Security, when surrendered for conversion, must be accompanied by payment in an amount equal to the interest payable on such interest payment date on the principal amount of such Security so converted. Holders of Ordinary Shares issued upon conversion will not be entitled to receive any dividends payable to holders of Ordinary Shares as of any record time before the close of business on the Conversion Date. The number of shares of Common Stock Ordinary Shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; conversion but the Company will issue an additional Ordinary Share in lieu thereof, an amount will be paid in cash based upon of issuing the closing price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereoffractional share. A Security in respect of which a Holder had holder has delivered a Change in Control Purchase Notice an "Option of Noteholder to Elect Purchase" form appearing below exercising the option of such Holder holder to require the Company to purchase such Security may be converted only if the Change in Control Purchase Notice notice of exercise is withdrawn as provided above and in accordance with the terms of the Indenture. The above description of conversion of the Securities is qualified by reference to, and is subject in its entirety to, the more complete description thereof contained in the Indenture.

Conversion. Subject to compliance with At any time after 90 days following the provisions latest date of original issuance of the IndentureNotes and prior to the close of business on the business day immediately preceding March 15, 2009, a Holder of a Security Note may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) Note into shares of Common Stock at of the Conversion Price in effect at the time of conversion under certain circumstances described in the IndentureCompany; provided, however, that if the Security Note is called for redemption pursuant to Article III of the Indenture or upon a Change in Controlredemption, the conversion right will terminate at the close of business on the Business Day immediately preceding before the redemption date or the Change in Control Repurchase Date, as the case may be, for of such Security or such earlier date as the Holder presents such Security for redemption or purchase Note (unless the Company shall default in making the redemption payment 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 business on the date such default is cured and such Security Note is redeemed or purchasedredeemed). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price initial conversion price is $14.75 30.27 per share, subject to adjustment under certain circumstancescircumstances as described in the Indenture (the "Conversion Price"). The number of shares of Common Stock issuable upon conversion of a Security Note is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price in effect on the Conversion Dateconversion date. Upon conversion, no adjustment for interest or dividends will be made. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing current market price (as defined in the Indenture) of the Common Stock on the Trading Day immediately last trading day prior to the Conversion Datedate of conversion. To convert a SecurityNote, a Holder must (a) complete and manually sign the conversion notice set forth below as Exhibit G to the Indenture and deliver such notice to a the Conversion Agent, (b) surrender the Security Note to a the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a the Registrar or a the Conversion Agent, and (d) 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. Securities so surrendered If a Holder surrenders a Note for conversion (in whole or in part) during between the period from record date for the close payment of business on any Record Date to the opening an installment of business on interest and the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Dayinterest payment date, the second such Business Day) shall also Note must be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of the Note or portion thereof then converted; provided, however, that no such Security then being converted, payment shall be required if such Note has been called for redemption on a redemption date within the period between and including such record date and such interest shall be payable to payment date, or if such registered Holder notwithstanding Note is surrendered for conversion on the conversion of such Security, subject to the provisions of this Indenture relating to the interest payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holderdate. A Holder may convert a portion of a Security Note equal to $1,000 or any integral multiple thereof. A Security Note in respect of which a Holder had delivered a Change in Control Purchase Notice notice exercising the option of such Holder to require the Company to purchase repurchase such Security Note may be converted only if the Change in Control Purchase Notice notice of exercise is withdrawn as provided above and in accordance with the terms of the Indenture.

Conversion. Subject to compliance with the provisions of the Indenture, a A Holder of a Security Note may convert the principal amount of such Security Note (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into shares of Common Stock at any time prior to the Conversion Price in effect at the time close of conversion under certain circumstances described in the Indenturebusiness on February 15, 2010; provided, however, that if the Security is called for redemption pursuant to Article III of the Indenture or upon a Change in Control, the conversion right will terminate at the close of business on the Business Day immediately preceding the redemption date or the 2 These paragraphs to be included only if the Security is a Transfer Restricted Security. Change in Control Repurchase DatePurchase Notice has been delivered, for so long as the case may beit has not been validly withdrawn, for such Security Note or such earlier date as the Holder presents such Security Note for redemption or purchase (unless the Company shall default in making the redemption payment or Change in Control Repurchase Price, as the case may be, Purchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security Note is redeemed or purchased). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Price is $14.75 14.28 per share, subject to adjustment under certain circumstancescircumstances as provided in the Indenture. The number of shares of Common Stock issuable upon conversion of a Security Note is determined by dividing the principal amount of the Security Note or portion thereof converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price Closing Price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a SecurityNote, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security Note to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. A Holder may convert a portion of a Security Note equal to $1,000 or any integral multiple thereof. A Security 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 Security Note may be converted only if the Change in Control Purchase Notice is withdrawn in accordance with the terms of the Indenture. Upon conversion, the Company may choose to deliver, in lieu of Common Stock, cash or a combination of cash and Common Stock in accordance with the terms of the Indenture.”

Conversion. Subject The holder of any Security has the right, exercisable at any time after 90 days following the Issuance Date and prior to compliance with the provisions close of business on the Business Day immediately preceding the final maturity date of the IndentureSecurity, a Holder of a Security may to convert the principal amount of such Security thereof (or any portion thereof equal to $1,000 or any that is an integral multiple of $1,000 in excess thereof1,000) into shares of Common Stock at the initial Conversion Price in effect at the time of conversion $165.00 per share, subject to adjustment under certain circumstances described as provided in the Indenture; provided, however, except that if the a Security is called for redemption pursuant to Article III of the Indenture or upon a Change in Controlredemption, the conversion right will terminate at 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 fixed for redemption or purchase (unless the Company shall default in making the redemption payment or Change in Control Repurchase Pricepayment, as the case may beincluding 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 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 is redeemed 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 purchased). A Security to be repurchased on a Designated Event Payment Date during such period) must be accompanied by payment in respect an amount equal to the interest and Liquidated Damages, if any, payable on such interest payment date on the principal amount of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price is $14.75 per share, subject to adjustment under certain circumstancesSecurities so converted. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount conversion but a cash adjustment will be paid in cash based upon the closing price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay made for any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereoffractional interest. A Security in respect of which a Holder had holder has delivered a Change in Control Purchase Notice an "Option of Noteholder to Elect Purchase" form appearing below exercising the option of such Holder holder to require the Company to purchase such Security may be converted only if the Change in Control Purchase Notice notice of exercise is withdrawn as provided above and in accordance with the terms of the Indenture. The above description of conversion of the Securities is qualified by reference to, and is subject in its entirety to, the more complete description thereof contained in the Indenture.

Conversion. Subject to compliance with earlier Redemption, Repurchase at the provisions of Holder's Option or Repurchase Upon Fundamental Change, the IndentureSecurities may be surrendered for conversion into, at the Company's election, cash, ADSs or a Holder combination thereof at any time prior to (and including) the third (3rd) Business Day preceding the Maturity Date. A Security, or portion of a Security Security, which has been called for Redemption pursuant to PARAGRAPH 6 may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any be surrendered in integral multiple multiples of $1,000 in excess thereof) into shares of Common Stock principal amount for conversion into, at the Conversion Price in effect at the time of conversion under certain circumstances described in the IndentureCompany's election, cash, ADSs or a combination thereof; provided, however, that if the such Security is called or portion thereof may be surrendered for redemption conversion pursuant to Article III of the Indenture or upon a Change in Control, the conversion right will terminate at this paragraph only until the close of business on the third (3rd) 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 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 business on the date such default is cured and such Security is redeemed or purchased). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price is $14.75 per share, subject to adjustment under certain circumstances. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Conversion Redemption Date. To convert a Security, a Holder must (a1) complete and manually sign a notice in substantially the conversion notice form set forth below in EXHIBIT A to the Indenture which Holders must complete, execute and deliver such notice to a the Conversion Agent, with a copy to the Company and JPMorgan Chase Bank, N.A., as the depositary under the Deposit Agreement, dated as of May 31, 2007, among the Company, JPMorgan Chase Bank, N.A., and the holders and beneficial owners from time to time of the ADSs issued thereunder, as supplemented by the letter agreement dated as of April 15, 2008 between the Company and JPMorgan Chase Bank, N.A., in connection with any conversion of Securities (bthe "CONVERSION NOTICE"), with appropriate signature guarantee, on the back of the Security, or a facsimile of the Conversion Notice, (2) deliver the Conversion Notice, which is irrevocable, and surrender the Security to a Conversion AgentAgent during normal business hours, (c3) furnish appropriate endorsements and transfer documents if required by a the Registrar or a Conversion Agent, (4) if required, furnish written acknowledgements, certifications and agreements in connection with the issuance of ADSs by the ADS Depositary upon deposit of the Ordinary Shares, (5) pay funds equal to interest payable on the next interest payment date if required in accordance with the Indenture and (d6) pay any transfer tax or similar tax, duty if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Record Date required pursuant to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such HolderIndenture. A Holder may convert a portion of a Security if the portion is $1,000 principal amount or integral multiples of $1,000 principal amount. Upon conversion of a Security, the Holder thereof shall be entitled to receive, at the Company's election, the cash, ADSs or a combination thereof payable upon conversion in accordance with ARTICLE X of the Indenture. The initial Conversion Rate is 25.4534 ADSs per $1,000 principal amount of Securities (which is equivalent to an effective initial Conversion Price of approximately $39.29 per ADS) subject to adjustment in the event of certain circumstances as specified in the Indenture. The Company will deliver cash in lieu of 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 $1,000 or any integral multiple thereof. A Security in respect the interest thereon which the registered Holder at the close of which a Holder had delivered a Change in Control Purchase Notice exercising the option of business on such Holder record date is to require the Company to purchase receive (other than overdue interest, if any, that has accrued on such Security), unless such Security may be converted only if has been called for Redemption as described in the Change in Control Purchase Notice Indenture. The Conversion Rate applicable to each Security that is withdrawn surrendered for conversion, in accordance with the terms Securities and ARTICLE X of the Indenture, at any time during the Make-Whole Conversion Period with respect to a Make-Whole Fundamental Change shall be increased to an amount equal to the Conversion Rate that would, but for SECTION 10.14 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 such Make-Whole Fundamental Change is announced by the Company but shall not be consummated.

Conversion. Subject to compliance with the provisions of the Indenturenext two succeeding sentences, a Holder of a Security Debenture may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) it into shares of Common Stock of the Company at any time before the Conversion Price in effect at the time close of conversion under certain circumstances described in the Indenturebusiness on January 16, 2021; provided, however, that if the Security a Debenture is called for redemption pursuant to Article III of the Indenture or upon a Change in Controlredemption, the conversion right will terminate Holder may convert it at any time before the close of business on the Business Day immediately preceding Redemption Date. The number of shares of Common Stock to be delivered upon conversion of a Debenture into Common Stock per $1,000 of Principal Amount at Maturity shall be equal to 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 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 business on the date such default is cured and such Security is redeemed or purchased)Conversion Rate. A Security Debenture in respect of which a Holder has delivered a Change in Control Repurchase Purchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price is $14.75 per share, subject to adjustment under certain circumstances. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. 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 had delivered a Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security Debenture may be converted only if the Change in Control Purchase Notice notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Rate is 21.729 shares of Common Stock per $1,000 Principal Amount at Maturity, 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 1601 of the Indenture to have interest in lieu of Original Issue Discount accrue on the Debenture 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, Debentures 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 Debentures to be redeemed on a date within such period) must be accompanied by payment of an amount equal to the interest thereon that the registered Holder is to receive. Except where Debentures surrendered for conversion must be accompanied by payment as described above, no interest on converted Debentures will be payable by the Company on any Interest Payment Date subsequent to the date of conversion. To convert a Debenture a Holder must (i) complete and manually sign the conversion notice on the back of the Debenture (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent (or the office or agency referred to in Section 1002 of the Indenture) or, if applicable, complete and deliver to The Depository Trust Company ("DTC" or the "Depositary," which term includes any successor thereto) the appropriate instruction form for conversion pursuant to the Depositary's book-entry conversion program, (ii) surrender the Debenture to a Conversion Agent by physical or book-entry delivery (which is not necessary in the case of conversion pursuant to the Depositary's book-entry conversion program), (iii) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee and (iv) pay any transfer or similar tax, if required. Book-entry delivery of a Debenture to the Conversion Agent may be made by any financial institution that is a participant in the Depositary; conversion through the Depositary's book-entry conversion program is available for any security that is held in an account maintained at the Depositary by any such participant. A Holder may convert a portion of a Debenture if the Principal Amount at Maturity of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment will be made for dividends on the Common Stock, except as provided in the Indenture. On conversion of a Debenture, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in paragraph 9 hereof) attributable to the period from the Issue Date (or, if the Company has exercised the option referred to in paragraph 9 hereof, the later of (x) the date of such exercise and (y) the date on which interest was last paid) to the Conversion Date with respect to the converted Debenture shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) in exchange for the Debenture being converted pursuant to the terms hereof, and the fair market value of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Debenture being converted pursuant to the provisions hereof. The Conversion Rate will be adjusted for (i) dividends or distributions on Common Stock payable in Common Stock or other Capital Stock of the Company, (ii) subdivisions, combinations or certain reclassifications of Common Stock, (iii) distributions to all holders of Common Stock of certain rights, warrants or options to purchase Common Stock or securities convertible into Common Stock for a period expiring within 60 days after the applicable record date for such distribution at a price per share less than the Sale Price at the Time of Determination and (iv) distributions to such holders of assets or debt securities of the Company or certain rights, warrants or options to purchase securities of the Company (excluding certain cash dividends or other cash 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 the Company is a party to a consolidation, merger or binding share exchange of the type specified in the Indenture, or certain transfers of all or substantially all of its assets to another Person, or in certain other circumstances described in the Indenture, the right to convert a Debenture into Common Stock may be changed into a right to convert it into the kind and amount of securities, cash or other assets that the Holder would have received if the Holder had converted such Holder's Debentures immediately prior to such transaction.

Conversion. Subject The Holder of any Debenture has the right, exercisable at any time prior to compliance with the provisions close of business (New York City time) on the Business Day immediately preceding the date of repayment of such Debenture whether at maturity or upon redemption (either at the option of the IndentureCompany or pursuant to a Tax Event), a Holder of a Security may to convert the principal amount of such Security thereof (or any portion thereof equal to $1,000 or any that is an integral multiple of $1,000 in excess thereof50) into shares of Common Stock at the Conversion Price in effect at initial conversion price of 1.0663 shares of Common Stock for each Debenture (equivalent to a conversion price of $46.89 per share of Common Stock of the time of conversion Company), subject to adjustment under certain circumstances described in the Indenture; providedcircumstances, however, except that if the Security a Debenture is called for redemption pursuant to Article III of the Indenture or upon a Change in Controlredemption, the conversion right will terminate at 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 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 business on the date such default is cured and such Security is redeemed or purchased). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price is $14.75 per share, subject to adjustment under certain circumstances. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Conversion Redemption Date. To convert a SecurityDebenture, a Holder must (a1) complete and manually sign the a conversion notice set forth below and deliver such notice substantially in the form attached hereto, (2) surrender the Debenture to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c3) furnish appropriate endorsements and or transfer documents if required by a the Registrar or a Conversion Agent, Agent and (d4) pay any transfer or similar tax, if required. Securities so surrendered Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Debenture for conversion (in whole or in part) during the period from after the close of business on any the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if then, notwithstanding such conversion, the interest payable on such Interest Payment Date is will be paid to the registered Holder of such Debenture on such Regular Record Date. In such event, such Debenture, when surrendered for conversion, need not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Debenture is determined by dividing the principal amount of such Security then being converted, and such interest the 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 Debenture 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 reduced by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. A Security in respect the principal amount thereof converted into shares 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 Security may be converted only if the Change in Control Purchase Notice is withdrawn in accordance with the terms of the IndentureCommon Stock.

