Common use of Conversion Clause in Contracts

Conversion. The Holder of any Security 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 thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the 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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in 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 to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stock.

Conversion. The Holder of any Security has the right, exercisable at (a) At any time on or prior to 5:00 p.m.the Maturity Date, New York City time(i) without Shareholder Approval, on March 15, 2030, the Agent shall have the right to convert (any such conversion, a “Conversion”) any portion of the principal amount thereof (or any portion 104 thereof that is an integral multiple and accrued interest of $27) the Term Loans into shares of Capital Stock at common stock, no par value of Parent (“Parent Common Stock”) that represent, in the initial conversation rate aggregate in the event of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities more than one conversion election pursuant to this clause (equivalent to a conversion price of $37 per share of Capital Stock of the Companyi). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in 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 to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable not exceeding 19.90% of the outstanding shares of Parent Common Stock as of the date hereof and equaling the total amount of principal and accrued interest of the Term Loans being Converted divided by the Conversion Price upon conversion Agent’s delivery of notice of its intent to effectuate such Conversion (any such notice, a “Conversion Notice”) and (ii) with Shareholder Approval, the Agent shall have the right to Convert any portion of the principal and accrued interest of the Term Loans into shares of Parent Common Stock in any amount and equaling the total amount of principal and accrued interest of the Term Loans being Converted divided by the Conversion Price upon Agent’s delivery of a Security is determined by dividing Conversion Notice. Notwithstanding anything herein to the principal contrary, if any ABL Obligations are outstanding at the time of such Conversion, the amount of the Security converted Parent Common Stock held by the Applicable Conversion Price in effect on Agent shall not exceed the Conversion DateCap. No fractional shares will Any Conversion shall be issued upon conversion but treated as a cash adjustment will be made for any fractional interest. The prepayment of Term Loans hereunder and the outstanding principal amount balance of any Security the Term Loans shall be reduced by the amount so repaid upon such Conversion. Upon receipt of Agent’s Conversion Notice, the Borrowers shall cause the Conversion as promptly as possible and shall use commercially reasonable efforts to promptly (and in any event within sixty (60) days of the applicable Conversion Notice) obtain any Shareholder Approval required to effectuate a Conversion pursuant to clause (ii) hereof. (b) All costs and expenses (including filing fees) with respect to filings under any applicable antitrust laws shall be borne by Parent. Parent shall pay any documentary, stamp or similar issue or transfer tax due on the issue of the Conversion Shares. Parent shall reserve (and shall keep available and free from preemptive rights) and shall continue to reserve out of its authorized but unissued Parent Common Stock a sufficient number of Parent Common Stock to permit the issuance of the Conversion Shares in full. (c) Parent shall (i) issue the Conversion Shares to the Lenders on a pro rata basis based on each Lender’s portion of the principal outstanding amount thereof converted into shares of Capital Stockthe Term Loans on the Conversion Date (along with any share certificates with respect thereto) in accordance with the applicable Note with respect thereto and on terms substantially consistent with the Subscription Agreement and such Conversion Shares shall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable, not subject to any preemptive rights, and, be free from all taxes, Liens, security interests, charges, and other encumbrances with respect to the issuance thereof, other than taxes in respect of any transfer occurring contemporaneously with such issue and those under applicable federal, state or other securities laws and (ii) provide customary representations and warranties to the Lenders in connection with the Conversion pursuant to and in the form set forth in the Subscription Agreement.

Conversion. The Holder Subject to the terms and conditions of any Security has the rightIndenture, exercisable at any time prior to 5:00 p.m.or times after the Issue Date, New York City time, on March 15, 2030, to a Holder of a Security may convert the principal amount thereof Principal Amount of such Security (or any portion 104 thereof that thereof) into shares of the Company's common stock at the Conversion Price. The Conversion Price in effect at any given time is subject to adjustment. A Holder may convert fewer than all of such Holder's Securities so long as the Securities converted are an integral multiple of $27) into shares of Capital Stock at 1,000 Principal Amount. Holders converting any Securities or portions thereof shall be entitled to receive any accrued and unpaid interest on the 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 Principal Amount being converted as of the Company). The conversion ratio and equivalent conversion price Conversion Date to the extent provided for in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstancesIndenture. If a Security is called for redemption, the conversion right will terminate at Conversion Date occurs between the close of business on the Business Day immediately preceding 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 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 immediately following Interest Payment Date, thenthe Company shall pay to the applicable Holder in cash, notwithstanding on such conversionInterest Payment Date, an amount equal to the accrued and unpaid interest payable 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 will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest otherwise payable on 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 pay to the Company an amount equal to the difference between (1) such interest payment received and (2) the amount of accrued and unpaid interest through the Conversion Date for the Principal Amount converted by such Holder. [INCLUDE IF SECURITY IS A GLOBAL SECURITY -- In the event of a deposit or withdrawal of an interest in this Security, including an exchange, transfer, repurchase or conversion of this Security in part only, the Trustee, as custodian of the Depositary, shall make an adjustment on its records to reflect such deposit or withdrawal in accordance with the portion so converted. The number 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 issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be Common Stock issued upon conversion but 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 cash adjustment will be made for any fractional interest. The outstanding principal amount prospective purchaser of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stock.such

Conversion. The Subject to and in compliance with the provisions of the Indenture (including without limitation the conditions of conversion of this Security set forth in 14.01 thereof), the Holder of any Security hereof has the right, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 2030its option, to convert the principal amount thereof (Principal Amount hereof or any portion 104 thereof that of such principal which is $1,000 or an integral multiple thereof, into, subject to 14.02 of $27) into the Indenture, cash and shares of Capital Stock Common Stock, if any, at the Conversion Rate. The initial conversation rate of 0.73 Conversion Rate is 264.0264 shares of Capital Common Stock for each per $27 in aggregate principal amount 1,000 Principal Amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of 3.79 (the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable “Conversion Price" and the "Applicable Conversion Ratio," respectively”)), and are subject to adjustment under in certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially events described 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 requiredIndenture. Upon conversion, no adjustment or payment the Company will be made pay cash and shares of Common Stock, if any, based on a Daily Conversion Value calculated on a proportionate basis for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount each day of the Security converted by Observation Period, as set forth in the Applicable Conversion Price in effect on the Conversion DateIndenture. No fractional shares will be issued upon conversion any conversion, but a an adjustment and payment in cash adjustment will be made made, as provided in the Indenture, in respect of any fraction of a share which would otherwise be issuable upon the surrender of any Securities for any fractional interestconversion. The outstanding Securities in respect of which a Holder is exercising its right to require repurchase on a Repurchase Date or Fundamental Change Repurchase Date may be converted only if such Holder withdraws its election to exercise such right in accordance with the terms of the Indenture. Upon conversion, the Company shall deliver, for each $1,000 principal amount of any Securities being converted, cash equal to the lesser of (i) $1,000 or (ii) the Conversion Value. To the extent the Conversion Value exceeds $1,000, the Company may choose to deliver cash in lieu of shares of Common Stock, shares of Common Stock or a combination of cash and shares of Common Stock in accordance with the Indenture. In the event of a deposit or withdrawal of an interest in this Security, including an exchange, transfer, repurchase or conversion of this Security shall be reduced by in part only, the portion Trustee, as custodian of the principal amount thereof converted into shares Depositary, shall make an adjustment on its records to reflect such deposit or withdrawal in accordance with the rules and procedures of Capital Stockthe Depositary.

Conversion. Holders may surrender Securities for conversion into shares of CD Common Stock on any Conversion Date in a Conversion Period if the Sale Price (as defined in the Indenture) of the CD Common Stock for at least 20 trading days in the 30 trading day period ending on the first day of such Conversion Period is more than 110% of the accreted conversion price of a Security with a $1,000 Principal Amount at Maturity on such thirtieth day. The accreted conversion price is equal to the Issue Price plus accrued Original Issue Discount of such Security, with the sum thereof divided by the applicable Conversion Rate. A "Conversion Period" will be the period from and including the thirtieth trading day in a fiscal quarter to but not including the thirtieth trading day in the immediately following fiscal quarter. A Holder may also surrender for conversion a Security or portion of any a Security which has been called for redemption pursuant to paragraph 5 hereof, even if the foregoing provision has not been satisfied, and such Securities may be surrendered for conversion until the close of business on the day that is two Business Days prior to the Redemption Date. In the event that the Company declares a dividend or distribution described in Section 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 share of CD Common Stock, as determined in the Indenture, exceeds 10% of the Sale Price of a share of CD Common Stock as of the Business Day prior to the date of declaration, the Securities may be surrendered for conversion beginning on the date the Company gives notice to the Holders of such right, exercisable which shall be not less than 20 days prior to the Ex-Dividend Time for such dividend or distribution and Securities may be surrendered for conversion at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the 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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at thereafter until the close of business on the Business Day immediately preceding prior to the corresponding Redemption Date, unless Ex-Dividend Time or until the Company defaults announces that such distribution will not take place. In addition, a Holder may surrender for conversion a Security or portion of a Security during such period, if any, as (i) the credit rating assigned to the Securities by both ▇▇▇▇▇'▇ Investor Services and Standard & Poor's Rating Group is below Baa3 and BBB-, respectively, (ii) the credit rating assigned to the Securities by both such rating agencies is suspended or withdrawn or (iii) neither such rating agency is then rating the Securities. Finally, in making the payment due upon redemptionevent the Company is a party to a consolidation, merger or binding share exchange pursuant to which the shares of CD Common Stock would be converted into cash, securities or other property as set forth in Section 10.14 of the Indenture, the Securities may be surrendered for conversion at any time from and after the date which is 15 days prior to the date the Company announces as the anticipated effective time until 15 days after the actual date of such transaction. A Security in respect of which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Rate is 33.40 shares of CD Common Stock per $1,000 Principal Amount at Maturity, subject to adjustment in certain events described in the Indenture. A Holder which surrenders Securities for conversion will receive cash or a check in lieu of any fractional share of CD Common Stock. To convert surrender a SecuritySecurity for conversion, a Holder must (1) complete and manually sign the conversion notice below (or complete and manually sign a conversion facsimile of such notice) and deliver such notice substantially in to the form attached heretoConversion Agent, (2) surrender the Security to a the Conversion Agent, (3) furnish appropriate endorsements or and 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 A Holder surrenders may convert a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security if the Principal Amount at Maturity of such portion is determined by dividing the principal amount $1,000 or an integral multiple of the Security converted by the Applicable Conversion Price in effect on the Conversion Date$1,000. No fractional shares will be issued upon conversion but a cash payment or adjustment will be made for dividends on the shares of CD 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 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 CD 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 CD Common Stock (together with any such cash payment in lieu of fractional interestshares) 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 CD 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 outstanding principal amount Conversion Rate will be adjusted for dividends or distributions on CD Common Stock payable in CD Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of any Security shall be reduced by CD Common Stock; distributions to all holders of CD Common Stock of certain rights to purchase CD Common Stock for a period expiring within 60 days at less than the portion Average Sale Price at the Time of Determination; and distributions to such holders of assets or debt securities of the principal amount thereof converted Company or certain rights to purchase securities of the Company (excluding certain cash dividends or distributions). However, no adjustment need be made if Holders of the Securities may participate in the transaction without conversion 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 shares of Capital StockCD Common Stock may be changed into a right to convert it into securities, cash or other assets of the Company or another person.