Conversion. Subject to compliance with the provisions of the Indenture, a A Holder of a Security Debenture may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) Debenture into shares of Common Stock of the Company at the Conversion Price in effect at the any time of conversion under certain circumstances described in the Indentureprior to maturity; provided, however, that if the Security Debenture is called for redemption pursuant to Article III of the Indenture or upon a Change in Controlredemption, the conversion right will terminate at 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 Debenture (unless the Company shall default in making the redemption payment 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 business on the date such default is cured and such Security Debenture is redeemed or purchasedredeemed); 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). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise The initial conversion price is withdrawn in accordance with the terms of the Indenture. The Conversion Price is $14.75 ________* per share, subject to adjustment under certain circumstances. The number of shares of Common Stock issuable upon conversion of a Security Debenture is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price 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; in lieu thereof, an amount will be paid in cash based upon the closing sale price (as defined in the Indenture) of the Common Stock on the last Trading Day immediately prior to the Conversion Date. To convert a SecurityDebenture, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a the Conversion Agent, (b) surrender the Security Debenture to a the Conversion Agent, (c) furnish appropriate endorsements and or transfer documents if required by a the Registrar or a the Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered If a Holder surrenders a Debenture for conversion (in whole or in part) during the period from after the close of business on any Record Date to the opening record date for the payment of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at an installment of interest and before the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Daterelated interest payment date then, or if notwithstanding such Interest Payment Date is not a Business Dayconversion, the second interest payable on such Business Day) interest payment date shall also be paid to the Holder of such Debenture on such record date. In such event, the Debenture must be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of such Security the Debenture or portion thereof 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 payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. A Holder may convert a portion of a Security Debenture equal to $1,000 or any integral multiple thereof. A Security 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 Security may be converted only if the Change in Control Purchase Notice is withdrawn in accordance with the terms of the Indenture.

Conversion. Subject to compliance with the provisions of the Indenture, a A Holder of a Security Note may convert the principal amount of such Security Note (or any portion thereof equal to $$ 1,000 or any integral multiple of $1,000 in excess thereof) into shares of Common Stock at any time prior to the close of business on the last Business Day prior to the Final Maturity Date, at the Applicable Conversion Rate in effect on the Conversion Price in effect at the time of conversion under certain circumstances described in the IndentureDate; providedPROVIDED, howeverHOWEVER, that that, if the Security such Note is called for redemption or submitted or presented for purchase pursuant to Article III 3 of the Indenture or upon a Change in ControlIndenture, the such conversion right will shall terminate at the close of business on the Business Day immediately preceding the redemption date Redemption Date or the Fundamental Change in Control Repurchase Date, as the case may be, for such Security Note or such earlier date as the Holder presents such Security Note for redemption or for purchase (unless the Company shall default in making the redemption payment or Fundamental Change in Control Repurchase PricePrice payment when due, as the case may be, when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security Note is redeemed or purchased, as the case may be). A Security in respect The Initial Conversion Rate means _______ shares of which a Holder has delivered a Change in Control Repurchase Notice exercising the option Common Stock per $1,000 principal amount of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price is $14.75 per shareNotes, subject to adjustment under certain circumstancescircumstances as provided in the Indenture. The number Upon surrender of Notes for conversion, the Company will have the right to deliver, in lieu of shares of Common Stock, cash or a combination of cash and shares of Common Stock issuable upon conversion of a Security is determined by dividing in the principal amount amounts provided in Section 4.2 of the Security or portion thereof converted by the Conversion Price in effect on the Conversion DateIndenture. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price (as defined in the Indenture) Closing Sale Price of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a SecurityNote, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security Note to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities Notes so surrendered for conversion (in whole or in part) during the period from the close of business on any Record Date regular record date to the opening of business on the next succeeding Interest Payment Date interest payment date (excluding Securities Notes or portions thereof called for redemption or subject to purchase upon a Fundamental Change in Control on a Redemption Date or Fundamental Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date regular record date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Dateinterest payment date, or if such Interest Payment Date interest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of such Security Note then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such SecurityNote, subject to the provisions of this the Indenture relating to the payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Dateinterest payment date, the Company shall promptly repay such funds to such Holder. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. A Security Note in respect of which a Holder had delivered a Fundamental Change in Control Purchase Notice repurchase notice exercising the option of such Holder to require the Company to purchase such Security Note may be converted only if the Fundamental Change in Control Purchase Notice repurchase notice is withdrawn in accordance with the terms of the Indenture.

Conversion. Subject to compliance with the provisions of the Indenture, a A Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) it into shares of JCC Holding Class A Common Stock at the Conversion Price in effect at the any time of conversion under certain circumstances described in the Indenture; providedafter October 1, however2002. In addition, that if the Security is called for redemption pursuant at any time (whether prior to Article III of the Indenture or upon a Change in Controlfollowing October 1, 2002), the conversion right will terminate Holder of such Security may convert it at any time before the close of business on the Business Day immediately preceding the redemption date or the Change in Control Repurchase DateRedemption Date (but not later, 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 payment due upon redemption payment or Change in Control Repurchase Pricethereof); provided, as the case however, that such Holder may be, when due, in which case the conversion right shall terminate at the close of business on the date not convert such default is cured and Security if such Security is redeemed or purchased)called for redemption pursuant to a Required Regulatory Redemption. A Security The initial conversion price of $25.00 per share is subject to adjustment as provided in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms Article 13 of the Indenture. The Conversion Price is $14.75 per share, subject to adjustment under certain circumstances. The To determine the number of shares of Common Stock issuable upon conversion of a Security is determined by dividing Security, divide the principal amount of the Security or portion thereof to be converted by the Conversion Price conversion price in effect on the Conversion Dateconversion date. No fractional shares On conversion, no payment or adjustment for interest will be issued upon conversion; in lieu thereofmade. However, an amount interest will be paid in cash based upon on any interest payment date with respect to Securities surrendered for conversion after a record date for the closing price (as defined in payment of interest to the Indenture) registered holder on such record date. In lieu of issuing fractional shares of JCC Holding Class A Common Stock, JCC Holding will deliver a check for the current market value of the Common Stock on the Trading Day immediately prior to the Conversion Datefractional share. To convert a Security, a Holder must (a1) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agenton the back of the Security, (b2) surrender the Security to a Conversion Agent, (c3) furnish appropriate endorsements and transfer documents if required by a the Registrar or a Conversion Agent, and (d4) pay any transfer or similar tax, tax if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. A Holder may convert a portion of a Security equal to if the portion is $1,000 or any an integral multiple thereofof $1,000. A Security The conversion price is subject to adjustment as set forth in respect the Indenture in certain events, including: the issuance of which stock of JCC Holding as a Holder had delivered dividend or distribution on the JCC Holding Common Stock; subdivisions and combinations of the JCC Holding Common Stock; certain reclassifications, consolidations, mergers and sales of property of JCC Holding; the issuance to all holders of JCC Holding Common Stock of certain rights or warrants entitling them to subscribe for JCC Holding Common Stock at less than the current market price; the distribution to all holders of JCC Holding Common Stock of debt securities or assets of JCC Holding or rights or warrants to purchase assets, debt securities or other securities of JCC Holding (excluding cash dividends or distributions from retained earnings); the issuance of shares of JCC Holding Common Stock, in certain circumstances, for less consideration than the current market price; and the issuance, in certain circumstances, of securities convertible into or exchangeable for shares of JCC Holding Common Stock (other than pursuant to transactions described above) for a Change in Control Purchase Notice exercising consideration per share of JCC Holding Common Stock deliverable on such conversion or exchange that is less than the option current market price of the JCC Holding Common Stock on the date of issuance of such Holder security. No adjustment in the conversion price will be required unless such adjustment would require an increase or decrease of at least 1% in the conversion price then in effect; but any adjustment that would otherwise be required to require the Company be made shall be carried forward and taken into account in any subsequent adjustment. No adjustment need be made for rights to purchase such JCC Holding Common Stock pursuant to a JCC Holding dividend or interest reinvestment plan. JCC Holding from time to time may voluntarily reduce the conversion price for a period of time, provided that the conversion price is not less than the par value of a share of JCC Holding Class A Common Stock. If JCC Holding 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 JCC Holding Class A Common Stock may be converted only if the Change in Control Purchase Notice is withdrawn in accordance with the terms changed into a right to convert it into cash or securities or other assets of the IndentureJCC Holding or another Person.

Conversion. Subject to compliance with Upon satisfaction of the provisions conditions set forth in Section 10.01(a) of the Indenture, a Holder of a Security may convert any portion of the principal amount of such any Security (or any portion thereof equal to $1,000 or any that is an integral multiple of $1,000 in excess thereofinto cash and fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/10000th of a share) into shares of Common Stock at in accordance with the Conversion Price in effect at the time provisions of conversion under certain circumstances described in Section 10.14 of the Indenture; provided, however, provided that if the such Security is called for redemption pursuant to Article III of the Indenture or upon a Change in Controlredemption, the conversion right will terminate at the close of business on the second Business Day immediately preceding the redemption date or the Change in Control Repurchase Date, as the case may be, for Redemption Date of 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 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 business on the date such default Default is cured and such Security is redeemed or purchasedredeemed). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising Such conversion right shall commence on the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms initial issuance date of the IndentureSecurities and expire at the close of business on the Business Day immediately preceding the date of maturity, subject, in the case of conversion of any Global Security, to any Applicable Procedures. The Conversion Price is shall, as of the date of the Indenture, initially be $14.75 24.03 per share, subject to adjustment under certain circumstancesshare of Common Stock. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount Conversion Rate shall, as of the Security or portion thereof converted by date of the Indenture, initially be approximately 41.6146. 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; in lieu thereof, an amount will be paid in cash based upon the closing price Ten Day Average Closing Stock Price (as defined in the Indenture). Except as provided in Section 10.01(c) of the Common Stock Indenture, delivery of the Principal Return, Net Shares and cash in lieu of fractional shares shall be deemed to satisfy the Company’s obligation to pay the principal amount of a converted Security and accrued but unpaid interest (including Liquidated Damages, if any) thereon. Any accrued interest (including Liquidated Damages, if any) payable on the Trading Day immediately prior to the Conversion Datea converted Security will be deemed paid in full, rather than canceled, extinguished or forfeited. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a the Conversion Agent, (b) surrender the Security to a the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a the Registrar or a the Conversion Agent, and (d) 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. Securities so surrendered If a Holder surrenders a Security for conversion (in whole or in part) during the period from between the close of business on any Record Date to the record date for the payment of an installment of interest and the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Dayrelated interest payment date, the second such Business Day) shall also Security must be accompanied by payment in funds acceptable to the Company of an amount equal to the interest (including Liquidated Damages, if any) payable on such Interest Payment Date 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 then being converted, 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 shall be payable to payment date, or if such registered Holder notwithstanding Security is surrendered for conversion on the conversion of such Security, subject to the provisions of this Indenture relating to the interest payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holderdate. 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 had has delivered a Repurchase Notice or a Change in of Control Purchase Repurchase Notice exercising the option of such Holder to require the Company to purchase repurchase such Security as provided in Section 3.08 or Section 3.09, respectively, of the Indenture may be converted only if the Change in Control Purchase Notice such notice of exercise is withdrawn in accordance with the terms of the Indenture.

Conversion. Subject to compliance with the provisions of the Indenture, a A Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into shares of Common Stock at any time prior to the Conversion Price in effect at the time close of conversion under certain circumstances described in the Indenturebusiness on July 28, 2020; provided, however, that if the Security is called for redemption pursuant to Article III of the Indenture or upon a Change in Controlredemption, the conversion right will terminate at 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, Redemption Date 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 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 business on the date such default is cured and such Security is redeemed or purchasedredeemed). A Security in respect of which a Holder has delivered a Repurchase Notice or Change in Control Repurchase Purchase Notice exercising the option of such Holder to require the Company to repurchase 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 Price Rate is 7.0135 shares of Common Stock per $14.75 per share1,000 Principal Amount, subject to adjustment under in certain circumstancesevents 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 issuable upon 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 of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment will be made for dividends on the Common Stock except as provided in the Indenture. 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 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 is determined by dividing shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the principal amount 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 or portion thereof being converted by pursuant to the Conversion Price in effect on the Conversion Dateprovisions hereof. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice Conversion Notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. 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 had delivered a Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if the Change in Control Purchase Notice is withdrawn in accordance with the terms of the Indenture.

Conversion. Subject to compliance with the provisions of the Indenture, a A Holder of a Security Note may convert the principal amount of such Security Note (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into shares of Common Stock at any time prior to the Conversion Price in effect at the time close of conversion under certain circumstances described in the Indenturebusiness on June 1, 2008; provided, however, that if the Security Note is called submitted or presented for redemption purchase pursuant to Article III of the Indenture or upon a Change in ControlControl Notice, the conversion right will terminate at 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, Purchase Date for such Security Note or such earlier date as the Holder presents such Security Note for redemption or purchase (unless the Company shall default in making Holder withdraws its election pursuant to the redemption payment 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 business on the date such default is cured and such Security is redeemed or purchasedIndenture). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Price is $14.75 13.34 per share, subject to adjustment under certain circumstancescircumstances as provided in the Indenture. The number of shares of Common Stock issuable upon conversion of a Security Note is determined by dividing the principal amount of the Security Note or portion thereof converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a SecurityNote, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a the Conversion Agent, (b) surrender the Security Note to a the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a the Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. A Holder may convert a portion of a Security Note equal to $1,000 or any integral multiple thereof. A Security 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 Security Note may be converted only if the Change in Control Purchase Notice is withdrawn in accordance with the terms of the Indenture. As soon as practicable after the Conversion Date, the Company and IAC shall satisfy all of their Conversion Obligations by delivering to the Holder, at IAC's option, either shares of Common Stock, cash, or a combination of cash and shares of Common Stock. If IAC elects to satisfy the entire Conversion Obligation by Share Settlement, then IAC or the Company will deliver to the Holder shares of Common Stock equal to the quotient of (A) the aggregate principal amount of Notes to be converted by the Holder divided by (B) the Conversion Price in effect on the Conversion Date. If IAC elects to satisfy the entire Conversion Obligation by Cash Settlement, then the Company or IAC will deliver to the Holder cash in an amount equal to the product of (A) a number equal to the aggregate principal amount of Notes to be converted by such Holder divided by the Conversion Price in effect on the Conversion Date, and (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the Cash Settlement Averaging Period. If IAC elects to satisfy the Conversion Obligation in a Combined Settlement, then the Company or IAC will deliver to the Holder a Partial Cash Amount plus a number of shares of Common Stock equal to the quotient of (A) the amount of the Cash Settlement minus such Partial Cash Amount divided by (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the applicable Cash Settlement Averaging Period. Upon receipt of the conversion notice from a Holder by the Company, IAC or the Conversion Agent, (1) if IAC elects to satisfy the Conversion Obligation by Share Settlement, then settlement in Common Stock will be made on or prior to the fifth (5th) Trading Day following receipt of such conversion notice; or (2) if IAC elects to satisfy the Conversion Obligation by Cash Settlement or Combined Settlement, then the Company or IAC will notify the Holder, through the Conversion Agent, of the dollar amount to be satisfied in cash at any time during the Settlement Notice Period. Share Settlement will apply automatically if the Company or IAC does not notify the Holder that IAC has chosen another settlement method.

Conversion. Subject The holder of any Convertible Note has the right, exercisable at any time after 90 days following the Issuance Date and prior to compliance with the provisions close of business (New York time) on the Business Day immediately preceding the date of the IndentureConvertible Note's maturity, a Holder of a Security may to convert the principal amount of such Security thereof (or any portion thereof equal to $1,000 or any that is an integral multiple of U.S. $1,000 1,000; provided, however that a holder of a Convertible Note may convert such Security only in excess thereofwhole to the extent a conversion in part would reduce the principal amount thereof to an amount less than U.S. $25,000) into shares of Common Stock at the initial Conversion Price in effect at the time of conversion U.S. $3.0516 per share, subject to adjustment under certain circumstances described in the Indenture; providedcircumstances, however, except that if the Security a Convertible Note is called for redemption pursuant to Article III of the Indenture or upon a Change in Controlredemption, the conversion right will terminate at the close of business (New York time) on the Business Day immediately preceding the redemption date fixed for redemption. To convert a Convertible Note, a Holder must (1) complete and sign a notice of election to convert (a "Conversion Notice") substantially in the form set forth below (copies of which are available from the Conversion Agent in New York, (2) deliver the Conversion Notice and the Convertible Note to be converted in whole or in part to a Conversion Agent in New York, (3) furnish appropriate endorsements or transfer documents if required by the Change in Control Repurchase Date, as the case may be, for such Security Registrar or such earlier date as the Holder presents such Security Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for redemption interest, Liquidated Damages, if any, or purchase (unless the Company shall default in making the redemption payment or Change in Control Repurchase Pricedividends, as the case may be, when due, in which case the but if any Securityholder surrenders a Convertible Note for conversion right shall terminate at after the close of business on the record date for the payment of an installment of interest and Liquidated Damages, if any, and prior to the opening of business on the next interest payment date, then, notwithstanding such default is cured conversion, the interest and Liquidated Damages, if any, payable on such Security is redeemed or purchased). A Security in respect of which a interest payment date will be paid to the registered Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder Convertible Note on such record date. In such event, such Convertible Note, when surrendered for conversion, must be accompanied by payment in funds acceptable to require the Company of an amount equal to repurchase the interest and Liquidated Damages, if any, payable on such Security may be converted only if such notice of exercise is withdrawn in accordance with interest payment date on the terms of the Indenture. The Conversion Price is $14.75 per share, subject to adjustment under certain circumstancesportion so converted. The number of shares of Common Stock issuable upon conversion of a Security Convertible Note is determined by dividing the principal amount of the Security or portion thereof Convertible Note converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount conversion but a cash adjustment will be paid in cash based upon the closing price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay made for any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. 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 had delivered a Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if the Change in Control Purchase Notice is withdrawn in accordance with the terms of the Indenturefractional interest.

Conversion. Subject to compliance with the provisions of Article X of the Indenture, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into shares of Common Stock at of the Conversion Price Company if any of the conditions specified in effect at paragraphs (a) through (e) of Section 10.01 of the time of conversion under certain circumstances described in the IndentureIndenture is satisfied; provided, however, that if the such Security is called for redemption pursuant to Article III of the Indenture or upon a Change in Controlredemption, the conversion right will terminate at the close of business on the second Business Day immediately preceding before the redemption date or the Change in Control Repurchase Date, as the case may be, for Redemption Date of 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 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 business on the date such default Default is cured and such Security is redeemed or purchasedredeemed). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price initial conversion price is $14.75 46.00 per share, subject to adjustment under certain circumstancescircumstances as described in the Indenture (the "Conversion Price"). The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price in effect on the Conversion Date. In the event of a conversion of a Security in a Principal Value Conversion, the Company has the option to deliver cash and/or Common Stock 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, if any (including contingent interest, if any), or dividends will be made. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing current market price (as defined in the Indenture) of the Common Stock on the last Trading Day immediately prior to the Conversion Datedate of conversion. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a the Conversion Agent, (b) surrender the Security to a the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a the Registrar or a the Conversion Agent, and (d) 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. Securities so surrendered If a Holder surrenders a Security for conversion (in whole or in part) during between the period from record date for the close payment of business on any Record Date to the opening an installment of business on interest and the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Dayinterest payment date, the second such Business Day) shall also Security must be accompanied by payment in funds acceptable to the Company of an amount equal to the interest (including contingent interest, if any) and Liquidated Damages, if any, payable on such Interest Payment Date interest payment date on the principal amount of the Security or portion thereof then converted; provided, however, that no such payment shall be required if such Security then being converted, has been called for redemption on a Redemption Date within the period between and including such record date and such interest shall be payable to payment date, or if such registered Holder notwithstanding Security is surrendered for conversion on the conversion of such Security, subject to the provisions of this Indenture relating to the interest payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holderdate. 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 had has delivered a Purchase Notice or a Change in Control Purchase Repurchase Notice exercising the option of such Holder to require the Company to purchase repurchase such Security as provided in Section 3.08 or Section 3.09, respectively, of the Indenture may be converted only if the Change in Control Purchase Notice such notice of exercise is withdrawn as provided above and in accordance with the terms of the Indenture.

Conversion. Subject to compliance with the provisions of the Indenturenext two succeeding sentences, a Holder of a Security may convert it at any time before the principal amount close of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into shares of Common Stock at the Conversion Price in effect at the time of conversion under certain circumstances described in the Indenturebusiness on March 11, 2018; provided, however, that if the a Security is called for redemption pursuant to Article III of the Indenture or upon a Change in Controlredemption, the conversion right will terminate Holder may convert it at any time before the close of business on the Business Day immediately preceding Redemption Date. The number of shares of Common Stock to be delivered upon conversion of a Security into Common Stock for each $1,000 of Principal Amount shall be equal to 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 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 business on the date such default is cured and such Security is redeemed or purchased)Conversion Rate. A Security in respect of which a Holder has delivered a Change in Control Repurchase Purchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price is $14.75 per share, subject to adjustment under certain circumstances. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. 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 had delivered a Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if the Change in Control Purchase Notice notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Rate is 19.109 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. The Holders' right to convert Securities into shares of Common Stock is subject to the Company's right to elect to instead pay such Holder the amount of cash set forth in the next succeeding sentence, in lieu of delivering such shares of Common Stock; provided, however, that if such payment of cash is not permitted pursuant to the provisions of the Indenture or the provisions of any other agreement or instrument to which the Company is a party or by which it is bound or otherwise, the Company shall deliver shares of Common Stock (and cash in lieu of fractional shares of Common Stock) in accordance with Article XI of the Indenture, whether or not the Company has delivered a notice pursuant to Section 11.02 thereof to the effect that the conversion price will be paid in cash. The amount of cash to be paid for each $1,000 Principal Amount of a Security shall be equal to the Sale Price of a share of Common Stock on the Trading Day immediately prior to the related Conversion Date multiplied by the Conversion Rate in effect on such Trading Day. The Company shall not pay cash in lieu of delivering shares of Common Stock upon the conversion of any Security pursuant to the terms of Article XI of the Indenture (other than cash in lieu of fractional shares) if there has occurred (prior to, on or after, as the case may be, the Conversion Date or the date on which the Company delivers its notice of whether each Security shall be converted into shares of Common Stock or cash) and is continuing an Event of Default (other than a default in such payment on such Securities), provided, however, that this sentence shall not apply in the event that an Event of Default occurs after such cash is paid. In the event the Company exercises its option pursuant to Section 12.01 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 of Common Stock (or, at the Company's option, the same amount of cash in lieu thereof) such Holder would have received if the Company had not exercised such option. If the Company exercises such option, Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business of such Interest Payment Date (except Securities to be redeemed on a date within such period) must be accompanied by payment of an amount equal to the interest thereon that the registered Holder is to receive. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities will be payable by the Company on any Interest Payment Date subsequent to the date of conversion. To convert a Security a Holder must (i) complete and manually sign the conversion notice on the back of the Security (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent (or the office or agency referred to in Section 4.05 of the Indenture) or, if applicable, complete and deliver to The Depository Trust Company ("DTC" or the "Depositary," which term includes any successor thereto) the appropriate instruction form for conversion pursuant to the Depositary's book entry conversion program, (ii) surrender the Security to a Conversion Agent by physical or book entry delivery (which is not necessary in the case of conversion pursuant to the Depositary's book entry conversion program), (iii) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee and (iv) pay any transfer or similar tax, if required. Book entry delivery of a Security to the Conversion Agent may be made by any financial institution that is a participant in the Depositary; conversion through the Depositary's book entry conversion program is available for any security that is held in an account maintained at the Depositary by any such participant. A Holder may convert a portion of a Security if the Principal Amount of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment will be made for dividends on the Common Stock except as provided in the Indenture. 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 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 paid in full to the Holder thereof through the delivery of shares of Common Stock (and any cash in lieu of fractional shares) or cash in exchange for the Security being converted pursuant to the terms 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 the Company is a party to a consolidation, merger or binding share exchange of the type specified in the Indenture, or certain transfers of all or substantially all of its assets to another person, or in certain other circumstances described in the Indenture, 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 or another person.

Conversion. Subject to compliance with the provisions of the Indenture, a A Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into shares of Common Stock at any time until the Conversion Price in effect at close of business on the time of conversion under certain circumstances described in Business Day prior to the IndentureStated Maturity; provided, however, that if the Security is called for redemption pursuant to Article III of the Indenture or upon a Change in Controlredemption, the conversion right will terminate at 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, Redemption Date 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 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 business on the date such default is cured and such Security is redeemed or purchasedredeemed). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price initial conversion price is $14.75 170.11 per shareshare of Common Stock, subject to adjustment under in certain circumstancesevents described in the Indenture. The number This is equivalent to a conversion rate of 5.8785 shares of Common Stock issuable upon conversion per $1,000 Principal Amount of Securities at Stated Maturity. The Company will deliver cash or a Security is determined by dividing check in lieu of any fractional Common Stock. In the principal amount event the Company exercises its option pursuant to Section 1601 of the Security or portion thereof converted by the Conversion Price Indenture to have interest in effect lieu of Original Issue Discount accrue on the Conversion Date. No fractional shares Security following a Tax Event, the Holder will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon entitled on conversion to receive the closing price (as defined in the Indenture) same number of the Common Stock on such Holder would have received if the Trading Day immediately prior to Company had not exercised such option. If the Conversion Date. To convert a SecurityCompany exercises such option, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date immediately preceding any Interest Payment Date to the opening of business on the next succeeding of such Interest Payment Date (excluding except Securities or portions thereof called for redemption or upon a Change in Control of Securities to be redeemed on a Redemption Date or Change in Control Repurchase Date, as the case may be, occurring during the period beginning at from the close of business on a Regular Record Date and ending at on the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such this Interest Payment Date is not a Business Day, the second such Business DayDay after the Interest Payment Date) shall also must be accompanied by payment in funds acceptable to from the Company Holder of an amount equal to the interest payable on such Interest Payment Date on thereon that 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 is to the provisions of this Indenture relating to the payment of defaulted interest by the Company. If receive from the Company defaults in the payment of interest payable 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 shall promptly repay such funds on any Interest Payment Date subsequent to such Holder. A Holder may convert a portion the date of a Security equal to $1,000 or any integral multiple thereof. A Security 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 Security may be converted only if the Change in Control Purchase Notice is withdrawn in accordance with the terms of the Indentureconversion.

Conversion. Subject to compliance 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 the provisions 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 tax or duty if required pursuant to the Indenture. A Holder may convert a portion of a Security may convert if the portion is $1,000 principal amount of such Security (or any portion thereof equal to $1,000 or any an integral multiple of $1,000 in excess thereof) into shares of Common Stock at principal amount. Notwithstanding anything herein to the Conversion Price in effect at the time of conversion under certain circumstances described in the Indenture; providedcontrary, however, that if the no Security is called for redemption pursuant to Article III of the Indenture or upon a Change in Control, the conversion right will terminate at may be converted after the close of business on the Business Day immediately preceding the redemption date Maturity Date. The initial Conversion Rate is 76.9231 shares of Common Stock per $1,000 principal amount of Securities (which results in an effective initial Conversion Price of $13.00 per share) subject to adjustment in the event of certain circumstances as specified in the Indenture. The Company will deliver cash in lieu of any fractional share. On conversion, no payment or adjustment for any unpaid and accrued interest or additional interest on the Change in Control Repurchase Date, as the case may be, for such Security or such earlier date as the Securities will be made. If a Holder presents such surrenders a Security for redemption or purchase (unless the Company shall default in making the redemption payment or Change in Control Repurchase Price, as the case may be, when due, in which case the conversion right shall terminate at after the close of business on the record date such default is cured for the payment of an installment of interest and such Security is redeemed or purchased). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price is $14.75 per share, subject to adjustment under certain circumstances. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a related interest payment date, such Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so when surrendered for conversion (in whole or in part) during the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Dateconversion, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also must be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable thereon which the registered Holder at the close of business on such Interest Payment 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 Security surrendered for conversion shall not be required with respect to a Security that (i) is surrendered for conversion after the record date immediately preceding the Maturity Date, (ii) has been called for Redemption pursuant to Section 3.04 of the Indenture and paragraphs 6 and 7 herein or (iii) is surrendered for conversion after a record date for the payment of an installment of interest and on or before the 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 before such interest payment date; provided further, that, if the principal amount Company shall have, prior to the Conversion Date with respect to a Security, defaulted in a payment of interest on such Security, then in no event shall the Holder of such Security then being converted, and who surrenders such interest shall Security for conversion be payable required to pay such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by or the Company. If the Company defaults in the payment of interest payable that shall have accrued on such Interest Payment Datedefaulted interest pursuant to Section 2.12 of the Indenture or otherwise The Conversion Rate applicable to each Security that is surrendered for conversion, the Company shall promptly repay such funds to such Holder. 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 had delivered a Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if the Change in Control Purchase Notice is withdrawn in accordance with the terms Securities and Article X of the Indenture, at any time during the Make-Whole Conversion Period with respect to a Make-Whole Fundamental Change shall be increased to an amount equal to the Conversion 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 such Make-Whole Fundamental Change is announced by the Company but shall not be consummated.

Conversion. Subject to and upon compliance with the provisions of the Indenture, a the Holder of a Security may hereof has the right, at its option, to convert the each $1,000 principal amount of such Security (or any portion thereof equal to this Note based on an initial Conversion Rate of 9.5238 shares of Class A Common Stock per $1,000 or any integral multiple principal amount of $1,000 in excess thereof) into shares of Common Stock at the Conversion Price in effect at the time of conversion under certain circumstances described in the Indenture; provided, however, that if the Security is called for redemption pursuant to Article III of the Indenture or upon a Change in Control, the conversion right will terminate at the close of business on the Business Day immediately preceding the redemption date or the Change in Control Repurchase DateNotes, 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 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 business on the date such default is cured and such Security is redeemed or purchased). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security same may be converted only if such notice of exercise is withdrawn in accordance with adjusted pursuant to the terms of the Indenture. The Conversion Price is $14.75 per share, subject to adjustment under certain circumstances. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price (as defined As specified in the Indenture, upon conversion, the Company may deliver (i) shares of Class A Common Stock or (ii) cash and, if applicable, shares of Class A Common Stock equal to the sum of the Common 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., New York City time, on the Trading Day immediately Regular Record Date for an Interest Payment Date but prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding applicable Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) it shall also be accompanied by payment payment, in immediately available funds or other funds acceptable to the Company Company, of an amount equal to the interest otherwise payable on such Interest Payment Date on the principal amount of such Security then 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 Maturity Date; (ii) with respect to conversions in connection with a Fundamental Change and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior 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 payable on such corresponding Interest Payment Date; and (iii) with respect to any overdue interest, if overdue interest exists at the Company shall promptly repay such funds time of conversion with respect to such HolderNotes. Accrued and unpaid interest, if any, to the Conversion Date is deemed to be paid in full upon receipt of the Conversion Settlement Amount rather than cancelled, extinguished or forfeited. No fractional shares will be issued upon any conversion of Notes, 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 Note or Notes for conversion. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. A Security Note in respect of which a Holder had delivered a Change in Control Purchase Notice is exercising the option of such Holder its right to require the Company to purchase such Security repurchase may be converted only if the Change in Control Purchase Notice is withdrawn such Holder validly withdraws its election to exercise such right to require repurchase in accordance with the terms of the Indenture.