Conversion. The Subject to the terms and conditions of the Indenture, a Holder may convert each of any Security has its Securities into shares of Common Stock at an initial conversion rate of 909.0909 shares per $1,000 Principal Amount of Securities (the right“Conversion Rate”), exercisable at any time prior to 5:00 p.m.the close of business on January 14, New York City time, on March 15, 2030, 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 principal amount thereof (or any portion 104 thereof that is Securities converted are an integral multiple of $27) into shares 1,000 principal amount. Accrued and unpaid interest and Liquidated Damages, if any, will be deemed paid in full rather than canceled, extinguished or forfeited; provided, that if this Security shall be surrendered for conversion during the period from close of Capital Stock at business on any Record Date for the initial conversation rate payment 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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at interest through the close of business on the Business Day immediately next preceding 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 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 following Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not (or portion thereof being converted) must be accompanied by payment of an amount amount, in funds acceptable to the Company, equal to the interest payable on such Interest Payment Date on the portion so Principal Amount being converted. The number ; provided, however, that no such payment shall be required if there shall exist at the time of shares issuable upon conversion a default in the payment of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect interest on the Conversion DateSecurities. 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 In addition, to the extent the Holder elects to convert this Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital StockCommon 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 Fundamental 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 will 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 GLOBAL SECURITY — In the event of a deposit or withdrawal of an interest in this Security, including an exchange, transfer, repurchase or conversion of this Security in part only, the Trustee, as custodian of the Depositary, shall make an adjustment on its records to reflect such deposit or withdrawal in accordance with the rules and procedures of the Depositary.] 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. The Holder Holders of any Security has Trust Securities, subject to the rightlimitations set forth in this Section, exercisable shall have the right at any time prior to 5:00 p.m.the Conversion Expiration Date, New York City timeat their option, to cause the Conversion Agent to convert Trust Securities, on March 15behalf of the converting Holders, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Common Stock in the manner described herein on and subject to the following terms and conditions: (i) The Trust Securities will be convertible into fully paid and nonassessable shares of Common Stock pursuant to the Holder's direction to the Conversion Agent to exchange such Trust Securities 36 for a portion of the Debentures, and immediately convert such amount of Debentures into fully paid and nonassessable shares of Common Stock at the an initial conversation rate of 0.73 ______ shares of Capital Common Stock for each $27 in aggregate principal amount of Securities Trust Security (which is equivalent to a conversion price of $37 _____ per share $___ principal amount of Capital Debentures), subject to certain adjustments set forth in the Indenture (as so adjusted, "Conversion Price"). (ii) In order to convert Trust Securities into Common Stock, the Holder of such Trust Securities shall submit to the Conversion Agent an irrevocable Notice of Conversion to convert Trust Securities on behalf of such Holder, together, if the Trust Securities are in certificated form, with such certificates. The Notice of Conversion shall (i) set forth the number of Trust Securities to be converted and the name or names, if other than the Holder, in which the shares of Common Stock should be issued and (ii) direct the Conversion Agent (a) to exchange such Trust Securities for a portion of the CompanyDebentures held by the Property Trustee (at the rate of exchange specified in the preceding paragraph) and (b) to immediately convert such Debentures, on behalf of such Holder, into Common Stock (at the conversion rate specified in the preceding paragraph). The conversion ratio and equivalent conversion price in effect at any time are known as Conversion Agent shall notify the "Applicable Conversion Price" Property Trustee of the Holder's election to exchange Trust Securities for a portion of the Debentures held by the Property Trustee and the "Applicable Property Trustee shall, upon receipt of such notice, deliver to the Conversion Ratio," respectively, and are subject Agent the appropriate principal amount of Debentures for exchange in accordance with this Section. The Conversion Agent shall thereupon notify the Sponsor of the Holder's election to adjustment under certain circumstancesconvert such Debentures into shares of Common Stock. If a Security is called for redemption, the conversion right will terminate Holders of Trust Securities at the close of business on a Distribution payment record date will be entitled to receive the Business Day immediately preceding Distribution paid on such Trust Securities on the corresponding Redemption Date, unless Distribution Date notwithstanding 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 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, of such Trust Securities following such record date but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Distribution Date. In such eventExcept as provided above, such Securityneither the Trust nor the Sponsor will make, when surrendered for conversionor be required to make, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stock.payment, allowance or ad-

Conversion. The Subject to the next two succeeding sentences, a Holder of any a Security has may convert it into Common Stock of the right, exercisable Company at any time prior to 5:00 p.m.before the close of business on February 16, New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the 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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances2021. If a the Security is called for redemption, the conversion right will terminate Holder may convert it at any time before the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless . A Security in respect of which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the option of such Holder to require the Company defaults to purchase such Security may be converted only if such notice of exercise is withdrawn in making accordance with the terms of the Indenture. The Conversion Rate is 8.224 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. 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 notice of redemption). Securities surrendered for conversion must be accompanied by payment due upon redemptionof an amount equal to the interest in lieu of Original Issue Discount with respect thereto 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 conversion facsimile of such notice) and deliver such notice substantially in to the form attached heretoConversion Agent, (2) surrender the Security to a the Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar Conversion Agent, the Company or Conversion Agent the Trustee and (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 A Holder surrenders may convert a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security if the Principal Amount at Maturity of such portion is determined by dividing the principal amount $1,000 or an integral multiple of the Security converted by the Applicable Conversion Price in effect on the Conversion Date$1,000. No fractional shares will be issued upon conversion but a cash 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 outstanding principal amount 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 any Security shall be reduced by 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 portion Sale Price at the Time of Determination; and distributions to such holders of assets or debt securities of the principal amount thereof converted 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 shares Common Stock may be changed into a right to convert it into securities, cash or other assets of Capital Stockthe Company or another person.

Conversion. The Subject to the provisions of Article 10 of the Indenture, a Holder of any a Security has the right, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to may convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) such Security into shares of Capital Stock at the 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 Common Stock of the Company). The conversion ratio and equivalent conversion price Company if any of the conditions specified in effect at any time are known as paragraphs (a) through (f) of Section 10.01 of the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectivelyIndenture is satisfied; provided, and are subject to adjustment under certain circumstances. If a however, that if such Security is called for redemption, the conversion right will terminate at the close of business on the second Business Day immediately preceding before the corresponding Redemption Date, redemption date of such Security (unless the Company defaults shall default in making the redemption payment due upon redemption. To convert a Securitywhen due, a Holder must (1) complete and sign a in which case the 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 right shall terminate at the close of business on the Regular Record Date for the payment of an installment of interest date such Default is cured and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Dateis redeemed). In such eventThe initial conversion price is $29.16 per share, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal subject to adjustment under certain circumstances as described in the interest payable on such Interest Payment Date on Indenture (the portion so converted"Conversion Price"). The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. In the event of a conversion of a Security, the Company has the option to deliver the Cash Conversion Price to the Holder of the Security surrendered for such conversion as provided in Section 10.02 of the Indenture. Upon conversion, no adjustment for interest (including Contingent Interest, if any), or dividends will be made. No fractional shares will be issued upon conversion but a cash adjustment conversion; in lieu thereof, an amount will be made paid in cash based upon the current market price (as defined in the Indenture) of the Common Stock on the last Trading Day prior to the date of conversion. To convert a Security, a Holder must (a) complete and sign the conversion notice set forth below and deliver such notice to the Conversion Agent, (b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (d) pay any transfer or similar tax, if required and (e) if the Security is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary's book-entry conversion programs. If a Holder surrenders a Security for any fractional interest. The outstanding conversion between the record date for the payment of an installment of interest and the next interest payment date, the Security must be accompanied by payment of an amount equal to the interest (including Contingent Interest and Liquidated Damages, if any), payable on such interest payment date on the principal amount of any the Security or portion thereof then converted; provided, however, that no such payment shall be reduced by required if such Security has been called for redemption on a redemption date within the period between and including such record date and such interest payment date, or if such Security is surrendered for conversion on the interest payment date. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. A Security in respect of which a Holder has delivered a Purchase Notice or a Change of Control Purchase Notice exercising the principal amount thereof option of such Holder to require the Company to repurchase such Security as provided in Section 3.08 or Section 3.09, respectively, of the Indenture may be converted into shares only if such notice of Capital Stockexercise is withdrawn as provided above and in accordance with the terms of the Indenture.

Conversion. The A Holder of a Note may convert such Note (or any Security has portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof). The initial Conversion Price is $[•](1) per share of the rightCompany’s Common Stock and is subject to adjustment as provided in the Indenture. To convert a Note, exercisable at any time a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent and the Conversion Agent shall have received such notice, on or prior to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the 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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in 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 heretosuch date, (2b) surrender the Security Notes to a be converted to the Conversion AgentAgent as soon as practicable on or following such date (or an indemnification undertaking with respect to any such Notes in the case of its loss, theft or destruction, (3c) furnish appropriate endorsements or and transfer documents if required by the Security a Registrar or a Conversion Agent Agent, and (4d) pay any transfer or similar tax, if required. Upon conversion, no adjustment A Holder may convert a portion of a Note equal to $1,000 or payment will be made any integral multiple thereof. (1) Insert amount equal to 135% of the arithmetic average of the Weighted Average Price of the Common Stock for interest or dividends, but if the five (5) consecutive Trading Days immediately preceding the execution of the Securities Purchase Agreement. For any Holder surrenders a Security for conversion Interest Payment Date occurring after the close of business fourth semi-annual Interest Payment Date due on the Regular September 30, 2009, if a Note is converted on or after a Record Date for the an interest payment of an installment of interest and but prior to the opening of business on the next corresponding Interest Payment Date, thenthe Holder will be required to pay the Company, notwithstanding at the time it surrenders such Note for conversion, the interest payable amount of Interest on such Notes it will receive on the Interest Payment Date corresponding to the period commencing on such conversion date and ending on such Interest Payment Date will be paid Date. Notwithstanding the foregoing, if a Note is converted prior to payment of the fourth semi-annual interest payment due on September 30, 2009, and (i) if the Holder indicates that the applicable Conversion Amount shall not include any Interest Make-Whole, then such Holder shall receive, in addition to the registered Holder Company’s Common Stock (or other securities or assets as provided in the Indenture) issuable upon such conversion, in cash the LC Amount applicable to such Note or portion of such Security on Note, and (ii) if the Holder indicates that the applicable Conversion Amount shall include the Interest Make-Whole, then the Letter of Credit shall be deduced by the LC Amount applicable to such Regular Record DateNote or portion of such Note. In A Note in respect of which a Holder had delivered an “Option of Holder to Elect Purchase” form exercising the option of such event, Holder to require the Company to purchase such Security, when surrendered for conversion, need not Note pursuant to an Excess Proceeds Offer or a Change of Control Offer may be accompanied by payment of an amount equal to converted only if such form is withdrawn in accordance with 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 terms of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital StockIndenture.