Conversion. Subject The initial Conversion Price is $38.56, subject to compliance with the provisions of adjustment from time to time as described in the Indenture, a Holder . The number of Common Shares issuable upon conversion of a Security may convert is determined by dividing (x) the principal amount Principal Amount of such the Security (or any the portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereofbeing converted by (y) into shares of Common Stock at the Conversion Price in effect at the time of conversion under certain circumstances described in the Indenture; provided, however, that if the Security is called for redemption pursuant to Article III of the Indenture or upon a Change in Control, the conversion right will terminate at the close of business on the Business Day immediately preceding the redemption date Conversion Date. A Holder which surrenders Securities for conversion will receive cash or the Change a check 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 or Change in Control Repurchase Price, as the case may be, when due, in which case the conversion right shall terminate at the close lieu of business on the date such default is cured and such Security is redeemed or purchased)any fractional Common Share. A Security in respect of which a Holder has delivered a Change in Control Repurchase Purchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price is $14.75 per share, subject to adjustment under certain circumstances. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. 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 had delivered a Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if the Change in Control Purchase Notice such notice of exercise is withdrawn in accordance with the terms of the Indenture. To surrender a Security for conversion, a Holder must (1) 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, (2) surrender the Security to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents and (4) pay any transfer or similar tax, if required. A Holder may convert a portion of a Security if the Principal Amount of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment will be made for dividends on the Common Shares except as provided in the Indenture. If any Holder surrenders a Security for conversion (in whole or in part) during the period from the close of business on any regular record date for payment of an installment of interest to the opening of business on the next succeeding interest payment date, then such Security so surrendered shall be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such interest payment date on the Principal Amount of such Security then being converted, and such interest installment shall be payable to such registered Holder notwithstanding the conversion of the Security, subject to the provisions of the Indenture relating to the payment of defaulted interest by the Company. Notwithstanding the preceding sentence, in the event that a Holder surrenders a Security or portion thereof (i) called for redemption, (ii) that the Company may be obligated to purchase in accordance with Section 3.9 of the Indenture upon a Change of Control or (iii) surrendered for conversion after the Company declares a dividend or distribution described in Section 10.7 of the Indenture, or a dividend or a distribution described in Section 10.8 of the Indenture where the fair market value of such dividend or distribution per Common Share exceeds 15% of the Sale Price of the Common Shares as of the Business Day prior to the date of declaration, and the Redemption Date, Change in Control Purchase Date or Ex-Dividend Date with respect to the distribution, as the case may be, occurs during the period from the close of business on a record date and ending on the opening of business on the first Business Day after the next interest payment date, or if this interest payment date is not a Business Day, the second Business Day after the interest payment date, such Holder shall not be required to pay an amount equal to the interest payable on the Principal Amount of the Security being converted. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay to such Holder any such funds paid by such Holder to the Company. Except as otherwise provided in Section 10.2 of the Indenture or in this paragraph 8, no payment or adjustment will be made for accrued interest or Liquidated Damages Amount, if any, on a converted Security. The Conversion Price will be adjusted for dividends or distributions on Common Shares payable in Common Shares or other Capital Stock; subdivisions, combinations or certain reclassifications of Common Shares; distributions to all holders of Common Shares of certain rights to purchase Common Shares for a period expiring within 60 days at less than the Average 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 without conversion or in certain other cases. The Company from time to time may voluntarily decrease the Conversion Price. If the Company is a party to a consolidation, merger or binding share exchange or a transfer of all or substantially all of its assets, or upon certain distributions described in the Indenture, the right to convert a Security into Common Shares may be changed into a right to convert it into securities, cash or other assets of the Company or another person.

Conversion. Subject to compliance with the provisions of the Indenture, a The Holder of a any Security may has the right, exercisable at any time prior to the close of business (New York time) on the date of this Security's maturity, to convert the principal amount of such Security thereof (or any portion thereof equal to $1,000 or any that is an integral multiple of $1,000 in excess thereof50) into shares of Common Stock at the Conversion Price in effect at initial conversion rate of 3.5714 shares of Common Stock for each Security (equivalent to a conversion price of $14.00 per share of Common Stock of the time of conversion Company), subject to adjustment under certain circumstances described in the Indenture; providedcircumstances, however, except that if the a Security is called for redemption pursuant to Article III of the Indenture or upon a Change in Controlredemption, the conversion right will terminate at 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 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 business on the date such default is cured and such Security is redeemed or purchased). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price is $14.75 per share, subject to adjustment under certain circumstances. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Conversion Redemption Date. To convert a Security, a Holder must (a1) complete and manually sign the a conversion notice set forth below and deliver such notice to a Conversion Agentsubstantially in the form attached hereto, (b2) surrender the this Security to a Conversion Agent, (c3) furnish appropriate endorsements and or transfer documents if required by a the Security Registrar or a Conversion Agent, Agent and (d4) pay any transfer or similar tax, if required. Securities so surrendered Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion (in whole or in part) during the period from after the close of business on any the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if then, notwithstanding such conversion, the interest payable on such Interest Payment Date is 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 a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of such this Security then being converted, and such interest 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 Security 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 reduced by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. A Security in respect the principal amount thereof converted into shares 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 Security may be converted only if the Change in Control Purchase Notice is withdrawn in accordance with the terms of the IndentureCommon Stock.

Conversion. Subject (A) Each Holder of Series A Preferred Stock shall have the right at any time, at its option, to compliance with convert, subject to the terms and provisions of the Indenturethis Section 5, a Holder of a Security may convert the principal amount any or all of such Security (or any portion thereof equal to $1,000 or any integral multiple Holder’s shares of $1,000 in excess thereof) into Series A Preferred Stock at an initial conversion rate of 5.7471 shares of fully paid and non-assessable shares of Common Stock at (subject to adjustment as provided in this Section 5, the “Conversion Price in effect at the time Rate”) per share of conversion under certain circumstances described in the IndentureSeries A Preferred Stock; provided, however, that if prior to the Security is called for redemption receipt of Shareholder Approval (the period prior to such Shareholder Approval the “Approval Period”) shares of Series A Preferred Stock shall not be convertible pursuant to Article III this Section 5 in the aggregate into more than 19.99% of the Indenture shares of Common Stock outstanding on the Original Issue Date (subject to appropriate adjustment in the event of a stock split, stock dividend, combination or upon a Change in Controlother similar recapitalization) (such limitation, the conversion right will terminate at “Conversion Cap”). Shares of Series A Preferred Stock shall immediately and permanently cease to be subject to the close Conversion Cap upon the receipt of business Shareholder Approval. If on any day during the Business Day immediately preceding Approval Period, the redemption date or holders of Series A Preferred Stock provide notice of an election to convert that would result in the Change in Control Repurchase DateSeries A Preferred Stock converting into more than the Conversion Cap, 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 determine in making its sole and absolute discretion which Holder(s) and how many shares of Series A Preferred Stock held by any such Holder(s) shall be allowed to convert solely to prevent conversion into more than the redemption payment or Change Conversion Cap. For the avoidance of doubt and notwithstanding anything in Control Repurchase Pricethis Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Amendment”) to the contrary, as the case Conversion Cap shall not in any way limit the amounts that may bebe added to the Liquidation Preference. Upon conversion of any share of Series A Preferred Stock, when duethe Company shall deliver to the converting Holder, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased). A Security in respect of which each share of Series A Preferred Stock being converted, a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price is $14.75 per share, subject to adjustment under certain circumstances. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by equal to the Conversion Price Rate, together with a cash payment in effect lieu of any fractional share of Common Stock in accordance with Section 13 and any dividend pursuant to Section 2(E), on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price (as defined in the Indenture) of the Common Stock on the third Trading Day immediately prior to following the relevant Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. 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 had delivered a Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if the Change in Control Purchase Notice is withdrawn in accordance with the terms of the Indenture.

Conversion. Subject to compliance with Upon satisfaction of the provisions conditions set forth in Section 10.01(a) of the Indenture, a Holder of a Security may convert any portion of the principal amount of such any Security (or any portion thereof equal to $1,000 or any that is an integral multiple of $1,000 in excess thereofinto cash and fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) into shares of Common Stock at in accordance with the Conversion Price in effect at the time provisions of conversion under certain circumstances described in Section 10.14 of the Indenture; provided, however, provided that if the such Security is called for redemption pursuant to Article III of the Indenture or upon a Change in Controlredemption, the conversion right will terminate at the close of business on the second Business Day immediately preceding the redemption date or the Change in Control Repurchase Date, as the case may be, for Redemption Date of 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 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 business on the date such default Default is cured and such Security is redeemed or purchasedredeemed). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising Such conversion right shall commence on the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms initial issuance date of the IndentureSecurities and expire at the close of business on the Business Day immediately preceding the date of maturity, subject, in the case of conversion of any Global Security, to any Applicable Procedures. The Conversion Price is shall, as of the date of the Indenture, initially be $14.75 per share, subject to adjustment under certain circumstances12.19. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount Conversion Rate shall, as of the Security or portion thereof converted by date of the Indenture, initially be 82.0345. 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; in lieu thereof, an amount will be paid in cash based upon the closing price Ten Day Average Closing Stock Price (as defined in the Indenture). Delivery of the Principal Return, Net Shares and cash in lieu of fractional shares shall be deemed to satisfy the Company’s obligations with respect to a converted Security. Except as provided in Section 10.02(c) and Section 10.14(c) of the Common Stock Indenture, any accrued interest (including Liquidated Damages, if any) payable on the Trading Day immediately prior to the Conversion Datea converted Security will be deemed paid in full, rather than cancelled, extinguished or forfeited. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a the Conversion Agent, (b) surrender the Security to a the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a the Registrar or a the Conversion Agent, and (d) 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. Securities so surrendered If a Holder surrenders a Security for conversion (in whole or in part) during between the period from record date for the close payment of business on any Record Date to an installment of interest and the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Dayrelated interest payment date, the second such Business Day) shall also Security must be accompanied by payment in funds acceptable to the Company of an amount equal to the interest (including Liquidated Damages, if any) payable on such Interest Payment Date 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 then being converted, has been called for redemption on a Redemption Date within the period between and including such record date and such interest shall be payable to payment date, or if such registered Holder notwithstanding Security is surrendered for conversion on the conversion of such Security, subject to the provisions of this Indenture relating to the interest payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holderdate. 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 had has delivered a Purchase Notice or a Change in of Control Purchase Notice exercising the option of such Holder to require the Company to purchase repurchase such Security as provided in Section 3.08 or Section 3.09, respectively, of the Indenture may be converted only if the Change in Control Purchase Notice such notice of exercise is withdrawn in accordance with the terms of the Indenture.

Conversion. Subject to and in compliance with the provisions of the IndentureIndenture (including, without limitation, the conditions to conversion of this Security set forth in Section 10.01 thereof), a Holder of a Security may is entitled, at such Holder's option, to convert the principal amount of such Holder's Security (or any portion of the principal amount at maturity thereof equal to that is $1,000 or any an integral multiple of $1,000 in excess thereof) 1,000), into fully paid and nonassessable shares of Common Stock at the Conversion Price in effect at the time of conversion under certain circumstances described conversion. The Company will notify Holders of any event triggering the right to convert the Securities as specified above in accordance with the Indenture; provided, however, that if the Security is called for redemption pursuant to Article III of the Indenture or upon a Change in Control, the conversion right will terminate at 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 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 business on the date such default is cured and such Security is redeemed or purchased). A Security in respect of which a Holder has delivered a Change in Control Repurchase Purchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price is $14.75 per share, subject to adjustment under certain circumstances. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in of Control Repurchase DatePurchase Notice, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. 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 had delivered a Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if the such Purchase Notice or Change in of Control Purchase Notice Notice, as the case may be, is withdrawn in accordance with the terms of the Indenture. The initial Conversion Rate is 13.0259 shares of Common Stock per $1,000 principal amount at maturity, subject to adjustment in certain events described in the Indenture. The Conversion Rate shall not be adjusted for any accrued and unpaid Contingent Cash Interest or Liquidated Damages. Upon conversion, no payment shall be made by the Company with respect to Accrued Original Issue Discount and accrued and unpaid Contingent Cash Interest or Liquidated Damages, if any. Instead, such amount shall be deemed paid by the 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, except as set forth in the Indenture. To surrender a Security for conversion, a Holder must (1) complete and manually sign the Notice of Conversion attached hereto (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent, (2) surrender the Security to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents and (4) pay any transfer or similar tax, if required. No fractional shares of Common Stock shall be issued upon conversion 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 as provided in the Indenture. If the Company (i) is a party to a consolidation, merger, statutory share exchange or combination, (ii) reclassifies the Common Stock, or (iii) conveys, transfers or leases its properties and assets substantially as an entirety to any Person, the right to convert a Security into shares of Common Stock may be changed into a right to convert it into securities, cash or other assets of the Company or such other Person, in each case in accordance with the Indenture.

Conversion. Subject to compliance with the provisions of the Indenturenext two succeeding sentences, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) it into shares of Common Stock of the Company at any time before the Conversion Price in effect at the time close of conversion under certain circumstances described in the Indenture; providedbusiness on February 16, however, that if 2019. If the Security is called for redemption pursuant to Article III of the Indenture or upon a Change in Controlredemption, the conversion right will terminate Holder may convert it at any time before the close of business on the Business Day immediately preceding the redemption date or the Change in Control Repurchase Redemption 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 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 business on the date such default is cured and such Security is redeemed or purchased). A Security in respect of which a Holder has delivered a Change in Control Repurchase Purchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price is $14.75 per share, subject to adjustment under certain circumstances. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. 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 had delivered a Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if the Change in Control Purchase Notice such notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Rate is 6.734 shares of Common Stock per $1,000 Principal Amount at Maturity, 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 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 of Common Stock such Holder would have received if the Company had not exercised such option. If the Company exercises such option, Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business of such Interest Payment Date (except Securities to be redeemed on a date within such period) must be accompanied by payment of an amount equal to the interest thereon that the registered Holder is to receive. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities will be payable by the Company on any Interest Payment Date subsequent to the date of conversion. To convert a Security, a Holder must (1) 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, (2) surrender the Security to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee and (4) pay any transfer or similar tax, if required. A Holder may convert a portion of a Security if the Principal Amount at Maturity of such portion in $1,000 or an integral multiple of $1,000. No payment or adjustment will be made for dividends on the Common Stock except as provided in the Indenture. 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 period from the Issue Date (or, it 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 cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full 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 the Company is a party to a consolidation, merger or binding share exchange or a transfer of all or substantially all of its assets, or upon certain distributions described in the Indenture, 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 or another person.

Conversion. Subject to compliance with At any time after 90 days following the provisions latest date of original issuance of the IndentureNotes and prior to the close of business on the business day immediately preceding April 15, 2006, a Holder of a Security Note may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) Note into shares of Common Stock at of the Conversion Price in effect at the time of conversion under certain circumstances described in the IndentureCompany; provided, however, that if the Security Note is called for redemption pursuant to Article III of the Indenture or upon a Change in Controlredemption, the conversion right will terminate at the close of business on the Business Day immediately preceding before the redemption date or the Change in Control Repurchase Date, as the case may be, for of such Security or such earlier date as the Holder presents such Security for redemption or purchase Note (unless the Company shall default in making the redemption payment 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 business on the date such default is cured and such Security Note is redeemed or purchasedredeemed). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price initial conversion price is $14.75 38.03 per share, subject to adjustment under certain circumstancescircumstances as described in the Indenture (the "Conversion Price"). The number of shares of Common Stock issuable upon conversion of a Security Note is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price in effect on the Conversion Dateconversion date. Upon conversion, no adjustment for interest or dividends will be made. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing current market price (as defined in the Indenture) of the Common Stock on the Trading Day immediately last trading day prior to the Conversion Datedate of conversion. To convert a SecurityNote, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a the Conversion Agent, (b) surrender the Security Note to a the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a the Registrar or a the Conversion Agent, and (d) 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. Securities so surrendered If a Holder surrenders a Note for conversion (in whole or in part) during between the period from record date for the close payment of business on any Record Date to the opening an installment of business on interest and the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Dayinterest payment date, the second such Business Day) shall also Note must be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of the Note or portion thereof then converted; provided, however, that no such Security then being converted, payment shall be required if such Note has been called for redemption on a redemption date within the period between and including such record date and such interest shall be payable to payment date, or if such registered Holder notwithstanding Note is surrendered for conversion on the conversion of such Security, subject to the provisions of this Indenture relating to the interest payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holderdate. A Holder may convert a portion of a Security Note equal to $1,000 or any integral multiple thereof. A Security Note in respect of which a Holder had delivered a Change in Control Purchase Repurchase Notice exercising the option of such Holder to require the Company to purchase repurchase such Security Note may be converted only if the Change in Control Purchase Notice notice of exercise is withdrawn as provided above and in accordance with the terms of the Indenture.

Conversion. Subject to compliance with the provisions of the Indenturenext two succeeding sentences, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) it into shares of Common Stock of the Company at any time before the Conversion Price in effect at the time close of conversion under certain circumstances described in the Indenturebusiness on February 9, 2018; providedPROVIDED, howeverHOWEVER, that if the a Security is called for redemption pursuant to Article III of the Indenture or upon a Change in Controlredemption, the conversion right will terminate Holder may convert it at any time before the close of business on the Business Day immediately preceding Redemption Date. The number of shares of Common Stock to be delivered upon conversion of a Security into Common Stock per $1,000 of Principal Amount shall be equal to 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 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 business on the date such default is cured and such Security is redeemed or purchased)Conversion Rate. A Security in respect of which a Holder has delivered a Change in Control Repurchase Purchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price is $14.75 per share, subject to adjustment under certain circumstances. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. 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 had delivered a Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if the Change in Control Purchase Notice notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Rate is 6.245 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. To convert a Security a Holder must (i) complete and manually sign the conversion notice on the back of the Security (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent (or the office or agency referred to in Section 4.05 of the Indenture), (ii) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee and (iii) pay any transfer or similar tax, if required. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount of the Securities converted. A Holder may convert a portion of a Security if the Principal Amount of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment will be made for dividends on the Common Stock except as provided in the Indenture. On conversion of a Security, that portion of accrued Original Issue Discount attributable to the period from the Issue Date to the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed paid in full to the Holder thereof through the delivery of the Common Stock in exchange for the Security being converted pursuant to the terms hereof; and the fair market value of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. 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 the Company is a party to a consolidation, merger or binding share exchange of the type specified in the Indenture, or certain transfers of all or substantially all of its assets to another person, or in certain other circumstances described in the Indenture, 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 or another person.

Conversion. Subject You shall have the right, exercisable at your option at any time, to compliance with elect to require the provisions Company to convert, at a price per share equal to the Conversion Price on the Conversion Date, all or part of the Indenture, a Holder unpaid principal of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) your Note into shares Conversion Shares. Fractional Shares of Common Stock at are not to be issued upon conversion, but, in lieu thereof, the Company will pay a cash adjustment based on the Conversion Price Price. Except where cash payment is required as an adjustment as described above, principal, if any, will be payable by the Company on any Note surrendered for conversion subsequent to the Conversion Date of such Note. The election to convert shall be made by you at any time by delivery to the Company of a Conversion Notice. The Conversion Notice shall be accompanied by an executed Investment Letter of the holder in the form attached hereto as Exhibit C. Upon receipt of a Conversion Notice, the Company will deliver the Conversion Shares to you at your offices located at 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 and you shall tender the Note, on the Conversion Date unless another date for conversion is agreed to by the parties in writing. The Conversion Shares are subject to Securities Laws restrictions as set forth in Section 9.1 of this Agreement unless a current registration statement is in effect under the Securities Act. Each certificate for Conversion Shares issued upon conversion of your Note, unless at the time of conversion such Conversion Shares are registered under certain circumstances described the Securities Act, shall bear the following legend (in the Indenture; providedaddition to any legend required by any state securities laws): THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE SECURITIES LAWS AND NO TRANSFER OF THESE SECURITIES MAY BE MADE UNLESS (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE ACT, howeverOR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, that if the Security is called UPON REQUEST, REQUIRE AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ACT. Any certificate for redemption pursuant to Article III of the Indenture Conversion Shares issued at any time in exchange or upon a Change in Control, the conversion right will terminate at 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, substitution for any certificate bearing such Security or such earlier date as the Holder presents such Security for redemption or purchase legend (unless at that time such Conversion Shares are registered under the Company shall default in making the redemption payment 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 business on the date such default is cured and such Security is redeemed or purchased). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price is $14.75 per share, subject to adjustment under certain circumstances. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business DayAct) shall also bear such legend unless, in the written opinion of counsel selected by the holder of such certificate, which counsel and opinion shall be accompanied by payment in funds reasonably acceptable to the Company, the Conversion Shares represented thereby need no longer be subject to restrictions on resale under the Securities Act. The Company is authorized to notify its transfer agent of an amount equal the status of any securities bearing the foregoing legend(s) and to the interest payable on take such Interest Payment Date on the principal amount of such Security then being converted, and such interest other action as shall be reasonable and proper to prevent any violation of the Securities Act or any state securities laws. The Company will issue to you a replacement Note with respect to any amounts remaining due and payable to such registered Holder notwithstanding the you following any 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 as provided in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. 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 had delivered a Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if the Change in Control Purchase Notice is withdrawn in accordance with the terms of the IndentureSection 11.6.

Conversion. Subject to and in compliance with the provisions of the IndentureIndenture (including without limitation the conditions of conversion of this Modified Security set forth in Section 16.01 thereof), a the Holder of a Security may hereof has the right, at its option upon not less than 3 days’ notice to the Company, to convert the principal amount of such Security (Principal Amount hereof or any portion thereof equal to of such principal which is $1,000 or any an integral multiple thereof, into, subject to Section 16.02 of the Indenture, Common Shares at the initial conversion rate of 250 Common Shares per $1,000 Principal Amount of Modified Securities (the “Conversion Rate”) (equivalent to a Conversion Price of $1,000 4.00), subject to adjustment in excess thereof) into shares of Common Stock at the Conversion Price in effect at the time of conversion under certain circumstances events described in the Indenture; provided, however, that if the Security is called for redemption pursuant to Article III of the Indenture or upon a Change in Control, the conversion right will terminate at 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 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 business on the date such default is cured and such Security is redeemed or purchased). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price is $14.75 per share, subject to adjustment under certain circumstances. The number of shares of Common Stock issuable upon Upon conversion of a Security is determined by dividing Modified Security, the principal amount Company will have the option to deliver Common Shares, cash or a combination of Common Shares and cash for the Security or portion thereof converted by Modified Securities surrendered, as set forth in the Conversion Price in effect on the Conversion DateIndenture. No fractional shares will be issued upon any conversion; , but an adjustment and payment in lieu thereof, an amount cash will be paid in cash based upon the closing price (made, as defined provided in the Indenture) , in respect of any fraction of a share which would otherwise be issuable upon the surrender of any Modified Securities for conversion. The Trustee will initially act as Conversion Agent. A Holder may convert fewer than all of such Holder’s Modified Securities so long as the Modified Securities converted are an integral multiple of US$1,000 principal amount. [INCLUDE IF MODIFIED SECURITY IS A GLOBAL SECURITY – In the event of a deposit or withdrawal of an interest in this Modified Security, including an exchange, transfer, repurchase or conversion of this Modified Security in part only, the Trustee, as custodian of the Common Stock Depositary, shall make an adjustment on its records to reflect such deposit or withdrawal in accordance with the Trading Day immediately prior to rules and procedures of the Conversion Date. To convert a SecurityDepositary.] If an Event of Default shall occur and be continuing, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion AgentPrincipal Amount plus accrued but unpaid interest, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar taxincluding Additional Amounts, if requiredany, 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 Modified Securities so surrendered for conversion (under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in whole 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 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 Modified Security shall be conclusive and binding upon such Holder and upon all future Holders of this Modified Security and of any Modified Security issued upon the registration of transfer hereof or in part) during the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities exchange herefor or portions thereof called for redemption in lieu hereof, whether or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount notation of such Security then being converted, consent or waiver is made upon this Modified Security. As provided in and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of the Indenture, the Holder of this Indenture relating Modified 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 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 Modified Security for the enforcement of any payment of defaulted interest by 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 Modified Security or of the Indenture shall alter or impair the obligation of the Company. If , which is absolute and unconditional, to pay the Company defaults Principal Amount, Redemption Price or Fundamental Change Purchase Price of, and interest, including Additional Amounts, if any, on, this Modified Security at the times, place and rate, and in the payment coin, currency or shares, herein prescribed. Notwithstanding the foregoing, prior to the occurrence of interest payable on such Interest Payment Datea Fundamental Change, the Company shall promptly repay such funds may, with the consent of the holders of not less than a majority of the Securities, amend the obligation of the Company to such Holderrepurchase Securities upon a Fundamental Change. A As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Modified Security is registrable in the Security Register, upon surrender of this Modified 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 may convert a portion hereof or his attorney duly authorized in writing, and thereupon one or more new Modified Securities, of a Security equal authorized denominations and for the same aggregate Principal Amount, will be issued to the designated transferee or transferees. The Modified Securities are issuable only in registered form in denominations of $1,000 or and any integral multiple thereofof $1,000 above that amount, as provided in the Indenture and subject to certain limitations therein set forth. A Security in respect Securities are exchangeable for a like aggregate Principal Amount of which Modified Securities of a different authorized denomination, as requested by the Holder had delivered a Change in Control Purchase Notice exercising surrendering the option same. No service charge shall be made for any such registration of such Holder to require transfer or exchange, but the Company may require payment of a sum sufficient to purchase cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Modified Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Modified Security is registered as the owner hereof for all purposes, whether or not this Modified Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. This Modified Security may shall be converted only if the Change in Control Purchase Notice is withdrawn governed by and construed in accordance with the laws of the State of New York. All terms of used in this Modified Security that are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Conversion. Subject to compliance with the provisions of the Indenture, a A Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into shares of Common Stock at any time prior to the Conversion Price in effect at the time close of conversion under certain circumstances described in the Indenturebusiness on March 15, 2009; provided, however, that if the Security is called for redemption pursuant or subject to Article III of the Indenture or purchase upon a Change in Control, the conversion right will terminate at the close of business on the Business Day immediately preceding the redemption date Redemption Date or the Change in Control Repurchase Purchase 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 or Change in Control Repurchase Purchase Price, as the case may be, when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Price is $14.75 32.512 per share, subject to adjustment under certain circumstances. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price Closing Price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Record Date regular record date to the opening of business on the next succeeding Interest Payment Date interest payment date (excluding Securities or portions thereof called for redemption or subject to purchase upon a Change in Control on a Redemption Date or Change in Control Repurchase Purchase Date, as the case may be, during the period beginning at the close of business on a Record Date regular record date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Dateinterest payment date, or if such Interest Payment Date interest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date 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 payable on such Interest Payment Dateinterest payment date, the Company shall promptly repay such funds to such Holder. 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 had delivered a Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if the Change in Control Purchase Notice is withdrawn in accordance with the terms of the Indenture.

Conversion. Subject to the occurrence of certain events and in compliance with the provisions of the Indenture, a Holder prior to the Stated Maturity of a Security may the Securities, the holder hereof has the right, at its option, to convert the principal amount its Securities into cash and shares of such Security (or any portion thereof equal to $1,000 or any integral multiple Common Stock, if any, at an initial Conversion Rate of $1,000 in excess thereof) into 25.4463 shares of Common Stock at per $1,000 principal amount of the Securities (a Conversion Price of approximately $39.30 per share). The Conversion Rate shall not be adjusted for any accrued and unpaid Interest and accrued and unpaid Liquidated Damages, if any. Upon conversion, no payment shall be made by the Company with respect to accrued and unpaid Interest. Instead, such amount shall be deemed paid by the shares of Common Stock delivered upon conversion of any Security. A Holder shall receive, however, accrued and unpaid Liquidated Damages, if any. In addition, no payment or adjustment shall be made in effect at respect of dividends on the time of conversion under certain circumstances described Common Stock, except as set forth in the Indenture; provided, however, that if . The Company will notify Holders of any event triggering the Security is called for redemption pursuant right to Article III of convert the Indenture or upon a Change Securities as specified above in Control, accordance with the conversion right will terminate at 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 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 business on the date such default is cured and such Security is redeemed or purchased)Indenture. A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price is $14.75 per share, subject to adjustment under certain circumstances. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Designated Event Repurchase DateNotice, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. 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 had delivered a 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 Repurchase Notice or Designated Event Repurchase Notice, as the Change in Control Purchase Notice case may be, is withdrawn in accordance with the terms of the Indenture. To surrender a Security for conversion, a Holder must (1) complete and manually sign the Notice of Conversion attached hereto (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent, (2) surrender the Security to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents, (4) if required by Section 10.03 of the Indenture, pay Interest and (5) pay any transfer or similar tax, if required. No fractional shares of Common Stock shall be issued upon conversion 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 as provided in the Indenture. If the Company (i) is a party to a consolidation, merger, statutory share exchange or combination, (ii) reclassifies the Common Stock, or (iii) conveys, transfers or leases its properties and assets substantially as an entirety to any Person, the right to convert a Security into shares of Common Stock may be changed into a right to convert it into securities, cash or other assets of the Company or such other Person, in each case in accordance with the Indenture. In addition, if a Holder elects to convert its Securities in connection with certain corporate transactions that occur on or prior to June 15, 2009 and 10% or more of the consideration for the Common Stock in the such transaction consists of cash, securities or other property that is not traded or scheduled to be traded immediately following such transaction on a U.S. national securities exchange or the Nasdaq National Market, the Company shall increase the Conversion Rate by the number of Additional Shares.

Conversion. Subject to and in compliance with the provisions of the IndentureIndenture (including, without limitation, the conditions to conversion of this Security set forth in Section 10.01 thereof), a Holder of a Security may is entitled, at such Holder's option, to convert the principal amount of such Holder's Security (or any portion of the principal amount thereof equal to that is $1,000 or any an integral multiple of $1,000 in excess thereof) 1,000), into fully paid and nonassessable shares of Common Stock at the Conversion Price Rate in effect at the time of conversion under certain circumstances described in the Indenture; provided, however, that if the Security is called Company may satisfy its obligation with respect to any demand for redemption pursuant conversion by delivering Common Stock, cash or a combination of cash and Common Stock. If the Company elects to Article III satisfy a fixed portion (other than 100%) of the Indenture or upon a Change Conversion Obligation in Controlcash, the conversion right will terminate at Cash Amount shall be allocated first to the close satisfaction of business any accrued and unpaid Interest, if any, on the Business Day immediately preceding Securities. The Company will notify Holders of any event triggering the redemption date or right to convert the Change Securities as specified above in Control Repurchase Date, as accordance with 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 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 business on the date such default is cured and such Security is redeemed or purchased)Indenture. A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price is $14.75 per share, subject to adjustment under certain circumstances. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Fundamental Change in Control on a Redemption Date or Change in Control Repurchase DateNotice, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. 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 had delivered a 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 Repurchase Notice or Fundamental Change Repurchase Notice, as the Change in Control Purchase Notice case may be, is withdrawn in accordance with the terms of the Indenture. The initial Conversion Rate is 82.1693 shares of Common Stock per $1,000 principal amount, subject to adjustment in certain events described in the Indenture. The Conversion Rate shall not be adjusted for any accrued and unpaid Interest and accrued or Liquidated Damages. 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 shares of Common Stock delivered upon conversion of any Security. A Holder shall receive, however, accrued and unpaid Liquidated Damages, if any. In addition, no payment or adjustment shall be made in respect of dividends on the Common Stock, except as set forth in the Indenture. In certain circumstances as set forth in the Indenture, a Holder shall be entitled to receive a Make-Whole Premium as described in Section 11 of the Indenture. To surrender a Security for conversion, a Holder must (1) complete and manually sign the Notice of Conversion attached hereto (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent, (2) surrender the Security to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents, (4) if required by Section 10.02(g) of the Indenture, pay Interest and (5) pay any transfer or similar tax, if required. No fractional shares of Common Stock shall be issued upon conversion 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 as provided in the Indenture. If the Company (i) is a party to a consolidation, merger, statutory share exchange or combination, (ii) reclassifies the Common Stock, or (iii) conveys, transfers or leases its properties and assets substantially as an entirety to any Person, the right to convert a Security into shares of Common Stock may be changed into a right to convert it into securities, cash or other assets of the Company or such other Person, in each case in accordance with the Indenture.

Conversion. Subject to compliance with the provisions of the Indenture, a The Holder of any Security has the right, exercisable at any time prior to 5:00 p.m., New York City time, on or prior to the Tender Notification Date or, in the event of a Security may Convertible Remarketing or a Failed Final Remarketing, from and after the Reset Date through February 15, 2030 (except that Securities called for redemption by the Company will be convertible at any time prior to 5:00 p.m., New York City time, on any Redemption Date) to convert the principal amount of such Security thereof (or any portion thereof equal to $1,000 or any that is an integral multiple of $1,000 in excess thereof50) into shares of Common Stock Stock. On or prior to the Tender Notification Date, each Security is initially convertible, at the Conversion Price option of the Holder into 1.0076 shares of Common Stock for each $50 in aggregate principal amount of Securities (equivalent to an initial conversion price of $49.625 per share of Common Stock). On and after the Reset Date, the Securities may, at the option of the Company and subject to the results of the Remarketing, become nonconvertible or convertible into a different number of shares of Common Stock. The conversion ratio and equivalent conversion price in effect at any time are known as the time of conversion "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances described in the Indenture; provided, however, that if the circumstances. If a Security is called for redemption pursuant to Article III of the Indenture or upon a Change in Controlredemption, the conversion right will terminate at 5:00 p.m., New York City time on the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security (other than a Global 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 Business Day immediately preceding Regular Record Date for the redemption date or payment of an installment of interest and prior to 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 or Change in Control Repurchase Price, as the case may be, when due, in which case the conversion right shall terminate at the close opening of business on the date next Interest Payment Date, then, notwithstanding such default is cured and conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security is redeemed or purchased)on such Regular Record Date. A Security in respect In such event, such Security, when surrendered for conversion, need not be accompanied by payment of which a Holder has delivered a Change in Control Repurchase Notice exercising an amount equal to the option of interest payable on such Holder to require Interest Payment Date on the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price is $14.75 per share, subject to adjustment under certain circumstancesportion so converted. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount conversion but a cash adjustment will be paid in cash based upon made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the closing price (as defined in the Indenture) portion of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount thereof converted into shares 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 payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. 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 had delivered a Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if the Change in Control Purchase Notice is withdrawn in accordance with the terms of the IndentureCommon Stock.