Conversion. The Holder of any Security Lender has the right, exercisable at any time prior to 5:00 p.m.after the Effective Date, New York City time, on March 15, 2030at its election, to convert all or part of the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) Note Amount into shares of Capital Stock at the initial conversation rate of 0.73 fully paid and non-assessable 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 common stock of the CompanyBorrower (the “Common Stock”). The conversion ratio and equivalent conversion price in effect at any time are known as shall be $0.013 per share of Common Stock (the "Applicable “Conversion Price" and ”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the "Applicable dollar conversion amount divided by the Conversion Ratio," respectivelyPrice. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and are subject to adjustment under certain circumstancesall conversions shall be cashless and not require further payment from the Lender. If a Security no objection is called for redemptiondelivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion right will terminate at and waived any objection thereto. The Borrower shall deliver the close shares of business on Common Stock from any conversion to the Business Day immediately preceding Lender (in any name directed by the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1Lender) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, within three (3) furnish appropriate endorsements business days of Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or transfer documents if required by are effectively registered under 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 conversionSecurities Act, the interest payable on such Interest Payment Date will be paid Borrower shall cause its transfer agent to electronically issue the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of a Security is determined by dividing the principal amount any subsidiary of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 of the principal amount thereof converted into shares of Capital StockNote is hereby deleted in its entirety.

Conversion. The Holder of any Security 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 thereof (or any portion 104 102 6 thereof that is an integral multiple of $27) into shares of Capital Stock at the 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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in 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 to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stock.

Conversion. The A Holder of any a Security has may convert such Security ----------- into shares of common stock of the right, exercisable Company at any time prior to 5:00 p.m.after _______________ and before the close of business on July 14, New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the 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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances2009. If a the Security is called for redemption, the conversion right will terminate Holder may convert it at any time before the close of business on the Business Day immediately preceding date fixed for such redemption. The initial conversion price is $11.00 per share, subject to adjustment in certain events. To determine the corresponding Redemption Datenumber of shares issuable upon conversion of a Security, unless divide the principal amount to be converted by the conversion price in effect on the conversion date. The Company will deliver a check for any fractional share. In connection with a call for redemption, the Company defaults may arrange for a purchaser to fund the redemption price of Securities which Holders do not elect to convert or which the Company has refused to convert as provided in making paragraph 7 and to convert said Securities for the payment due upon redemptionaccount of the purchaser. To convert a Security, a Holder must (1l) complete and sign a the conversion notice substantially in on the form attached heretoback of the Security, (2) surrender the Security to a the Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, tax if required. Upon conversion, no No payment or adjustment or payment will is to be made on conversion for interest accrued hereon or dividendsfor dividends on shares of common stock issued on conversion provided, but however, that if any Holder surrenders a Security is surrendered for conversion after the close of business on the Regular Record Date record date for the a payment of an installment of interest and prior to on or before the opening of business on the next Interest Payment Dateinterest payment date, then, notwithstanding such conversion, the interest payable on falling due to such Interest Payment Date interest payment date will be paid to the Person in whose name the Security is registered Holder at the close of such Security business on such Regular Record Date. In such event, such Security, when record date and any Security surrendered for conversion, need not conversion during the period from the close of business on any regular record date to the opening of business on the corresponding interest payment date must be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the interest payment date. A Holder may convert a portion so converted. The number of shares issuable upon conversion of a Security if the portion is determined by dividing the $1,000 principal amount or an integral multiple thereof. 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 Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of common stock may be changed into a right to convert it into securities, cash or other assets of the Company or another Person. The Company and the Registrar may refuse to register the transfer of any Debenture, and the Company and the Conversion Agent may refuse to permit the conversion of any Debenture, if, pursuant to Article V of the Company's Articles of Incorporation, as amended, the Board of Directors or its designee shall determine in good faith that the effect of the transfer would be to (i) jeopardize the continued qualification of the Company as a real estate investment trust under the Code or (ii) result in one person becoming the beneficial owner of Capital StockStock of the Company in excess of the limits prescribed in Article V. The Company will furnish a copy of said Article V and of other applicable provisions of its Articles of Incorporation relating to certain restrictions on transfer of its shares of common stock and on Company rights to redeem shares of common stock to any Holder upon request and without charge.

Conversion. The Subject to and upon compliance with the provisions of the Indenture, the Holder of any Security hereof has the right, exercisable at any time prior its option, to convert each $1,000 principal amount of this Note at the times specified in the Indenture, based on an initial Conversion Rate of 20.0000 shares of Class A Common Stock per $1,000 principal amount of Notes, as the same may be adjusted pursuant to the terms of the Indenture. As specified in the Indenture, upon conversion, the Company settle such conversion, at its election, pursuant to Physical Settlement, Cash Settlement or Combination Settlement. If and only to the extent Holders elect to convert the Notes in connection with a Non-Stock Change of Control, the Company will increase the Conversion Rate applicable to such converting Notes in accordance with the Indenture. If this Note (or portion hereof) is surrendered for conversion after 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the 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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in 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 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 Interest Payment Date but prior to the opening of business on the next applicable Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not it shall be accompanied by payment payment, in immediately available funds or other funds acceptable to the Company, of an amount equal to the interest otherwise payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount being converted; provided that no such payment need be made (i) with respect to conversions after 5:00 p.m., New York City time, on the Regular Record Date immediately preceding the Maturity Date; (ii) if the Company has specified a Fundamental Change Repurchase Date that is after such Regular Record Date and on or prior to such Interest Payment Date; and (iii) with respect to any overdue interest, if overdue interest exists at the time of conversion with respect to such Notes. Accrued and unpaid interest, if any, to the Conversion Date is deemed to be paid in full upon receipt of the Security converted by the Applicable Conversion Price in effect on the Conversion DateSettlement Consideration rather than cancelled, extinguished or forfeited. No fractional shares will be issued upon any conversion of Notes, but a an adjustment and payment in cash adjustment will be made for any fractional interest. The outstanding principal amount made, as provided in the Indenture, in respect of any Security shall fraction of a share which would otherwise be reduced by issuable upon the portion surrender of any Note or Notes for conversion. A Note in respect of which a Holder is exercising its right to require repurchase may be converted only if such Holder validly withdraws its election to exercise such right to require repurchase in accordance with the terms of the principal amount thereof converted into shares of Capital StockIndenture.

Conversion. The Holder holder of any Security Note has the right, exercisable at any time after the Issuance Date and prior to 5:00 p.m., the close of business (New York City time, ) on March 15, 2030the Business Day immediately preceding the date of the Note's maturity, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27100) into shares of Capital Common Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price Conversion Price of $37 5.00 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectivelyshare, and are subject to adjustment under certain circumstances. If , except that if a Security Note is called for redemption, the conversion right will terminate at the close of business (New York City time) on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon date fixed for redemption. To convert a SecurityNote, a Holder holder must (1) complete and sign a conversion notice of election to convert substantially in the form attached heretoset forth below, (2) surrender the Security Note 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 Noteholder surrenders a Security Note for conversion after the close of business on the Regular Record Date record date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Dateinterest payment date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date interest payment date will be paid to the registered Holder holder of such Security Note on such Regular Record Daterecord date. In such event, unless such SecuritySecurity has been called for redemption on or prior to such interest payment date, such Note, when surrendered for conversion, need not 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 Security Note is determined by dividing the principal amount of the Security Note converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount A Note in respect of any Security shall which a holder has delivered an "Option of Noteholder to Elect Purchase" form appearing below exercising the option of such holder to require the Company to purchase such Note may be reduced by converted only if the portion notice of exercise is withdrawn as provided above and in accordance with the terms of the principal amount 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 converted into shares of Capital Stockcontained in the Indenture.

Conversion. The Holder of any Security Convertible Debenture has the right, exercisable at any time prior to on or before 5:00 p.m., p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, on March 15, 2030whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $2725) into fully paid and nonassessable shares of Capital Sun Common Stock of the Company at the an initial conversation conversion rate of 0.73 1.2419 shares of Capital Sun Common Stock for each $27 25 in aggregate principal amount of Securities Convertible Debentures (equivalent equal to a conversion price of $37 20.13 per share of Capital Stock of the CompanySun Common Stock). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults circumstances as set forth in making the payment due upon redemption. To convert a Security, a Holder must (1) complete Section 1303 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 registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted1304. The number of shares issuable upon conversion of a Security Convertible Debenture is determined by dividing the principal amount of the Security Convertible Debenture converted by the Applicable Conversion Price conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Capital Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust.