Conversion. Subject to and in compliance with the provisions of the Indenture (including, without limitation, the conditions to conversion set forth in Section 2.01 of the Second Supplemental Indenture), a Holder of a Security may is entitled, at such Holder’s option, to convert the principal amount of such Security Holder’s Note (or any portion of the principal amount thereof equal to that is $1,000 or any an integral multiple $1,000), into an amount of $1,000 in excess thereof) into cash and the number of shares of fully paid and nonassessable shares of Common Stock Stock, if any, at the Conversion Price in effect at the time of conversion under certain circumstances described conversion. The Company will notify Holders of any event triggering the right to convert the Holder’s Note as specified above in accordance with the Indenture; provided, however, that if the Security is called for redemption pursuant to Article III of the Indenture or upon a Change in Control, the conversion right will terminate at 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 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 business on the date such default is cured and such Security is redeemed or purchased). A Security Note in respect of which a Holder has delivered a Purchase Notice or Change in of Control Repurchase Notice Purchase Notice, as the case may be, exercising the option of such Holder to require the Company to repurchase purchase such Security may be converted only if such notice Purchase Notice or Change of exercise Control Purchase Notice, as the case may be, is withdrawn in accordance with the terms of the Indenture. The initial Conversion Price is $14.75 per share33.97, subject to adjustment under in certain circumstances. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price (as defined events described in the Indenture) of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a SecurityNote, a Holder must (a1) complete and manually sign the conversion notice set forth below (or complete and manually sign a facsimile of such notice) and deliver such notice to a the Conversion Agent, (b2) surrender the Security Note to a the Conversion Agent, (c3) furnish appropriate endorsements and transfer documents if required by a Registrar or a the Conversion Agent, the Company or the Trustee and (d4) pay any transfer or similar tax, if required. Securities so No fractional shares of Common Stock shall be issued upon conversion 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 as provided in the Indenture. Notes that are surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date immediately preceding any Interest Payment Date to the opening of business on the next succeeding such Interest Payment Date shall (excluding Securities except in the case of Notes or portions thereof which have been called for redemption or upon in respect of which a Change in Control on a Redemption Date Purchase Notice or Change in of Control Repurchase DatePurchase Notice delivered by the Holder has not been withdrawn, as the case may be, conversion rights of which would terminate during the period beginning at between such Regular Record Date and the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding such 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 immediately available funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Notes being surrendered for conversion; provided, however, that no such Security then being converted, and such interest payment shall be payable to such registered Holder notwithstanding required if there shall exist at the time of 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 a default in the payment of interest payable on such the Notes. No payment or adjustment shall be made upon any conversion on account of any interest accrued on the Notes surrendered for conversion from the Interest Payment DateDate preceding the day of conversion. Rather, such amount shall be deemed to be paid in full to the Holder through delivery of cash or a combination of cash and Common Stock, in exchange for the Note being converted pursuant to the provisions hereof, and the fair market value of the combination of cash and any shares of Common Stock, shall be treated as issued, to the extent thereof, first in exchange for accrued and unpaid interest and the balance, if any, of such fair market value of any such Common Stock and any cash payment shall be treated as issued in exchange for the principal amount of the Note being converted pursuant to the provisions hereof. In addition, no adjustment or payment shall be made upon any conversion on account of any dividends on any Common Stock issued upon conversion. In addition, Holders shall not be entitled to receive any dividends payable to holders of Common Stock as of any Record Date before the close of business on the conversion date. If the Company (i) is a party to a consolidation, merger or binding share exchange or (ii) reclassifies the Common Stock or (iii) conveys, transfers or leases its properties and assets substantially as an entirety to any Person, the Company shall promptly repay such funds right to such Holder. A Holder may convert a portion Note into shares of Common Stock may be changed into a Security equal right to $1,000 convert it into securities, cash or any integral multiple thereof. A Security in respect other assets of which a Holder had delivered a Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase or such Security may be converted only if the Change other Person, in Control Purchase Notice is withdrawn each case in accordance with the terms Indenture. The above description of conversion of the Security is qualified by reference to, and is subject in its entirety by, the more complete description thereof contained in the Indenture.”

Conversion. Subject to compliance with the provisions of the Indenture, a The Holder of a any Security may convert has the principal amount of such Security right, exercisable at any time on or before 5:00 p.m. (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereofNew York City time) into shares of Common Stock at the Conversion Price in effect at the time of conversion under certain circumstances described in the Indenture; provided, however, that if the Security is called for redemption pursuant to Article III of the Indenture or upon a Change in Control, the conversion right will terminate at the close of business on the Business Day immediately preceding the date of repayment of such Securities, whether at maturity or upon 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 or Change in Control Repurchase Price, as the case may be, when due, in which case the conversion right shall terminate either at the close of business on the date such default is cured and such Security is redeemed or purchased). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company or pursuant to repurchase such Security may be converted only if such notice a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of exercise is withdrawn in accordance with the terms $50) into fully paid and nonassessable shares of Common Stock of the Indenture. The Conversion Price is Company at an initial conversion rate of [ ] shares of Common Stock for each $14.75 50 in aggregate principal amount of Securities (equal to a conversion price of $[ ] per shareshare of Common Stock), subject to adjustment under certain circumstances. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the 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; in lieu thereof, an amount conversion but a cash adjustment will be paid in cash based upon made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the closing price (as defined in the Indenture) portion of the principal amount thereof converted into shares of Common Stock on the Trading Day immediately prior to the Conversion DateStock. To convert a Security, a Holder must (ai) complete and manually sign the a conversion notice set forth below and deliver such notice to a Conversion Agentsubstantially in the form attached hereto, (bii) surrender the Security to a Conversion Agent, (ciii) furnish appropriate endorsements and or transfer documents if required by a the Security Registrar or a Conversion Agent, Agent and (div) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole If a Notice of Conversion is delivered on or in part) during after the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or 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 ending at prior to the opening of business on the first Business Day after the next succeeding subsequent Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also Holder will be accompanied by payment in funds acceptable entitled to the Company of an amount equal to receive the interest payable on such the subsequent Interest Payment Date on the principal amount portion of such Security then being converted, and such interest shall Securities to be payable to such registered Holder converted notwithstanding the conversion of such Security, subject thereof prior 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 payable on such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion of such Security shall not be payable, and the Company shall promptly repay 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 Securities being converted, which shall be deemed to be paid in full. If any 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 funds Security shall (subject to any right of the Holder of such Holder. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. A Predecessor Security to receive interest as provided in respect the last paragraph of which a Holder had delivered a Change in Control Purchase Notice exercising the option of such Holder Section 307 and this paragraph) be paid to require the Company to purchase upon Company 110 Request or, if then held by the Company, shall be discharged from such Security may be converted only if the Change in Control Purchase Notice is withdrawn in accordance with the terms of the Indenturetrust.

Conversion. Subject to compliance with the provisions of the Indenturenext two succeeding sentences, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) it into shares of Common Stock of the Company at any time before the Conversion Price in effect at the time close of conversion under certain circumstances described in the Indenture; providedbusiness on May 8, however, that if 2020. If the Security is called for redemption pursuant to Article III of the Indenture or upon a Change in Controlredemption, the conversion right will terminate Holder may convert it at any time before the close of business on the Business Day immediately preceding the redemption date or the Change in Control Repurchase Redemption 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 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 business on the date such default is cured and such Security is redeemed or purchased). A Security in respect of which a Holder has delivered a Change in Control Repurchase Purchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price is $14.75 per share, subject to adjustment under certain circumstances. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. 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 had delivered a Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if the Change in Control Purchase Notice such notice of exercise is withdrawn in accordance with the terms of the Indenture and the Supplemental Indenture. The initial Conversion Rate is 12.3309 shares of Common Stock per $1,000 Principal Amount at Maturity, 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 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 of Common Stock such Holder would have received if the Company had not exercised such option. If the Company exercises such option, Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business of such Interest Payment Date (except Securities to be redeemed on a date within such period) must be accompanied by payment of an amount equal to the interest thereon that the registered Holder is to receive. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities will be payable by the Company on any Interest Payment Date subsequent to the date of conversion. To convert a Security, a Holder must (1) 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, (2) surrender the Security to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee and (4) pay any transfer or similar tax, if required. A Holder may convert a portion of a Security if the Principal Amount at Maturity of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment will be made for dividends on the Common Stock except as provided in the Indenture. 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 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 cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full 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 the Company is a party to a consolidation, merger or binding share exchange or a transfer of all or substantially all of its assets, or upon certain distributions described in the Indenture, 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 or another Person.

Conversion. Subject to compliance with the provisions of the Indenture, a The Holder of a any Security may has the right, exercisable at any time prior to 5:00 p.m., New York City time, on the Business Day immediately preceding December 15, 2029, to convert the principal amount of such Security thereof (or any portion thereof equal to $1,000 or any that is an integral multiple of $1,000 in excess thereof50) into shares of Common Stock at the Conversion Price initial conversation rate of 1.3986 shares of Common Stock for each $50 in aggregate principal amount of Securities (equivalent to a conversion price of $35.75 per share of Common Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the time of conversion "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances described in the Indenture; provided, however, that if the circumstances. If a Security is called for redemption pursuant to Article III of the Indenture or upon a Change in Controlredemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the redemption date or the Change in Control Repurchase corresponding Redemption 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 defaults in making the redemption payment due upon redemption. 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 Change in Control Repurchase Pricetransfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, as the case may beif required. Upon conversion, when dueno adjustment or payment will be made for interest or dividends, in which case the but if any Holder surrenders a Security for conversion right shall terminate at after the close of business on the date 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 default is cured and conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security is redeemed or purchased)on such Regular Record Date. A Security in respect In such event, such Security, when surrendered for conversion, need not be accompanied by payment of which a Holder has delivered a Change in Control Repurchase Notice exercising an amount equal to the option of interest payable on such Holder to require Interest Payment Date on the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price is $14.75 per share, subject to adjustment under certain circumstancesportion so converted. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount conversion but a cash adjustment will be paid in cash based upon made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the closing price (as defined in the Indenture) portion of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount thereof converted into shares 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 payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. 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 had delivered a Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if the Change in Control Purchase Notice is withdrawn in accordance with the terms of the IndentureCommon Stock.

Conversion. Subject to compliance with the provisions of the Indenture, a A Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into shares of Common Stock at any time prior to the close of business on the Business Day immediately prior to the Final Maturity Date, at the Conversion Price then in effect at the time of conversion under certain circumstances described in the Indentureeffect; provided, however, that that, if the such Security is called for redemption or submitted or presented for purchase pursuant to Article III 3 of the Indenture or upon a Change in ControlIndenture, the such conversion right will shall terminate at the close of business on the Redemption Date or at the close of business on the Business Day immediately preceding the redemption date or prior to the Change in of Control Repurchase Purchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the redemption payment or Change in of Control Repurchase Price, as the case may be, Purchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may be). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Price is $14.75 23.00 per share, subject to adjustment under certain circumstancescircumstances as provided in the Indenture. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price in effect on the Conversion Date, as adjusted pursuant to the Indenture. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price Sale Price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below on the back of the Security or facsimile of the conversion notice and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any funds related to interest, if required to be paid by such Holder under Section 4.2 of the Indenture and pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during required to be paid by such Holder under Section 4.4 of the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such HolderIndenture. 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 had delivered a Change in of Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if the Change in of Control Purchase Notice is withdrawn in accordance with the terms of the Indenture.

Conversion. Subject to compliance with the provisions of the Indenturenext succeeding sentence, a Holder holder of a Security Debenture may convert the principal amount of such Security (or it into Common Shares at any portion thereof equal time prior to $1,000 or any integral multiple of $1,000 in excess thereof) into shares of Common Stock at the Conversion Price in effect at the time of conversion under certain circumstances described in the Indenture; provided, however, that if the Security is called for redemption pursuant to Article III of the Indenture or upon a Change in Control, the conversion right will terminate at the close of business on the Business Day immediately preceding Maturity Date in accordance with the redemption date or indenture, provided that if the Change in Control Repurchase DateDebenture is called for redemption, 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 or Change in Control Repurchase Price, as the case may be, when due, in which case the conversion right shall terminate holder is entitled to convert it at any time before the close of business on the date such default is cured and such Security is redeemed or purchased)last business day prior to the Redemption Date. A Security Debenture in respect of which a Holder holder has delivered a Change in of Control Repurchase Redemption Notice exercising the option of such Holder to require the Company to repurchase such Security accepting an Offer may be converted only if such notice Change of exercise Control Redemption Notice is withdrawn in accordance with the terms of the Indentureindenture. The initial Conversion Rate is approximately 104.4932 Common Shares per U.S.$1,000 principal amount of Debentures, reflecting an initial Conversion Price of U.S.$9.57. The Conversion Price is $14.75 per share, subject to adjustment under upon the occurrence of certain circumstancesevents described in the indenture, including the events described below. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price in effect on the Conversion Date. No fractional shares Company will be issued upon conversion; deliver cash in lieu thereof, an amount will be paid in cash based upon the closing price (as defined in the Indenture) of the any fractional Common Stock on the Trading Day immediately prior Share. Subject to the Conversion Date. To indenture, to convert a SecurityDebenture, a Holder holder must (a1) complete and manually sign the a conversion notice set forth below in the form attached as Schedule D to the indenture and deliver such notice to a Conversion Agentthe Trustee or, if applicable, complete and deliver to The Canadian Depository for Securities Limited ("CDS", which term includes any successor thereto) the appropriate instruction form for conversion pursuant to CDS's book entry conversion program, (b2) surrender the Security Debenture to a Conversion Agentthe Trustee by physical or book entry delivery (which is not necessary in the case of conversion pursuant to CDS's book entry conversion program), (c3) furnish appropriate endorsements and transfer documents if required by a Registrar the Trustee or a Conversion Agent, the Company and (d4) pay any transfer or similar tax, if required. Securities so surrendered Book entry delivery of a Debenture to the Trustee may be made by any financial institution that is a participant in CDS; conversion through CDS's book entry conversion program is available for conversion (any Debenture that is held in whole or in part) during the period an account maintained at CDS by any such participant. No accrued and unpaid interest from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called next preceding the Conversion Date will be paid on Debentures that are converted except if a Debenture is converted in response to a call for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. 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 had delivered a Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if the Change in Control Purchase Notice is withdrawn in accordance with the terms Article 3 of the Indentureindenture or in response to an Offer made upon the occurrence of a Change of Control as provided in Article 5 of the indenture.