Conversion. The Subject to the terms and conditions of the Indenture, a Holder may convert each of any Security has its Securities into shares of Common Stock at an initial conversion rate of 74.0741 shares per $1,000 Principal Amount of Securities (the right“Conversion Rate”), exercisable at any time prior to 5:00 p.m.the close of business on April 14, New York City time, on March 15, 2030, 2011. The Conversion Rate in effect at any given time is subject to adjustment. A Holder may convert fewer than all of such ▇▇▇▇▇▇’s Securities so long as the principal amount thereof (or any portion 104 thereof that is Securities converted are an integral multiple of $27) into shares 1,000 principal amount. Accrued and unpaid interest and Liquidated Damages, if any, will be deemed paid in full rather than canceled, extinguished or forfeited; provided, that if this Security shall be surrendered for conversion during the period from close of Capital Stock at business on any Record Date for the initial conversation rate payment 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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at interest through the close of business on the Business Day immediately next preceding 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 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 following Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not (or portion thereof being converted) must be accompanied by payment of an amount amount, in funds acceptable to the Company, equal to the interest payable on such Interest Payment Date on the portion so Principal Amount being converted. The number ; provided, however, that no such payment shall be required if there shall exist at the time of shares issuable upon conversion a default in the payment of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect interest on the Conversion DateSecurities. 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 In addition, to the extent the Holder elects to convert this Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital StockCommon Stock in connection with a transaction that constitutes a Fundamental Change that occurs on or prior to April 15, 2011, pursuant to which 10% or more of the consideration for the Common Stock (other than cash payments for fractional shares) in such Fundamental 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 will increase the Conversion Rate for any Securities surrendered for conversion as set forth in Section 11.08 of the Indenture. [INCLUDE IF SECURITY IS A GLOBAL SECURITY — In the event of a deposit or withdrawal of an interest in this Security, including an exchange, transfer, repurchase or conversion of this Security in part only, the Trustee, as custodian of the Depositary, shall make an adjustment on its records to reflect such deposit or withdrawal in accordance with the rules and procedures of the Depositary.] 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. The A Holder of any a Security has may convert such Security into shares of common stock of the rightCompany commencing 180 days after December 19, exercisable 1997 and thereafter at any time prior to 5:00 p.m.maturity, New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the 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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstancesthe following provisions of this Section 7. If a the Security is called for redemption, the conversion right will terminate Holder may convert it at any time before the close of business on the Business Day immediately preceding date fixed for such redemption. The initial conversion price is $28.75 per share, subject to adjustment in certain events. In the corresponding Redemption Date, unless 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 defaults does not have sufficient authorized shares of Common Stock to satisfy such conversion, such conversion shall not be permitted, in making which event the payment due upon redemptionHolder will have the right to require the Company to repurchase this Security for an amount payable in cash equal to the principal amount of this Security plus accrued interest. The Company has agreed to 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 To convert a Security, a Holder must (1) complete and sign a the conversion notice substantially in on the form attached hereto, back of the Security; (2) surrender the Security to a the Conversion Agent, ; (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or Conversion Agent Agent; and (4) pay any transfer or similar tax, tax if required. Upon conversion, no No payment or adjustment or payment will is to be made on conversion for interest accrued hereon or dividendsfor dividends on shares of common stock issued on conversion; provided, but however, that if any Holder surrenders a Security is surrendered for conversion after the close of business on the Regular Record Date record date for the a payment of an installment of interest and prior to on or before the opening of business on the next Interest Payment Dateinterest payment date, then, notwithstanding such conversion, the interest payable on falling due to such Interest Payment Date interest payment date will be paid to the Person in whose name the Security is registered Holder at the close of such Security business on such Regular Record Date. In such event, such Security, when record date and any Security surrendered for conversion, need not conversion during the period from the close of business on any regular record payment date to the opening of business on the corresponding interest payment date must be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on interest payment date. A Holder may convert a portion of a Security if the portion so convertedis $1,000 principal amount or an integral multiple thereof. The To determine the number of shares issuable upon conversion of a Security is determined by dividing Security, divide the principal amount of the Security to be converted by the Applicable Conversion Price conversion price in effect on the Conversion Dateconversion date. No fractional shares The Company will be issued upon conversion but deliver a cash adjustment will be made check for any fractional interestshare. The outstanding principal amount If the Company is a party to a consolidation or merger or a transfer or lease of any all or substantially all of its assets, the right to convert a Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stockcommon stock may be changed into a right to convert it into securities, cash or other assets of the Company or another Person.

Conversion. The Holder of any Security has the rightBorrower, exercisable at when not in Default, and any time prior after having made regular payments for one month or more, may convert this adjustable rate mortgage to 5:00 p.m.any closed, New York City time, on March 15, 2030, fixed rate mortgage that is available for a similar mortgage offered by the Lender at the time the request to convert is received. This conversion option is subject to the principal amount thereof (following restrictions: The term of the fixed rate mortgage chosen must be equal to or any portion 104 thereof that is an integral multiple greater than the remaining term of $27) into shares of Capital Stock this adjustable rate mortgage at the initial conversation time this conversion option is exercised. The fixed rate will be the rate the Lender then quotes for the term so chosen by the Borrower under this option. The Lender may require all Borrowers and guarantors to sign a mortgage conversion or amending agreement, which will contain all the terms and conditions of 0.73 shares the mortgage option selected. Or, at the Lender's sole option, a written request to convert, signed by all Borrowers and Guarantors will be accepted, and be binding on all signing parties, in lieu thereof. The remaining amortization period at the date of Capital Stock conversion will remain unchanged from this adjustable rate mortgage and will be used to calculate the loan payment amount on the fixed rate mortgage. The new interest rate will begin on the first or second scheduled payment date following conversion, whichever the Lender decides, in its sole discretion. The Lender will not charge an administration fee for each $27 converting this Mortgage. However, the Borrower must pay to the Lender any applicable administration and processing fees and any interest that results from a change in aggregate principal amount the frequency of Securities (equivalent the regular loan payments. The Borrower must also pay all legal expenses related to the conversion documents and their registration, if applicable. If the required fees and expenses are not paid, the Lender may declare the Borrower in default on the Mortgage, or add such fees and expenses to the Mortgage money or both. Once this conversion option has been exercised and this Mortgage has been converted, all the features and benefits of this Mortgage will be rescinded and the features and benefits of the new Mortgage will take effect whether or not a conversion price or amending agreement is signed by, or delivered to, the Borrower. The exercising of $37 per share of Capital Stock this conversion option will not affect any of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment Borrower's obligations under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in 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 to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stockthis Mortgage.

Conversion. The Holder Each Offered Security will be convertible into freely tradeable Units at the option of any the holder of an Offered Security has the right, exercisable at any time after the Initial Maturity Date and prior to 5:00 p.m.p.m. (Toronto time) on the earlier of the Final Maturity Date and the date specified by the Fund for redemption of the Offered Securities, New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the 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 18.00 per share Unit, being a conversion rate of Capital Stock approximately 55.5556 Units per $1,000 principal amount of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectivelyOffered Securities, and are subject to adjustment under in certain circumstancesevents. If a Security is called Holders converting their Offered Securities will receive accrued and unpaid interest on such Offered Securities for redemptionthe period from the last interest payment date (or the date of issue of the Offered Securities if there has not yet been an interest payment date) to, but excluding, the conversion right date of conversion. Notwithstanding the foregoing, no Offered Security may be converted during the five Business Days preceding June 30 and December 31 in each year as the registers of the Debenture Trustee will terminate at be closed during such periods. In the close of business on event that the Business Day immediately preceding 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 Fund converts to a corporation (a “Continuing Corporation”) pursuant to the conversion of the Fund from an income trust structure to a publicly-traded Corporation (a “Conversion AgentTransaction”), (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 adjustments will be made to the terms of the conversion privilege as set forth in the Trust Indenture. Among other things, these adjustments will be necessary to reflect the fact that, in connection with the Conversion Transaction, Unitholders will receive securities of the Continuing Corporation in exchange or otherwise as consideration or in substitution for interest or dividendsUnits. More specifically, but if any Holder surrenders following completion of a Security for conversion after Conversion Transaction, Offered Securities will be convertible into the close kind and number of business on securities of the Regular Record Date for Continuing Corporation which a holder of Offered Securities would have been entitled to receive had it been a holder of the payment number of an installment of interest and Units into which the Offered Securities were convertible prior to the opening effective date of business on the next Interest Payment DateConversion Transaction. In addition, then, notwithstanding such conversionin connection with a Conversion Transaction, the interest payable on such Interest Payment Date Offered Securities will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount become obligations of the Security converted by Continuing Corporation having substantially the Applicable Conversion Price in effect on same terms as 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 Offered Securities, without the consent of any Security shall be reduced by the portion holders of the principal amount thereof converted into shares of Capital StockOffered Securities.

Conversion. The Holder Holders of any Security has Trust Securities, subject to the limitations set forth in this Section, shall have the right, exercisable at any time prior their option, to 5:00 p.m., New York City timecause the Conversion Agent to convert Trust Securities, on March 15behalf of the converting Holders, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Common Stock in the manner described herein on and subject to the following terms and conditions: (i) The Trust Securities will be convertible into fully paid and nonassessable shares of Common Stock pursuant to the Holder's direction to the Conversion Agent to exchange such Trust Securities for a portion of the Debentures having a principal amount equal to the aggregate Liquidation Amount of such Trust Securities, and immediately convert such amount of Debentures into fully paid and nonassessable shares of Common Stock at the an initial conversation rate of 0.73 ________ shares of Capital Common Stock for each $27 in aggregate principal amount of Securities Trust Security (which is equivalent to a conversion price of approximately $ _____ per $37 per share 10 principal amount of Capital Stock Debentures), subject to all of the Companyadjustments with respect to the conversion price of the Debentures, as set forth in the Indenture (as so adjusted, "Conversion Price"). (ii) In order to convert Trust Securities into Common Stock, the Holder of such Trust Securities shall submit to the Conversion Agent an irrevocable Notice of Conversion to convert Trust Securities on behalf of such Holder, together with such certificates. The Notice of Conversion shall (i) set forth the number of Trust Securities to be converted and the name or names, if other than the Holder, in which the shares of Common Stock should be issued and (ii) direct the Conversion Agent (a) to exchange such Trust Securities for a portion of the Debentures held by the Property Trustee (at the rate of exchange specified in the preceding paragraph) and (b) to immediately convert such Debentures, on behalf of such Holder, into Common Stock (at the conversion rate specified in the preceding paragraph). The Conversion Agent shall notify the Property Trustee in writing of the Holder's election to exchange Trust Securities for a portion of the Debentures held by the Property Trustee and the Property Trustee shall, upon receipt of such written notice, deliver to the Conversion Agent the appropriate principal amount of Debentures for exchange in accordance with this Section. The Conversion Agent shall thereupon notify the Depositor of the Holder's election to convert such Debentures into shares of Common Stock. Holders of Trust Securities at the close of business on a Distribution payment record date will be entitled to receive the Distribution paid on such Trust Securities on the corresponding Distribution Date notwithstanding the conversion ratio of such Trust Securities on or following such record date but prior to such Distribution Date. Except as provided above, neither the Trust nor the Depositor will make, or be required to make, any payment, allowance or adjustment upon any conversion on account of any accumulated and equivalent unpaid Distributions whether or not in arrears accrued on the Trust Securities surrendered for conversion, or on account of any accumulated and unpaid dividends on the shares of Common Stock issued upon such conversion. Trust Securities submitted for conversion price prior to the expiration of conversion rights as provided in effect at any time are known Section 4.3(iii) shall be deemed to have been converted immediately prior to the close of business on the day on which an irrevocable Notice of Conversion relating to such Trust Securities is received by the Conversion Agent in accordance with the foregoing provision (the "Conversion Date"). The Person or Persons entitled to receive the Common Stock issuable upon conversion of the Debentures shall be treated for all purposes as the "Applicable record holder or holders of such Common Stock on the date of conversion. As promptly as practicable on or after the Conversion Price" Date, the Depositor shall issue and deliver at the office of the Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same, unless otherwise directed by the Holder in the notice of conversion and the "Applicable Conversion Ratio," respectively, Agent shall distribute such certificate or certificates to such Person or Persons. (iii) The conversion rights of holders of the Debentures and are subject to adjustment under certain circumstances. If a Security is called for redemption, the corresponding conversion right will terminate rights of Holders of Trust Securities shall expire at the close of business on the Business Day immediately preceding date set for redemption of the corresponding Redemption DateTrust Securities upon the mandatory or optional redemption of the Debentures. (iv) Each Holder of a Trust Security by its acceptance thereof initially appoints the Property Trustee, unless the Company defaults not in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a its individual capacity but solely as conversion notice substantially in the form attached heretoagent, (2) surrender the Security to a "Conversion Agent") for the purpose of effecting the conversion of Trust Securities in accordance with this Section. In effecting the conversion and transactions described in this Section, the Conversion Agent shall be acting as agent of the Holders of Trust Securities directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (3i) furnish appropriate endorsements or transfer documents if required to exchange Trust Securities from time to time for Debentures held by the Security Registrar Trust in connection with the conversion of such Trust Securities in accordance with this Section and (ii) to convert all or a portion of the Debentures into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Section and to deliver to the Property Trustee any new Debenture or Debentures for any resulting unconverted principal amount delivered to the Conversion Agent and by the Debenture Trustee. (4v) pay any transfer or similar tax, if required. Upon No fractional shares of Common Stock will be issued as a result of conversion, no adjustment or payment will be made for but, in lieu thereof, such fractional 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 in cash by the Depositor to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of Conversion Agent in an amount equal to the interest payable on Current Market Price of the fractional share of the Common Stock, and the Conversion Agent will in turn make such Interest Payment Date on payment to the portion Holder or Holders of Trust Securities so converted. The number of shares issuable upon conversion of a Security is determined by dividing . (vi) Nothing in this Section 4.3 shall limit the principal amount requirement of the Security converted by Trust to withhold taxes pursuant to the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion terms of the principal amount thereof converted into shares Trust Securities or as set forth in this Trust Agreement or otherwise required of Capital Stockthe Property Trustee or the Trust to pay any amounts on account of such withholdings.

Conversion. The Subject to and in compliance with the provisions of the Indenture, the Holder of any Security has the right, exercisable at any time prior to 5:00 p.m., the close of business (New York City time) on the date of the Security's maturity (or, in the case of Securities called for redemption, prior to the close of business on March 15, 2030the Business Day prior to the corresponding Redemption Date), to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $2722) into shares of Capital Fleetwood Common Stock at the 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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectivelyFleetwood Common Stock, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in 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 to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder Trust (which will distribute such interest to the holder of such Security the applicable Trust Securities at the close of business on such Regular Record Daterecord 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 issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Common Stock.

Conversion. The Holder of any Security has This Warrant may be converted by the rightholder hereof, exercisable at any time prior to 5:00 p.m.in whole or in part, New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the 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 Common Stock, during normal business hours on any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding on or prior to the corresponding Redemption Expiration Date, unless by surrender of this Warrant to the Company defaults in making the payment due upon redemption. To convert a Securityat its office maintained pursuant to Section 10.2(a) hereof, a Holder must (1) complete and sign accompanied by a conversion notice in substantially in the form attached heretoto this Warrant (or a reasonable facsimile thereof) duly executed by such holder, and such holder shall thereupon be entitled to receive a number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (2or Other Securities) surrender the Security to a Conversion Agent, equal to: (3i) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and an amount equal to: (4a) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to (x) the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable of Common Stock (or Other Securities) determined as provided in Sections 2 and 3 hereof which such holder would be entitled to receive upon exercise of this Warrant for the number of shares of Common Stock designated in such conversion notice multiplied by (y) the [for Parent Warrants: Current Market Price (or, if such shares are converted in connection with a Company Sale (as defined in the Purchase Agreement), the Market Price)] [for Subsidiary Warrants and IPO Valuation Warrants: Market Price] on the date of conversion of a Security is determined by dividing each such share of Common Stock (or such Other Securities) so receivable upon such exercise minus (b) an amount equal to (x) the principal amount number of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital StockCommon Stock (without giving effect to any adjustment thereof) designated in such conversion notice multiplied by (y) the Initial Warrant Price divided by (ii) [for Parent Warrants: such Current Market Price (or, if such shares are converted in connection with a Company Sale (as defined in the Purchase Agreement), the Market Price)][for Subsidiary Warrants and IPO Valuation Warrants: such Market Price] of each such share of Common Stock (or Other Securities).