Conversion. Subject to compliance with the provisions of the Indenture, a A Holder of a Security Debenture may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) Debenture into shares of Common Stock of the Company at the Conversion Price in effect at the any time of conversion under certain circumstances described in the Indentureprior to maturity; provided, however, provided that if the Security Debenture is called for redemption pursuant to Article III of the Indenture or upon a Change in Controlredemption, the conversion right will terminate at 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, Redemption Date for such Security or such earlier date as the Holder presents such Security for redemption or purchase Debenture (unless the Company shall default in making the redemption payment 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 business on the date such default is cured and such Security Debenture is redeemed or purchasedredeemed); 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). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion initial conversion pConversion Price is $14.75 3.50 per share, subject to adjustment under certain circumstances. The number of shares of Common Stock issuable upon conversion of a Security Debenture is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion conversion pConversion Price in effect on the Conversion Dateconversion date. Payment of accrued interest on a converted Debenture will be made to the conversion date on the next succeeding interest payment date. Upon conversion, no adjustment for dividends will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Debenture. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price (as defined in the Indenture) conversion pConversion Price of the Common Stock on the Trading Day immediately last trading day prior to the Conversion Datedate of conversion. To convert a SecurityDebenture, a Holder must (a) complete and manually sign the conversion notice set forth below attached hereto and deliver such notice to a the Conversion Agent, (b) surrender the Security Debenture to a the Conversion Agent, (c) furnish appropriate endorsements and or transfer documents if required by a the Registrar or a the Conversion Agent, (d) execute any investment letters or other documents required by the Company, and (de) pay any transfer or similar tax, if required. Securities so surrendered If a Holder surrenders a Debenture for conversion (in whole or in part) during between the period from record date for the close payment of business on any Record Date to the opening an installment of business on interest and the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Dayinterest payment date, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company amount of an amount equal to the interest payable on such Interest Payment Date interest payment date will be the amount accrued to the date of conversion on the principal amount of such Security the Debenture or portion thereof 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 payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. A Holder may convert a portion of a Security Debenture equal to $1,000 or any integral multiple thereof. A Security 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 Security may be converted only if the Change in Control Purchase Notice is withdrawn in accordance with the terms of the Indenture.

Conversion. Subject to compliance with the provisions So long as this Credit Line is outstanding, Lender may, in its sole and absolute discretion, at any time (including, without limitation, as provided for in Section 4 above) convert all or any portion of the Indenture, a Holder of a Security may convert the unpaid aggregate principal amount of the Advances and unpaid accrued interest thereon into such Security (or any portion thereof equal to $1,000 or any integral multiple number of $1,000 in excess thereof) into whole shares of Borrower Common Stock at (“Conversion Shares”) determined by dividing the amount of the Advances and unpaid accrued interest thereon Borrower desires to convert as specified in its Conversion Notice by the greatest of (i) the Closing Price on the Effective Date, (ii) the Closing Price on the Trading Day immediately preceding the conversion date specified in the Conversion Price in effect at Notice or (iii) the time of Book Value on the Trading Day immediately preceding the conversion under certain circumstances described date specified in the IndentureConversion Notice (such number and price subject to adjustment for stock splits, stock dividends and similar events affecting Borrower Common Stock); provided, however, that if Lender may not exercise its right of conversion hereunder and Borrower shall not be required to comply with any Conversion Notice unless and until Borrower and Lender, as applicable, shall have obtained or made any consents, approvals, authorizations, orders, notifications, or filings required by applicable Government Requirements from or with Governmental Authorities for issuance of Conversion Shares (“Regulatory Approvals”). Borrower agrees to use reasonable best efforts to assist Lender in seeking such Regulatory Approvals. Lender may only exercise its right of conversion as specified herein by delivering written notice to Borrower at least one Business Day prior to the Security is called for redemption pursuant conversion date specified therein (a “Conversion Notice”). Upon receipt of a Conversion Notice and delivery to Article III Lender of the Indenture or upon a Change in Control, the conversion right will terminate at 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 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 business on the date such default is cured and such Security is redeemed or purchased). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price is $14.75 per share, subject to adjustment under certain circumstances. The appropriate whole number of shares of Borrower Common Stock issuable upon the outstanding indebtedness hereunder subject to such conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price in effect on the Conversion Date. No fractional shares will shall be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agentreduced accordingly, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during Lender shall record the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being convertedreduction by appropriately annotating the Note. Borrower hereby agrees that it shall at all times reserve and keep available out of its authorized and unissued Borrower Common Stock, and such interest shall be payable to such registered Holder notwithstanding solely for the purpose of providing for 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 payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. 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 had delivered a Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if the Change in Control Purchase Notice is withdrawn outstanding indebtedness in accordance with the terms herewith, such number of the Indentureshares of Borrower Common Stock as shall, from time to time, be sufficient therefor.

Conversion. Subject to compliance with the provisions of the Indenture, a A Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into shares of Common Stock common stock of the Company commencing 180 days after[December , 1997] and thereafter at any time prior to maturity, subject to the Conversion Price in effect at the time following provisions of conversion under certain circumstances described in the Indenture; provided, however, that if this Section 7. If the Security is called for redemption pursuant to Article III of the Indenture or upon a Change in Controlredemption, the conversion right will terminate Holder may convert it at 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 or Change in Control Repurchase Price, as the case may be, when due, in which case the conversion right shall terminate at any time before the close of business on the date fixed for such default redemption. The initial conversion price is cured and $[ ] per share, subject to adjustment in certain events. In the event the holder of this Security seeks to convert all or any portion of this Security into Common Stock at a time when the Company does not have sufficient authorized shares of Common Stock to satisfy such Security is redeemed or purchased). A Security conversion, such conversion shall not be permitted, in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising event the option of such Holder holder will have the right to require the Company to repurchase such this Security may be converted only if such notice for an amount payable in cash equal to the principal amount of exercise is withdrawn in accordance with the terms of the Indenturethis Security plus accrued interest. The Conversion Price is $14.75 per share, subject Company has agreed to adjustment under certain circumstances. The seek stockholder approval at its 1998 Annual Meeting of Stockholders of an amendment to its Restated Certificate of Incorporation ("Certificate") increasing the number of authorized shares of Common Stock to an amount at least sufficient to permit the conversion of all the Securities. Until such date as the Company's Certificate has been so amended, the Company will not (i) exercise its right to voluntarily redeem the Debentures pursuant to Section 5 hereof or (ii) issue additional shares of Common Stock or securities convertible into or exchangeable for Common Stock except for (A) employee stock options to acquire Common Stock granted under the Company's existing stock option plans and (B) shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the any Security or portion thereof converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based Other Debentures or upon the closing price (as defined in the Indenture) exercise of the Common Stock on the Trading Day immediately prior to the Conversion Datestock options. To convert a Security, a Holder must (a1) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agenton the back of the Security, (b2) surrender the Security to a the Conversion Agent, (c3) furnish appropriate endorsements and transfer documents if required by a the Registrar or a Conversion Agent, Agent and (d4) pay any transfer or similar tax, tax if required. Securities so 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 Security is surrendered for conversion (after the record date for a payment of interest and on or before the interest payment date, then, notwithstanding such conversion, the interest falling due to such interest payment date will be paid to the Person in whole or in part) whose name the 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 Record Date regular record payment date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also corresponding interest payment date must be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the 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 payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holderdate. A Holder may convert a portion of a Security equal to if the portion is $1,000 principal amount or any an integral multiple thereof. A Security To determine the number of shares issuable upon conversion of a Security, divide the principal amount to be converted by the conversion price in respect of which effect on the conversion date. The Company will deliver a Holder had delivered a Change in Control Purchase Notice exercising the option of such Holder to require check for any fractional share. If the Company is a party to purchase such 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 converted only if the Change in Control Purchase Notice is withdrawn in accordance with the terms changed into a right to convert it into securities, cash or other assets of the IndentureCompany or another Person.

Conversion. Subject to compliance with the provisions of the Indenture, a A Holder of a Security Debenture may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) it into shares of Common Stock of the Company at the Conversion Price in effect at the any time of conversion under certain circumstances described in the Indenture; providedprior to maturity, however, except that if the Security Debenture is called for redemption pursuant to Article III of the Indenture or upon a Change in Controlredemption, the conversion right will terminate at the close of business on the third 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 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 business on the date such default is cured and such Security is redeemed or purchased). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenturedate. The Conversion Price initial conversion price is (i) $14.75 45.00 divided by (ii) the exchange ratio in the merger of SkyTel Communications, Inc. with and into a wholly owned subsidiary of MCI WORLDCOM, Inc. per share, subject to adjustment under certain circumstances. The number of shares of Common Stock issuable upon conversion of a Security Debenture is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price conversion price in effect on the Conversion Dateconversion date. Upon conversion, no adjustment for interest or dividends will be made. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing current market price (as defined in the Indenturedefined) of the Common Stock on the Trading Day immediately last trading day prior to the Conversion Datedate of conversion. To convert a SecurityDebenture, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agentbelow, (b) surrender the Security Debenture to a Conversion Agent, (c) furnish appropriate endorsements and or transfer documents if required by a the Registrar or a the Conversion Agent, Agent and (d) pay any transfer or similar tax, if required. Securities so surrendered If a Holder surrenders a Debenture for conversion (in whole or in part) during the period from the close of business on any Record Date interest payment record date to the opening of business on the next succeeding Interest Payment Date corresponding interest payment date (excluding Securities or portions thereof except if the Debenture is called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, redemption date during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Dayperiod), the second such Business Day) shall also Debenture must be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of such Security the Debenture or portion thereof 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 payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. A Holder may convert a portion of a Security Debenture equal to $1,000 or any integral multiple thereof. A Security Debenture in respect of which a Holder had delivered a Fundamental Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security Debenture may be converted only if the Change in Control Purchase Notice notice of exercise is withdrawn as provided above and in accordance with the terms of the Indenture.

Conversion. Subject to compliance with the provisions of the Indenture, a The Holder of a any Security may convert has the principal amount of such Security right, exercisable at any time after April 4, 1997 and on or before 5:00 p.m. (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereofNew York City time) into shares of Common Stock at the Conversion Price in effect at the time of conversion under certain circumstances described in the Indenture; provided, however, that if the Security is called for redemption pursuant to Article III of the Indenture or upon a Change in Control, the conversion right will terminate at the close of business on the Business Day immediately preceding the date of repayment of such Securities, whether at maturity or upon 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 or Change in Control Repurchase Price, as the case may be, when due, in which case the conversion right shall terminate either at the close of business on the date such default is cured and such Security is redeemed or purchased). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company or pursuant to repurchase such Security may be converted only if such notice a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of exercise is withdrawn in accordance with the terms $25) into fully paid and nonassessable shares of Common Stock of the Indenture. The Conversion Price is Company at an initial conversion rate of 1.1737 shares of Common Stock for each $14.75 25 in aggregate principal amount of Securities (equal to a conversion price of $21.30 per shareshare of Common Stock), subject to adjustment under certain circumstances. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the 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; in lieu thereof, an amount conversion but a cash adjustment will be paid in cash based upon made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the closing price (as defined in the Indenture) portion of the principal amount thereof converted into shares of Common Stock on the Trading Day immediately prior to the Conversion DateStock. To convert a Security, a Holder must (ai) complete and manually sign the a conversion notice set forth below and deliver such notice to a Conversion Agentsubstantially in the form attached hereto, (bii) surrender the Security to a Conversion Agent, (ciii) furnish appropriate endorsements and or transfer documents if required by a the Security Registrar or a Conversion Agent, Agent and (div) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole If a Notice of Conversion is delivered on or in part) during after the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or 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 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 prior to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such 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, on the portion of 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 two sentences, in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion of such Security shall not be payable, and the Company shall promptly repay 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 Securities being converted, which shall be deemed to be paid in full. If any 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 funds Security shall (subject to any right of the Holder of such Holder. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. A Predecessor Security to receive interest as provided in respect the last paragraph of which a Holder had delivered a Change in Control Purchase Notice exercising Section 3.07 of the option of such Holder Indenture and this paragraph) be paid to require the Company to purchase upon Company Request or, if then held by the Company, shall be discharged from such Security may be converted only if the Change in Control Purchase Notice is withdrawn in accordance with the terms of the Indenturetrust.

Conversion. Subject The holder of any Note has the right, exercisable at any time after 90 days following the Issuance Date and prior to compliance with the provisions close of business (New York time) on the date of the IndentureNote's maturity, a Holder of a Security may to convert the principal amount of such Security thereof (or any portion thereof equal to $1,000 or any that is an integral multiple of $1,000 in excess thereof1,000) into shares of Common Stock at the initial Conversion Price in effect at the time of conversion $25.00 per share, subject to adjustment under certain circumstances described as set forth in the Indenture; provided, however, except that if the Security a Note is called for redemption pursuant to Article III of the Indenture or upon a Change in Controlredemption, the conversion right will terminate at 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 fixed for redemption or purchase (unless the Company shall default in making the redemption payment or Change in Control Repurchase Price, as the case may be, when it becomes due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchasedcured). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price is $14.75 per share, subject to adjustment under certain circumstances. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a SecurityNote, a Holder holder must (a1) complete and manually sign the a conversion notice substantially in the form set forth below and deliver such notice below, (2) surrender the Note to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c3) furnish appropriate endorsements and or transfer documents if required by a the Registrar or a Conversion Agent, Agent and (d4) pay any transfer or similar tax, if required. Securities so surrendered No payment or other adjustment for accrued interest or dividends on any Common Stock issued upon conversion (in whole or in part) of the Notes. If any Notes are converted during the any period from the close of business on after any Record Date to for the opening payment of business on an installment of interest but before the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if interest for such notes will be paid on the next Interest Payment Date, notwithstanding such conversion, to the Holders of such Notes. Any Notes that are, however, delivered to the Company for conversion after any Record Date but before the next Interest Payment Date is not a Business Daymust, except as described in the second such Business Day) shall also next sentence, be accompanied by a payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then Notes being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject . The payment to the provisions of this Indenture relating to the payment of defaulted interest by the Company. If the Company defaults described in the payment of interest payable on such 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 shall promptly repay has issued a redemption notice and prior to the date of redemption stated in such funds to such Holdernotice. No fractional shares will be issued upon conversion, but a cash adjustment will be made for any fractional shares. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. A Security Note in respect of which a Holder had has delivered a Change in Control Purchase Notice an "Option of Holder to Elect Purchase" form appearing below exercising the option of such Holder to require the Company to purchase such Security Note may be converted only if the Change in Control Purchase Notice notice of exercise is withdrawn as provided above and in accordance with the terms of the Indenture. The above description of conversion of the Notes is qualified by reference to, and is subject in its entirety by, the more complete description thereof contained in the Indenture.