Conversion. The Holder (a) Holders of any Security has Series D Convertible Preferred Shares shall have the right, exercisable at any time prior and from time to 5:00 p.m., New York City time, on March 15, 2030except in the case of the Series D Convertible Preferred Shares called for redemption as set forth below, to convert the principal amount thereof (all or any portion 104 thereof that is an integral multiple of $27) such Series D Convertible Preferred Shares into shares of Capital Stock Common Shares at [the 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 and ratio determined by the provisions of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as ▇▇▇▇▇ Articles Supplementary designating the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively▇▇▇▇▇ Series A Convertible Preferred Shares], and are subject to adjustment under certain circumstancesas described below. If a Security is In the case of Series D Convertible Preferred Shares called for redemption, the conversion right rights will terminate expire at the close of business on the Business Day immediately last business day preceding the corresponding Redemption Date, unless . Notice of redemption at the Company defaults option of the Trust must be mailed not less than 30 days and not more than 60 days prior to the Redemption Date as provided in making the payment due upon redemption. To convert a Security, a Holder must (1Section 13.4(4)(c) 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 requiredhereof. Upon conversion, no adjustment or payment will be made for interest or dividendsdistributions, but if any Holder holder surrenders a Security Series D Convertible Preferred Shares for conversion after the close of business on the Regular Record Date record date for the payment of an installment of interest a distribution and prior to the opening of business on the next Interest Payment Daterelated distribution payment date, then, notwithstanding such conversion, the interest distribution payable on such Interest Payment Date distribution payment date will be paid to the registered Holder holder of such Security shares on such Regular Record Datedistribution record date. In such event, such Securityshares, when surrendered for conversionconversion during the period between the close of business on any distribution record date and the opening of business on the corresponding distribution payment date, need not must be accompanied by payment of an amount equal to the interest distribution payable on such Interest Payment Date distribution payment date on the portion shares so convertedconverted (unless such shares were converted after the issuance of a notice of redemption with respect to such shares, in which event such shares shall be entitled to the distribution payable thereon on such distribution payment date without making such payment). (b) Any holder of one or more Series D Convertible Preferred Shares electing to convert such share or shares shall deliver the certificate or certificates therefor to the principal office of any transfer agent for the Common Shares, with the form of notice of election to convert as the Trust shall prescribe fully completed and duly executed and (if so required by the Trust or any conversion agent) accompanied by instruments of transfer in form satisfactory to the Trust and to any conversion agent, duly executed by the registered holder or his duly authorized attorney, and transfer taxes, stamps or funds therefor or evidence of payment thereof if required pursuant to Section 13.4(7)(a) or 13.4(7)(d) hereof. The conversion right with respect to any such shares shall be deemed to have been exercised at the date upon which the certificates therefor accompanied by such duly executed notice of election and instruments of transfer and such taxes, stamps, funds or evidence of payment shall have been so delivered, and the person or persons entitled to receive the shares of the Common Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of the Common Shares upon said date. (c) No fractional Common Share or scrip representing a fractional share shall be issued upon conversion of Series D Convertible Preferred Shares. If more than one Series D Convertible Preferred Share shall be surrendered for conversion at one time by the same holder, the number of shares full Common Shares which shall be issuable upon conversion thereof shall be computed on the basis of the aggregate number of Series D Convertible Preferred Shares so surrendered. Instead of any fractional Common Share which would otherwise be issuable upon conversion of any Series D Convertible Preferred Shares, the Trust shall pay a Security is determined by dividing cash adjustment in respect of such fraction in an amount equal to the same fraction of the closing price for the Common Shares on the last trading day preceding the date of conversion. The closing price for such day shall be the last reported sales price regular way or, in case no such reported sale takes place on such date, the average of the reported closing bid and asked prices regular way, in either case on the New York Stock Exchange, or if the Common Shares are not listed or admitted to trading on such Exchange, on the principal national securities exchange on which the Common Shares are listed or admitted to trading or, if not listed or admitted to trading on any national securities exchange, the closing sale price of the Common Shares or in case no reported sale takes place, the average of the closing bid and asked prices, on NASDAQ or any comparable system. If the Common Shares are not quoted on NASDAQ or any comparable system, the Board of Trustees shall in good faith determine the current market price on the basis of such quotation as it considers appropriate. (d) If a holder converts Series D Convertible Preferred Shares, the Trust shall pay any documentary, stamp or similar issue or transfer tax due on the issuance of Common Shares upon the conversion. The holder, however, shall pay to the Trust the amount of any tax which is due (or shall establish to the Security converted satisfaction of the Trust payment thereof) if the shares are to be issued in a name other than the name of such holder and shall pay to the Trust any amount required by the Applicable Conversion Price in effect on last sentence of Section 13.4(7)(a) hereof. (e) The Trust shall reserve and shall at all times have reserved out of its authorized but unissued Common Shares a sufficient number of Common Shares to permit the Conversion Dateconversion of the then outstanding Series D Convertible Preferred Shares. No fractional shares will All Common Shares which may be issued upon conversion but of Series D Convertible Preferred Shares shall be validly issued, fully paid and nonassessable, and not subject to preemptive or other similar rights. In order that the Trust may issue Common Shares upon conversion of Series D Convertible Preferred Shares, the Trust will endeavor to comply with all applicable Federal and State securities laws and will endeavor to list such Common Shares to be issued upon conversion on each securities exchange on which the Common Shares are listed. (f) The conversion rate in effect at any time shall be subject to adjustment from time to time as follows: (i) In case the Trust shall (1) pay or make a cash adjustment will distribution in Common Shares to holders of the Common Shares, (2) reclassify the outstanding Common Shares into shares of some other class or series of shares, (3) subdivide the outstanding Common Shares into a greater number of Common Shares or (4) combine the outstanding Common Shares into a smaller number of Common Shares, the conversion rate immediately prior to such action shall be made for any fractional interest. The outstanding principal amount adjusted so that the holder of any Security Series D Convertible Preferred Shares thereafter surrendered for conversion shall be reduced entitled to receive the number of Common Shares which he would have owned immediately following such action had such Series D Convertible Preferred Shares been converted immediately prior thereto. An adjustment made pursuant to this Section 13.4(7)(f)(i) shall become effective immediately after the record date in the case of a distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. (ii) In case the Trust shall issue rights or warrants to all holders of the Common Shares entitling them to subscribe for or purchase Common Shares (or securities convertible into Common Shares) at a price per share less than the current market price (as determined pursuant to Section 13.4(7)(f)(iv)) of the Common Shares on such record date, the number of Common Shares into which each Series D Convertible Preferred Share shall be convertible shall be adjusted so that the same shall be equal to the number determined by multiplying the number of Common Shares into which such Series D Convertible Preferred Share was convertible immediately prior to such record date by a fraction of which the numerator shall be the number of Common Shares outstanding on such record date plus the number of additional Common Shares offered (or into which the convertible securities so offered are convertible), and of which the denominator shall be the number of Common Shares outstanding on such record date, plus the number of Common Shares which the aggregate offering price of the additional Common Shares offered (or into which the convertible securities so offered are convertible) would purchase at such current market price. Such adjustments shall become effective immediately after such record date for the determination of the holders of the Common Shares entitled to receive such distribution. For purposes of this subsection (ii), the number of Common Shares at any time outstanding shall not include Common Shares held in the treasury of the Trust. (iii) In case the Trust shall distribute to all holders of the Common Shares any class of shares of beneficial interest other than the Common Shares, evidences of indebtedness or assets of the Trust (other than cash distributions out of current or retained earnings), or shall distribute to all holders of the Common Shares rights or warrants to subscribe for securities (other than those referred to in Section 13.4(7)(f)(ii)), then in each such case the number of Common Shares into which each Series D Convertible Preferred Share shall be convertible shall be adjusted so that the same shall equal the number determined by multiplying the number of Common Shares into which such Series D Convertible Preferred Share was convertible immediately prior to the date of such distribution by a fraction of which the numerator shall be the current market price (determined as provided in Section 13.4(7)(f)(iv)) of the Common Shares on the record date mentioned below, and of which the denominator shall be such current market price of the Common Shares, less the then fair market value (as determined by the Board of Trustees, whose determination shall be conclusive evidence of such fair market value) of the portion of the securities or assets so distributed or of such subscription rights or warrants applicable to one Common Share. Such adjustment shall become effective immediately after the record date for the determination of the holders of the Common Shares entitled to receive such distribution. Notwithstanding the foregoing, in the event that the Trust shall distribute rights or warrants (other than those referred to in Section 13.4(7)(f)(ii)) ("Rights") pro rata to holders of the Common Shares, the Trust may, in lieu of making any adjustment pursuant to this Section 13.4(7)(f)(iii), make proper provision so that each holder of a Series D Convertible Preferred Share who converts such share after the record date for such distribution and prior to the expiration or redemption of the Rights shall be entitled to receive upon such conversion, in addition to the Common Shares issuable upon such conversion (the "Conversion Shares"), a number of Rights to be determined as follows: (1) if such conversion occurs on or prior to the date for the distribution to the holders of Rights of separate certificates evidencing such Rights (the "Distribution Date"), the same number of Rights to which a holder of a number of Common Shares equal to the number of Conversion Shares is entitled at the time of such conversion in accordance with the terms and provisions of and applicable to the Rights; and (2) if such conversion occurs after the Distribution Date, the same number of Rights to which a holder of the number of Common Shares into which a Series D Convertible Preferred Share so converted was convertible immediately prior to the Distribution Date would have been entitled on the Distribution Date in accordance with the terms and provisions of and applicable to the Rights. (iv) The current market price per share of the Common Shares on any date shall be deemed to be the average of the daily closing prices for thirty consecutive trading days commencing forty-five trading days before the date in question. The closing price for each day shall be the last reported sales price regular way or, in case no such reported sale takes place on such date, the average of the reported closing bid and asked prices regular way, in either case on the New York Stock Exchange, or if the Common Shares are not listed or admitted to trading on such Exchange, on the principal amount thereof national securities exchange on which the Common Shares are listed or admitted to trading or, if not listed or admitted to trading on any national securities exchange, the closing sale price of the Common Shares or, in case no reported sale takes place, the average of the closing bid and asked prices, on NASDAQ or any comparable system, or if the Common Shares are not quoted on NASDAQ or any comparable system, the closing sale price or, in case no reported sale takes place, the average of the closing bid and asked prices, as furnished by any two members of the National Association of Securities Dealers, Inc. selected from time to time by the Trust for that purpose. (v) In any case in which this Section 13.4(7) shall require that an adjustment be made immediately following a record date, the Trust may elect to defer (but only until five business days following the mailing of the notice described in Section 13.4(7)(j)) issuing to the holder of any Series D Convertible Preferred Shares converted into after such record date the Common Shares and other shares of Capital Stockbeneficial interest of the Trust issuable upon such conversion over and above the Common Shares and other shares of beneficial interest of the Trust issuable upon such conversion only on the basis of the conversion rate prior to adjustment; and, in lieu of the shares the issuance of which is so deferred, the Trust shall issue or cause its transfer agents to issue appropriate evidence of the right to receive such shares. (g) No adjustment in the conversion rate shall be required until cumulative adjustments result in a change of 1% or more of the conversion price as in effect prior to the last adjustment of the conversion rate; provided, however, that any adjustment which by reason of this Section 13.4(7)(g) is not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 13.4(7) shall be made to the nearest cent ($.01) or to the nearest one-hundredth (1/100) of a share, as the case may be. No adjustment to the conversion rate shall be made for cash dividends. (h) In the event that, as a result of an adjustment made pursuant to Section 13.4(7)(f), the holder of any Series D Convertible Preferred Shares thereafter surrendered for conversion shall become entitled to receive any shares of beneficial interest of the Trust other than Common Shares, thereafter the number of such other shares so receivable upon conversion of any Series D Convertible Preferred Shares shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Shares contained in this Section 13.4(7). (i) The Trust may make such increases in the conversion rate, in addition to those required by Sections 13.4(7)(f)(i), (ii) and (iii), as is considered to be advisable in order that any event treated for Federal income tax purposes as a distribution of shares or share rights shall not be taxable to the recipients thereof. (j) Whenever the conversion rate is adjusted, the Trust shall promptly mail to all holders of record of Series D Convertible Preferred Shares a notice of the adjustment and shall cause to be prepared a certificate signed by a principal financial officer of the Trust setting forth the adjusted conversion rate and a brief statement of the facts requiring such adjustment and the computation thereof; such certificate shall forthwith be filed with each transfer agent for the Series D Convertible Preferred Shares. (k) In the event that: (1) the Trust takes any action which would require an adjustment in the conversion rate, (2) the Trust consolidates or merges with, or transfers all or substantially all of its assets to, another corporation and shareholders of the Trust must approve the transaction, or (3) there is a

Conversion. The Subject to and in compliance with the provisions of the Indenture, the Holder of any Security has the right, exercisable at any time prior to 5:00 p.m., the close of business (New York City time) on the date of the Security's maturity (or, in the case of Securities called for redemption, prior to the close of business on March 15, 2030the Business Day prior to the corresponding Redemption Date), to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $2750) into shares of Capital Fleetwood Common Stock at the 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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectivelyFleetwood Common Stock, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in 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 to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder Trust (which will distribute such interest to the holder of such Security the applicable Trust Securities at the close of business on such Regular Record Daterecord 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 issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Common Stock.

Conversion. The At any time after May 30, 2001, Holders may surrender Securities for conversion into shares of Common Stock on a conversion date if, as of such conversion date, the Quoted Price (as defined in the Indenture) of the Common Stock for at least 20 trading days in the 30 trading day period ending on the trading day prior to the conversion date is more than 110% of the conversion price per share of Common Stock on such conversion date. In addition, a Holder may surrender for conversion a Security which has been called for redemption pursuant to paragraph 5 hereof, even if the foregoing provisions has not been satisfied, and such Securities may be surrendered for conversion until the close of any Security has business on the day that is two Business Days prior to the Redemption Date. In the event that the Company declares a dividend or distribution described in Section 11.7 of the Indenture, or a dividend or distribution described in Section 11.8 of the Indenture where the fair market value of such dividend or distribution per share of Common Stock, as determined in the Indenture exceeds 15% of the current Market Price of the Common Stock as of the Trading Day immediately prior to the date of declaration, the Securities may be surrendered for conversion beginning on the date the Company gives notice to the Holders of such right, exercisable which shall be not less than 20 days prior to the ex-dividend time for such dividend or distribution and Securities may be surrendered for conversion at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the 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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at thereafter until the close of business on the Business Day immediately preceding 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 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 ex- dividend time or until the Company announces that such distribution will not take place. Finally, in the event that the Company is a party to a consolidation, merger, transfer or lease of business on all or substantially all of its assets or a merger which reclassifies or changes its Common Stock pursuant to which the next Interest Payment DateCommon Stock would be converted into cash, then, notwithstanding such conversionsecurities or other assets as set forth in Section 11.17 of the Indenture, the interest payable on Securities may be surrendered for conversion at any time from or after the date the Company announces as the anticipated effective time until 15 days after the actual date of such Interest Payment Date will be paid transaction (assuming, in a case in which the Company's stockholders may exercise rights of election, that a Holder of Securities would not have exercised any rights of election as to the registered Holder stock, other securities or other property or assets receiveable in connection therewith and received per share the kind and amount received per share by plurality of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so convertednonelecting shares). The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security to be converted by the Applicable Conversion Price conversion price in effect on the Conversion Dateconversion date, and rounding the result to the nearest 1/l00th of a share, with 500/1,000 of a share to be rounded up. No fractional shares Upon conversion, no payment or adjustment for accrued interest on a converted Security (other than the payment of interest to the Holder of a Security at the close of business on a record date pursuant to paragraph 2 hereof) or for dividends or distributions on the Common Stock will be issued upon conversion but made. The Company will deliver a cash adjustment will be made check for any fractional interestshare issuable upon conversion. A Security in respect of which a Holder has delivered a Purchase Notice or Change of Control Purchase Notice exercising the option of such Holder to required the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The outstanding principal amount initial conversion price is $65.1843 per share of Common Stock (expressed as such after giving effect to a two-for-one split of the Common Stock effective on May 30, 2001), subject to adjustment in certain events described in the Indenture. A Holder which surrenders Securities for conversion will receive a check in lieu of any fractional shares of Common Stock. To convert a Security, a Holder must (1) complete and sign the conversion notice on the reverse of the Security, (2) surrender the Security to the Conversion Agent, (3) furnish the appropriate endorsements and transfer documents if required by the Registrar or Conversion Agent, and (4) pay any tax or duty which may be payable in respect of any transfer involving the issue or delivery of Common Stock in the name of a Person other than the Holder thereof. A Holder may convert a portion of a Security if the portion is $1,000 or an integral multiple of $1,000. The conversion price will be adjusted for the issuance of capital stock of the Company as a dividend or distribution on its Common Stock; subdivisions, combinations or certain reclassifications of Common Stock; distributions to all holders of Common Stock of rights or warrants to purchase Common Stock at less than the current market price at the time; distributions to such holders of Common 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 Common Stock; or for payments to holders of Common Stock pursuant to certain tender or exchange offers as provided in the Indenture. No adjustment in the conversion price will be required unless such adjustment would require a change of at least 1% in the conversion price then in effect; provided that any adjustment that would otherwise be required to be made shall be reduced by the portion carried forward and taken into account in any subsequent adjustment. However, no adjustment need be made if Securityholders are entitled to participate in certain of the principal amount thereof converted above transactions or in certain other cases. The Company from time to time may voluntarily reduce the conversion price for a period of at least 20 days. If the Company 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 Common Stock, the right to convert a Security into shares Common Stock may be changed into a right to convert it into securities, cash or other assets of Capital Stockthe Company or another person.