Conversion. Subject to compliance with the provisions of the Indenturenext two succeeding sentences, a Holder of a Security Note may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) it into shares of Common Stock of the Company at any time before the Conversion Price in effect at the time close of conversion under certain circumstances described in the Indenturebusiness on March 1, 2007; provided, however, that if the Security a Note is called for redemption pursuant to Article III of the Indenture or upon a Change in Controlredemption, the conversion right will terminate Holder may convert it at any time before the close of business on the Business Day immediately preceding prior to the redemption date or the Change in Control Repurchase Redemption 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 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 business on the date such default is cured and such Security is redeemed or purchased). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price is $14.75 per share, subject to adjustment under certain circumstances. The number of shares of Common Stock issuable to be delivered upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price (as defined in the Indenture) of the Note into Common Stock on the Trading Day immediately prior per $1,000 of Principal Amount shall be equal to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such HolderRate. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. A Security Note in respect of which a Holder had has delivered a Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security Note may be converted only if the Change in Control Purchase Notice notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Rate is 60.5694 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. Notes surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business of such Interest Payment Date (except Notes to be redeemed on a date within such period) must be accompanied by payment of an amount equal to the interest thereon that the Holder on such Regular Record Date is to receive. Except where Notes surrendered for conversion must be accompanied by payment as described above and without prejudice to the Company's obligation (if applicable) to make, on a Redemption Date, the payment described in the last paragraph under "Optional Redemption Before March 4, 2005" in paragraph 5 above (including that portion of such payment constituting accrued and unpaid interest), no interest on converted Notes will be payable by the Company on any Interest Payment Date subsequent to the Conversion Date. To convert a Note, a Holder must (i) complete and manually sign the conversion notice on the back of the Note (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent (or the office or agency referred to in Section 1002 of the Indenture) or, if applicable, complete and deliver to The Depository Trust Company ("DTC" or the "Depositary," which term includes any successor thereto) the appropriate instruction form for conversion pursuant to the Depositary's book-entry conversion program, (ii) surrender the Note to a Conversion Agent by physical or book-entry delivery (which is not necessary in the case of conversion pursuant to the Depositary's book-entry conversion program), (iii) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee, (iv) make any payment required pursuant to the immediately preceding paragraph and (v) pay any transfer or similar tax, if required. Book-entry delivery of a Note to the Conversion Agent may be made by any financial institution that is a participant in the Depositary; conversion through the Depositary's book-entry conversion program is available for any security that is held in an account maintained at the Depositary by any such participant. A Holder may convert a portion of a Note if the Principal Amount of such portion is $1,000 or an integral multiple of $1,000. Except that portion of the payment (if applicable) described in the last paragraph under "Optional Redemption Before March 4, 2005" in paragraph 5 above, no Holder of Notes will be entitled, upon conversion of any Note, to any actual cash payment or adjustment to the shares of Common Stock into which such Note is convertible on account of accrued and unpaid interest or on account of dividends on shares of Common Stock issued in connection with the conversion. On conversion of a Note, that portion of accrued and unpaid interest attributable to the period from (x) the later of the Issue Date and the date on which interest was last paid to (y) the Conversion Date with respect to the converted Note shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock in exchange for the Note being converted pursuant to the terms hereof, and the Fair Market Value of such Common Stock shall be treated as issued, to the extent thereof, first in exchange for the interest accrued through the Conversion Date, and the balance, if any, of such Fair Market Value of such shares of Common Stock shall be treated as issued in exchange for the Principal Amount of the Note being converted pursuant to the provisions hereof. The Conversion Rate will be adjusted for (i) dividends or distributions on Common Stock payable in Common Stock or other Capital Stock of the Company, (ii) subdivisions, combinations or certain reclassifications of Common Stock, (iii) distributions to all holders of Common Stock of certain rights, warrants or options to purchase Common Stock or securities convertible into Common Stock for a period expiring within 60 days after the applicable record date for such distribution at a price per share less than the Sale Price at the Time of Determination, (iv) distributions to all holders of Common Stock of assets or debt securities of the Company or certain rights, warrants or options to purchase securities of the Company (excluding distributions to which any of the preceding three clauses apply and certain cash dividends or other cash distributions), (v) cash distributions to substantially all holders of Common Stock that, together with all other all-cash distributions and consideration payable in respect of any tender or exchange offer by the Company or one of its Subsidiaries for Common Stock made within the preceding twelve months, exceeds 12.5% of the Company's aggregate Market Capitalization on the date of the distribution, and (vi) repurchases (including by way of a tender offer) of Common Stock which involve an aggregate consideration that, together with (a) any cash and other consideration payable in respect of any tender or exchange offer by the Company or one of its Subsidiaries for Common Stock concluded within the preceding twelve months and (b) the amount of any all-cash distributions to all holders of Common Stock made within the preceding twelve months, exceeds 12.5% of the Company's aggregate Market Capitalization on the date of such repurchase. 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 the Company is a party to a consolidation, merger or binding share exchange of the type specified in the Indenture, or certain transfers of all or substantially all of its assets to another Person, or in certain other circumstances described in the Indenture, the right to convert a Note into Common Stock may be changed into a right to convert it into the kind and amount of securities, cash or other assets that the Holder would have received if the Holder had converted such Holder's Notes immediately prior to such transaction.

Conversion. Subject to compliance with the provisions of the Indenturenext two succeeding sentences, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) it into shares of Common Stock of the Company at any time before the Conversion Price in effect at the time close of conversion under certain circumstances described in the Indenturebusiness on October 14, 2017; provided, however, that if the a Security is called for redemption pursuant to Article III of the Indenture or upon a Change in Controlredemption, the conversion right will terminate Holder may convert it at any time before the close of business on the Business Day immediately preceding Redemption Date. The number of shares of Common Stock to be delivered upon conversion of a Security into Common Stock per $1,000 of Principal Amount shall be equal to 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 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 business on the date such default is cured and such Security is redeemed or purchased)Conversion Rate. A Security in respect of which a Holder has delivered a Change in Control Repurchase Purchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price is $14.75 per share, subject to adjustment under certain circumstances. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. 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 had delivered a Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if the Change in Control Purchase Notice notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Rate is 5.430 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. The Holders' right to convert Securities into shares of Common Stock is subject to the Company's right to elect to instead pay such Holder the amount of cash set forth in the next succeeding sentence in lieu of delivering such shares of Common Stock; provided, however, that if such payment of cash is not permitted pursuant to the provisions of the Indenture or the provisions of any other agreement or instrument to which the Company is a party or by which it is bound or otherwise, the Company shall deliver shares of Common Stock (and cash in lieu of fractional shares of Common Stock) in accordance with Article X of the Indenture, whether or not the Company has delivered a notice pursuant to Section 10.02 to the effect that the Securities will be paid in cash. The amount of cash to be paid for each $1,000 Principal Amount of a Security shall be equal to the Sale Price of a share of Common Stock on the Trading Day immediately prior to the related Conversion Date multiplied by the Conversion Rate in effect on such Trading Day. The Company shall not pay cash in lieu of delivering shares of Common Stock upon the conversion of any Security pursuant to the terms of Article X of the Indenture (other than cash in lieu of fractional shares) if there has occurred (prior to, on or after, as the case may be, the Conversion Date or the date on which the Company delivers its notice of whether each Security shall be converted into shares of Common Stock or cash) and is continuing an Event of Default (other than a default in such payment on such Securities), provided, however, that this sentence shall not apply in the event that an Event of Default occurs after such cash is paid. In the event the Company exercises its option pursuant to Section 12.01 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 of Common Stock such Holder would have received if the Company had not exercised such option. If the Company exercises such option, Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business of such Interest Payment Date (except Securities to be redeemed on a date within such period) must be accompanied by payment of an amount equal to the interest thereon that the registered Holder is to receive. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities will be payable by the Company on any Interest Payment Date subsequent to the date of conversion. To convert a Security a Holder must (i) complete and manually sign the conversion notice on the back of the Security (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent (or the office or agency referred to in Section 4.05 of the Indenture) or, if applicable, complete and deliver to The Depository Trust Company ("DTC" or the "Depositary," which term includes any successor thereto) the appropriate instruc tion form for conversion pursuant to the Depositary's book entry conversion program, (ii) surrender the Security to a Conversion Agent by physical or book entry delivery (which is not necessary in the case of conversion pursuant to the Depositary's book entry conversion program), (iii) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee and (iv) pay any transfer or similar tax, if re quired. Book entry delivery of a Security to the Conversion Agent may be made by any financial institution that is a participant in the Depositary; conversion through the Depositary's book entry conversion program is available for any security that is held in an account maintained at the Depositary by any such participant. A Holder may convert a portion of a Security if the Principal Amount of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment will be made for dividends on the Common Stock, except as provided in the Indenture. 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 9 hereof) attributable to the period from the Issue Date (or, if the Company has exercised the option referred to in paragraph 9 hereof, the later of (x) the date of such exercise and (y) the date on which interest was last paid) to the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed paid in full to the Holder thereof through the delivery of the Common Stock in exchange for the Security being converted pursuant to the terms hereof. The Conversion Rate will be adjusted for (i) dividends or distributions on Common Stock payable in Common Stock or other Capital Stock, (ii) certain subdivisions, combinations or reclassifications of Common Stock, (iii) distributions to all holders of Common Stock of certain rights, warrants, or options to purchase Common Stock for a period expiring within 60 days at a price per share less than the Sale Price at the Time of Determination and (iv) distributions to such holders of assets or debt securities of the Company or certain rights, warrants or options to purchase securities of the Company (excluding certain cash dividends or other cash 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 the Company is a party to a consolidation, merger or binding share exchange of the type specified in the Indenture, or certain transfers of all or substantially all of its assets to another person, or in certain other circumstances described in the Indenture, 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 or another person.

Conversion. Subject (a) Each share shall be convertible into Common Stock, at the then applicable Conversion Price (as hereinafter defined), at any time and from time to compliance with time, at the provisions option of the Indenture, a Holder holder thereof in accordance with this Section 6(a) without the need for the payment of a Security may any additional cash consideration. Before any holder of Series B Preferred Stock shall be entitled to convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) stock into shares of Common Stock at Stock, the Conversion Price in effect at holder thereof shall surrender the time of conversion under certain circumstances described certificate or certificates therefor (or in the Indenture; providedcase of any lost, however, stolen or destroyed certificate or certificates the delivery of an affidavit to that if the Security is called for redemption pursuant to Article III of the Indenture or upon a Change in Control, the conversion right will terminate at 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 or Change in Control Repurchase Price, as the case may be, when dueeffect accompanied by any indemnity bond, in which case each case, reasonably required by the Corporation), duly endorsed, to the Corporation and shall give written notice, duly executed, to the Corporation of such election to convert the same and shall state the number of shares of Series B Preferred Stock being converted. Such conversion right shall terminate at be deemed to have been made immediately prior to the close of business on the date of the surrender of the certificate or certificates representing the Shares to be converted, and the holder of such default is cured and Shares shall be treated for all purposes as the record holder of such Security is redeemed or purchasedshares of Common Stock on such date (such date, the "Conversion Date"). A Security in respect If a holder of which a Holder has delivered a Change in Control Repurchase Notice exercising the option Series B Preferred Stock elects to convert any of such Holder holder's Shares into Common Stock on or before July 3, 2005, such holder shall also be entitled to require receive, and the Company Corporation shall pay, upon conversion of such holder's Shares, an amount equal to repurchase such Security four quarterly dividends to be paid pursuant to Section 3 per Share (the "Optional Make Whole Payment"). The Optional Make Whole Payment may be converted paid, at the Corporation's election, in cash or shares of Common Stock. The Corporation shall only if such notice have the right to elect to pay the Optional Make Whole Payment in shares of exercise is withdrawn in accordance with Common Stock if, on the terms Conversion Date, (i) the sale of the Indenture. The Conversion Price is $14.75 per share, subject to adjustment under certain circumstances. The number of shares of Common Stock issuable upon conversion in connection with such Optional Make Whole Payment by the holders is covered by an effective registration statement or such shares may be sold pursuant to Rule 144(k) under the Securities Act and (ii) the shares of Common Stock to be issued in connection with such Optional Make Whole Payment have been approved for listing, subject to official notice of issuance, on a Security is determined by dividing national securities exchange, the principal amount Nasdaq National Market or the Nasdaq Small Cap Market. If the Corporation elects to pay the Optional Make Whole Payment in shares of Common Stock, each share of Common Stock will be valued at 95% of Market Value as of the Security or portion thereof converted by Notice Date for purposes of determining the Conversion Price number of shares issuable in effect on connection with such payment. The Corporation shall deliver a notice within five (5) business days of receiving written notice from such holder of Series B Preferred stock of its election to convert such Shares specifying whether the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereofOptional Make Whole Payment, an amount will if any, is to be paid in cash based upon the closing price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close shares of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. 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 had delivered a Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if the Change in Control Purchase Notice is withdrawn in accordance with the terms of the IndentureCommon Stock.

Conversion. Subject to compliance with the provisions of Article 11C of the Indenture, a Holder of a Security Debenture may convert such Debenture into the principal amount Cash Conversion Amount in cash payable by the Company, WPP, WPP Holdings and/or the WPP UK Partnership Partners and New WPP ADSs representing a number of such Security (or any portion thereof New WPP Ordinary Shares equal to $1,000 or any integral multiple of $1,000 in excess thereof) into shares of Common the Stock at Conversion Amount divided by the Conversion Price in effect at the time of conversion under certain circumstances described in the IndenturePrice; provided, however, that if the Security such Debenture is called for redemption pursuant to Article III of the Indenture or upon a Change in Controlredemption, the conversion right will terminate at the close of business on the second Business Day immediately preceding the redemption date or the Change in Control Repurchase Date, as the case may be, for Redemption Date of such Security or such earlier date as the Holder presents such Security for redemption or purchase Debenture (unless the Company shall default in making the redemption payment 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 business on the date such default Default is cured and such Security Debenture is redeemed or purchasedredeemed). The initial conversion price is $8.84 per New WPP Ordinary Share, subject to adjustment under certain circumstances as described in the Indenture (the “Conversion Price”). The number of shares of Common Stock issuable upon conversion of a Debenture prior to the Effective Time is determined by dividing the principal amount of Debentures converted by the Conversion Price in effect on the conversion date. The number of New WPP Ordinary Shares represented by New WPP ADSs issuable upon conversion of a Debenture from and after the Effective Time is determined by dividing (a) the Stock Conversion Amount by (b) the Conversion Price in effect on the conversion date. Upon conversion, no adjustment for interest (including Contingent Interest and Additional Amounts, if any), or dividends will be made. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid by the Company, WPP, WPP Holdings and/or the WPP UK Partnership Partners in cash based upon the current New WPP Market Price (as defined in the Indenture) of New WPP ADSs on the last trading day prior to the date of conversion. To convert a Debenture, a Holder must (a) complete and sign the irrevocable conversion notice set forth below (copies of which may also be obtained from the Conversion Agent) and deliver such notice to the Conversion Agent, (b) surrender the Debentures by delivering them to the Conversion Agent, at the office or agency maintained for such purpose in the Borough of Manhattan, The City of New York, (c) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (d) pay any transfer or similar tax, if required and (e) if the Debenture is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary’s book-entry conversion programs. Upon satisfaction of such requirements, the Conversion Agent shall, on behalf of such Holder, immediately convert such Debentures into the Cash Conversion Amount and New WPP ADSs representing the number of New WPP Ordinary Shares described above. If a Holder surrenders a Debenture for conversion between the record date for the payment of an installment of interest and the related Interest Payment Date, the Debenture must be accompanied by payment of an amount equal to the interest (including Contingent Interest and Additional Amounts, if any), payable on such Interest Payment Date on the principal amount of the Debenture or portion thereof then converted; provided, however, that no such payment shall be required if such Debenture has been called for redemption on a Redemption Date within the period between and including such record date and such Interest Payment Date, or if such Debenture is surrendered for conversion on the Interest Payment Date. A Security Holder may convert a portion of a Debenture equal to $1,000 or any integral multiple thereof. A Debenture in respect of which a Holder has delivered a Holder Change in of Control Repurchase Acceptance Notice exercising the option of such Holder to require the Company to repurchase such Security Debenture as provided in Section 3.11 or a Purchase Acceptance Notice exercising the option of such Holder to require the Company to repurchase such Debenture as provided in Section 3.16 of the Indenture may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price is $14.75 per share, subject to adjustment under certain circumstances. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. 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 had delivered a Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if the Change in Control Purchase Notice is withdrawn in accordance with the terms of the Indenture.”

Conversion. Subject to compliance with the provisions of the IndentureBeginning April 28, 1997, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into shares of Common Stock of the Company at any time before the Conversion Price in effect at the time close of conversion under certain circumstances described in the Indenture; providedbusiness on March 1, however, that if 2002. If the Security is called for redemption pursuant to Article III of the Indenture or upon a Change in Controldelivered for repurchase, the conversion right will terminate Holder may convert it at any time before the close of business on the last Business Day immediately preceding prior to the redemption date 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 defaults in making the payment due upon redemption payment 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 business on the date such default is cured and such Security is redeemed or purchased). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenturerepurchase. The initial Conversion Price is $14.75 5.18 per share, subject to adjustment under in certain circumstancesevents as set forth in the Indenture. The To determine the number of shares of Common Stock issuable upon conversion of a Security is determined by dividing Security, divide the principal amount of the Security or portion thereof to be converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior conversion date and then round to the Conversion Datenearest 1/100th share. The Company will deliver a check for any fractional share. To convert a Security, a Holder must (a1) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agenton the back of the Security, (b2) surrender the Security to a the Conversion AgentAgent or Registrar, (c3) furnish appropriate endorsements and transfer documents if required by a the Registrar or a Conversion Agent, Agent and (d4) pay any transfer or similar tax, tax if required. Securities so (or portion of a Security) surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on the next succeeding such Interest Payment Date (excluding except Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if within such Interest Payment Date is not a Business Day, the second such Business Dayperiod) shall also must be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable thereon which the registered Holder is to receive. In the case of any Securities that have been converted after any Regular Record Date but on or before the next Interest Payment Date, interest due on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall will 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 payable on such Interest Payment Date, notwithstanding such conversion, to the Holder of record of such Note as of such Regular Record Date. Except as described above, no interest on converted Securities will be payable by the Company shall promptly repay such funds on any Interest Payment Date subsequent to such Holderthe date of conversion. A Holder may No other payment or adjustment for interest or dividends will be made upon conversion. If the Company 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 portion Security into Common Stock may be changed into a right to convert it into securities, cash or other assets of a Security equal to $1,000 or any integral multiple thereof. A Security 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 Security may be converted only if the Change in Control Purchase Notice is withdrawn in accordance with the terms of the Indentureor another Person.