Conversion. (a) The Holder holder of any this Security has the right, exercisable is entitled at any time prior to 5:00 p.m.on or after January 20, New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the 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 2000 and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at before the close of business on January 20, 2004 (or, in case this Security or a portion hereof is called for redemption or the Business Day immediately preceding holder hereof has exercised its right to require the corresponding Redemption DateCompany to repurchase this Security or a portion hereof, then in respect of this Security or such portion hereof, as the case may be, until and including, but (unless the Company defaults in making the payment due upon redemption. To convert a Securityredemption or repurchase, a Holder must (1as the case may be) complete and sign a conversion notice substantially in the form attached heretonot after, (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 redemption date or the Repurchase Date, as the case may be) to convert this Security (or any portion of the principal amount hereof that is an integral multiple of $1,000), into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock of the Company at the rate of 55.56 shares of Common Stock for each $1,000 principal amount of Security (or at the current adjusted rate if an adjustment has been made as provided below) (the "Conversion Rate") by surrender of this Security, duly endorsed or assigned to the Company or in blank to the Company at the Designated Office, accompanied by written notice to the Company that the holder hereof elects to convert this Security (or if less than the entire principal amount hereof is to be converted, specifying the portion hereof to be converted). Upon surrender of this Security for conversion, the holder will be entitled to receive the interest accruing on the principal amount of this Security then being converted from the interest payment date next preceding the date of such conversion to such date of conversion. No payment or adjustment is to be made on conversion for dividends on the Common Stock issued on conversion hereof. No fractions of shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional interest, the Company shall pay a cash adjustment, computed on the basis of the Closing Price of the Common Stock on the date of conversion, or, at its option, the Company shall round up to the next higher whole share. This Security shall be deemed to have been converted immediately prior to the close of business on the day of surrender hereof for conversion, in accordance with the foregoing provisions, and at such time the rights of the holder hereof, as a holder hereof, shall cease, and the Person or Persons entitled to receive the Common Stock issuable on conversion shall be treated by all Persons as the holder or holders of such Common Stock at such time. Upon any partial conversion of this Security, the Company, at its expense, will forthwith issue and deliver to, or upon the order of the holder hereof, a new Convertible Note or Convertible Notes in principal amount equal to the unconverted principal amount of such surrendered Convertible Note, such new Convertible Note or Convertible Notes to be dated and to bear interest from the date to which interest has been paid on such surrendered Convertible Note. As promptly as possible after the conversion of this Security, in whole or in part, and in any event within ten (10) days thereafter, the Company, at its expense, will issue and deliver a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion. (b) The Conversion Rate shall be subject to adjustments from time to time as follows: (1) In case the Company shall pay or make a dividend or other distribution on any class of capital stock of the Company payable in shares of Common Stock, the Conversion Rate in effect at the opening of business on the day following the Determination Date for such dividend or other distribution shall be increased by dividing such Conversion Rate by a fraction of which the payment numerator shall be the number of an installment shares of interest Common Stock outstanding at the close of business on such Determination Date and the denominator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such increase to become effective immediately after the opening of business on the day following such Determination Date. For the purposes of this paragraph (1), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. The Company will not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Company. (2) Subject to the last sentence of paragraph (7) of this Section 2(b), in case the Company shall issue rights, options, warrants or convertible securities entitling the holders thereof to subscribe for or purchase shares of Common Stock at a price per share less than the current market price per share (determined as provided in paragraph (8) of this Section 2(b)) of the Common Stock on the Determination Date for such distribution, the Conversion Rate in effect at the opening of business on the day following such Determination Date, shall be increased by dividing such Conversion Rate by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on such Determination Date plus the number of shares of Common Stock which the aggregate amount received by the Company upon the issuance of such rights, options, warrants or convertible securities plus the aggregate amount receivable by the Company upon the exercise or conversion of such rights, options, warrants or convertible securities would purchase at such current market price and the denominator shall be the number of shares of Common Stock outstanding at the close of business on such Determination Date plus the number of shares of Common Stock so offered for subscription or purchase, such increase to become effective immediately after the opening of business on the day following such Determination Date provided, that no such adjustment need to be made in the case of the granting by the Company to employees or directors of the Company or consultants to the Company of Common Stock and/or options to purchase Common Stock and the issuance of Common Stock upon the exercise of such options. For the purposes of this paragraph (2), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. The Company will not issue any rights, options, warrants or convertible securities in respect of shares of Common Stock held in the treasury of the Company. (3) In case outstanding shares of Common Stock shall each be subdivided into a greater number of shares of Common Stock, the Conversion Rate in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately increased, and, conversely, in case outstanding shares of Common Stock shall each be combined into a smaller number of shares of Common Stock, the Conversion Rate in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately reduced, such increase or reduction, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective. (4) Subject to the last sentence of paragraph (7) of this Section 2(b), in case the Company shall, by dividend or otherwise, distribute evidences of its indebtedness, shares of any class of capital stock, or other property (including securities, but excluding (i) any rights, options, warrants or convertible security referred to in paragraph (2) of this Section 2(b) (ii) any dividend or distribution paid exclusively in cash, (iii) any dividend or distribution referred to in paragraph (1) of this Section 2(b) and (iv) any merger or consolidation to which Section 2(h) applies), the Conversion Rate shall be adjusted so that the same shall equal the rate determined by dividing the Conversion Rate in effect immediately prior to the close of business on the Determination Date for such distribution by a fraction of which the numerator shall be the current market price per share (determined as provided in paragraph (8) of this Section 2(b)) of the Common Stock on such Determination Date less the then fair market value (as determined in good faith by the Board of Directors of the Company) of the portion of the assets, shares or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator shall be such current market price per share of the Common Stock, such adjustment to become effective immediately prior to the opening of business on the next Interest Payment Dateday following such Determination Date provided, that no such adjustment need be made in the case of an underwritten public offering of Common Stock in which the shares of Common Stock are sold to the public at a price per share equal to or in excess of 95% of the market price per share of the Common Stock as of the date of the pricing of such underwritten public offering. If the Board of Directors determines the fair market value of any distribution for purposes of this paragraph (4) by reference to the actual or when issued trading market for any securities comprising such distribution, it must in doing so consider the prices in such market over the same period used in computing the current market price per share pursuant to paragraph (8) of this Section 2(b). (5) In case the Company shall, by dividend or otherwise, make a Cash Distribution, then, notwithstanding and in each such conversioncase, immediately after the close of business on the Determination Date for such Cash Distribution, the interest payable Conversion Rate shall be adjusted so that the same shall equal the rate determined by dividing the Conversion Rate in effect immediately prior to the close of business on such Interest Payment Determination Date will by a fraction (a) the numerator of which shall be paid equal to the registered Holder current market price per share (determined as provided in paragraph (8) of such Security this Section 2(b)) of the Common Stock on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of Determination Date less an amount equal to the interest payable on quotient of (1) the amount of such Interest Payment Date on Cash Distribution divided by (2) the portion so converted. The number of shares issuable upon conversion of a Security Common Stock outstanding on such Determination Date and (b) the denominator of which shall be equal to the current market price per share (determined as provided in paragraph (8) of this Section 2(b)) of the Common Stock on such Determination Date. (6) In case the Company or any Subsidiary shall make an Excess Purchase Payment, then, and in each such case, immediately prior to the opening of business on the day after the tender offer in respect of which such Excess Purchase Payment is to be made expires, the Conversion Rate shall be adjusted so that the same shall equal the rate determined by dividing the principal amount Conversion Rate in effect immediately prior to the close of business on the Determination Date for such tender offer by a fraction (a) the numerator of which shall be equal to the current market price per share (determined as provided in paragraph (8) of this Section 2(b)) of the Security converted Common Stock on such Determination Date less an amount equal to the quotient of (A) the Excess Purchase Payment divided by (B) the number of shares of Common Stock outstanding (including any tendered shares) as of the Determination Date less the number of all shares validly tendered and not withdrawn as of the Determination Date and (b) the denominator of which shall be equal to the current market price per share (determined as provided in paragraph (8) of this Section 2(b)) of the Common Stock as of such Determination Date. (7) The reclassification of Common Stock into securities other than Common Stock (other than any reclassification upon a consolidation or merger to which Section 2(h) applies) shall be deemed to involve (a) a distribution of such securities other than Common Stock to all holders of Common Stock (and the effective date of such reclassification shall be deemed to be the Determination Date), and (b) a subdivision or combination, as the case may be, of the number of shares of Common Stock outstanding immediately prior to such reclassification into the number of shares of Common Stock outstanding immediately thereafter (and the effective date of such reclassification shall be deemed to be "the day upon which such subdivision becomes effective" or "the day upon which such combination becomes effective", as the case may be, and "the day upon which such subdivision or combination becomes effective" within the meaning of paragraph (3) of this Section 2(b)). Rights, options, warrants or convertible securities issued by the Applicable Conversion Price Company entitling the holders thereof to subscribe for or purchase shares of Common Stock, which rights, options, warrants or convertible securities (i) are deemed to be transferred with such shares of Common Stock, (ii) are not exercisable and (iii) are also issued in effect respect of future issuances of Common Stock, in each case in clauses (i) through (iii) until the occurrence of a specified event or events ("Trigger Event"), shall for purposes of this Section 2(b) not be deemed issued until the occurrence of the earliest Trigger Event. (8) Except as otherwise provided in the last sentence of this subsection (8) of Section 2(b) for the purpose of any computation under paragraphs (2), (4), (5) or (6) of this Section 2(b) the current market price per share of Common Stock on any date shall be calculated by the Company and be deemed to be the average of the daily Closing Prices for the five (5) consecutive Trading Days selected by the Company commencing not more than ten (10) Trading Days before, and ending not later than, the earlier of the day in question and the day before the "ex date" with respect to the issuance or distribution requiring such computation. For purposes of this paragraph, the term "ex date", when used with respect to any issuance or distribution, means the first date on which the Common Stock trades regular way in the applicable securities market or on the applicable securities exchange without the right to receive such issuance or distribution. The current market price with respect to any option issued to any employee or director of the Company or consultant to the Company shall be the fair market value on the date of grant determined by reference to the market price on the day of the grant of such option or to the market price at the close of business on the Trading Day immediately preceding such grant. (9) No adjustment in the Conversion Date. No fractional shares will Rate shall be issued upon conversion but a cash required unless such adjustment will (plus any adjustments not previously made by reason of this paragraph (9)) would require an increase or decrease of at least one percent in such rate; provided, however, that any adjustments which by reason of this paragraph (9) are not required to be made for any fractional interest. The outstanding principal amount of any Security shall be reduced carried forward and taken into account in any subsequent adjustment. All calculations under this Section 2 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. (10) The Company may make such increases in the Conversion Rate, for the remaining term of the Securities or any shorter term, in addition to those required by paragraphs (1), (2), (3), (4), (5) and (6) of this Section 2(b) as it considers to be advisable in order to avoid or diminish any income tax to any holders of shares of Common Stock resulting from any dividend or distribution of stock or issuance of rights, options, warrants or convertible securities to purchase or subscribe for stock or from any event treated as such for income tax purposes. (c) Whenever the Conversion Rate is adjusted as provided in Section 2(b), the Company shall compute the adjusted Conversion Rate in accordance with Section 2(b) and shall prepare a certificate (the "Conversion Rate Certificate") signed by the portion Senior Financial Officer of the principal amount thereof converted into shares Company setting forth the adjusted Conversion Rate and showing in reasonable detail the facts upon which such adjustment is based, and shall promptly deliver such certificate to the holder of Capital Stock.this Security. If the holders of the Conve

Conversion. The Holder of any Security has Holders shall have the right, exercisable right at any time prior to 5:00 p.m., p.m. (New York City time) on the second Business Day immediately preceding the date of repayment of such Trust Securities, whether at maturity or upon redemption (either at the option of the Depositor or pursuant to a Tax Event), at their option, to cause the Conversion Agent to convert Trust Securities, on March 15behalf of the converting Holders, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital the Common Stock in the manner described herein on and subject to the following terms and conditions: (a) The Trust Securities shall be convertible at the initial conversation rate office of 0.73 the Conversion Agent into fully paid and nonassessable shares of Capital Common Stock pursuant to the Holder's direction to the Conversion Agent to exchange such Trust Securities for each a portion of the Debentures theretofore held by the Trust on the basis of one Trust Security per $27 in aggregate 50 principal amount of Securities Debentures, and immediately convert such amount of Debentures into fully paid and nonassessable shares of Common Stock at an initial conversion rate of 6.7125 shares of Common Stock per $50 principal amount of Debentures (which is equivalent to a conversion price of $37 7.4488 per share of Capital Stock Common Stock, subject to certain adjustments set forth in the terms of the CompanyDebentures (as so adjusted, "Conversion Price")). The conversion ratio and equivalent conversion price in effect at any time are known Notwithstanding the foregoing, no holder of Preferred Securities that is subject to the restrictions of Section 4 of the Bank Holding Company Act of 1956, as amended (the "Applicable Conversion Price" and BHCA") (a "BHCA Person"), shall have the "Applicable Conversion Ratio," respectivelyright to convert any Preferred Securities if, and are subject after giving effect to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in 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 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 BHCA Person, its affiliates and transferees would own or be paid deemed to own shares of Common Stock in excess of either the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The maximum number of shares issuable upon of Common Stock which the BHCA Person is permitted to own under the BHCA and the regulations of the Board of Governors of the Federal Reserve thereunder or such lower number as the relevant BHCA Person may have requested in writing to the Conversion Agent. No BHCA Person shall have the right to assign or transfer its Preferred Securities (other than to an Affiliate) unless such Preferred Securities are assigned or transferred (i) to the public in an offering registered under the Securities Act, (ii) in a transaction pursuant to Rule 144 or 144A under the Securities Act in which no person acquires Preferred Securities convertible into more than 2% of the outstanding Common Stock, (iii) in a single transaction to a third party who acquires a majority of the Common Stock without regard to the conversion of any Preferred Securities so transferred or (iv) in any other manner permitted under the BHCA. The Conversion Agent may rely on the representation of the relevant BHCA Person that a transfer has been made in the foregoing manner. (b) In order to convert Trust Securities into Common Stock, the Holder shall submit to the Conversion Agent an irrevocable request to convert Trust Securities on behalf of such Holder (the "Conversion Request"), together, if the Trust Securities are in certificated form, with such Trust Security is determined Certificates. The Conversion Request shall: (i) set forth the number of Trust Securities to be converted and the name or names, if other than the Holder, in which the shares of Common Stock should be issued; and (ii) direct the Conversion Agent (A) to exchange such Trust Securities for a portion of the Debentures held by dividing the Trust (at the rate of exchange specified in Section 4.3(a)) and (B) to immediately convert such Debentures on behalf of such Holder into Common Stock (at the Conversion Price specified in Section 4.3(a)). The Conversion Agent shall notify the Trust of the Holder's election to exchange Trust Securities for a portion of the Debentures held by the Trust and the Property Trustee on behalf of the Trust shall, upon receipt of such notice, deliver to the Conversion Agent the appropriate principal amount of the Security converted by the Applicable Conversion Price Debentures for exchange in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stockaccordance with this Section 4.

Conversion. The A Holder of any Security has a Debenture may convert such Debenture into shares of Common Stock of the right, exercisable Company at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to convert maturity; provided that if the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the 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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security Debenture is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, Date for such Debenture (unless the Company defaults shall default in making the redemption payment due when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Debenture is redeemed); provided, further, that if the -------- ------- Holder of a Debenture presents such Debenture for redemption prior to the close of business on the Redemption Date for such Debenture the right of conversion shall terminate upon redemptionpresentation of the Debenture to the Trustee (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate on the close of business on the date such default is cured and such Debenture is redeemed). The initial conversion pConversion Price is $3.50 per share, subject to adjustment under certain circumstances. The number of shares issuable upon conversion of a Debenture is determined by dividing the principal amount converted by the conversion pConversion Price in effect on the conversion 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 conversion pConversion Price of the Common Stock on the last trading day prior to the date of conversion. To convert a SecurityDebenture, a Holder must (1a) complete and manually sign a the conversion notice substantially in attached hereto and deliver such notice to the form attached hereto, (2) surrender the Security to a Conversion Agent, (3b) surrender the Debenture to the Conversion Agent, (c) furnish appropriate endorsements or transfer documents if required by the Security Registrar or the Conversion Agent Agent, (d) execute any investment letters or other documents required by the Company, and (4e) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any If a Holder surrenders a Security Debenture for conversion after between the close of business on the Regular Record Date 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 conversioninterest payment date, the amount of interest payable on such Interest Payment Date interest payment date will be paid the amount accrued to the registered Holder date of such Security conversion on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion DateDebenture or portion thereof then converted. No fractional shares will be issued upon conversion but A Holder may convert a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stocka Debenture equal to $1,000 or any integral multiple thereof.

Conversion. The A Holder of any a Security has may convert such Security into shares of common stock of the rightCompany commencing 180 days after[December , exercisable 1997] and thereafter at any time prior to 5:00 p.m.maturity, New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the 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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstancesthe following provisions of this Section 7. If a the Security is called for redemption, the conversion right will terminate Holder may convert it at any time before the close of business on the Business Day immediately preceding date fixed for such redemption. The initial conversion price is $[ ] per share, subject to adjustment in certain events. In the corresponding Redemption Date, unless 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 defaults does not have sufficient authorized shares of Common Stock to satisfy such conversion, such conversion shall not be permitted, in making which event the payment due holder will have the right to require the Company to repurchase this Security for an amount payable in cash equal to the principal amount of this Security plus accrued interest. The Company has agreed to 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 redemptionconversion of any Security or Other Debentures or upon the exercise of stock options. To convert a Security, a Holder must (1) complete and sign a the conversion notice substantially in on the form attached heretoback of the Security, (2) surrender the Security to a the Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, tax if required. Upon conversion, no No payment or adjustment or payment will is to be made on conversion for interest accrued hereon or dividendsfor dividends on shares of common stock issued on conversion; provided, but however, that if any Holder surrenders a Security is surrendered for conversion after the close of business on the Regular Record Date record date for the a payment of an installment of interest and prior to on or before the opening of business on the next Interest Payment Dateinterest payment date, then, notwithstanding such conversion, the interest payable on falling due to such Interest Payment Date interest payment date will be paid to the Person in whose name the Security is registered Holder at the close of such Security business on such Regular Record Date. In such event, such Security, when record date and any Security surrendered for conversion, need not conversion during the period from the close of business on any regular record payment date to the opening of business on the corresponding interest payment date must be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on interest payment date. A Holder may convert a portion of a Security if the portion so convertedis $1,000 principal amount or an integral multiple thereof. The To determine the number of shares issuable upon conversion of a Security is determined by dividing Security, divide the principal amount of the Security to be converted by the Applicable Conversion Price conversion price in effect on the Conversion Dateconversion date. No fractional shares The Company will be issued upon conversion but deliver a cash adjustment will be made check for any fractional interestshare. The outstanding principal amount If the Company is a party to a consolidation or merger or a transfer or lease of any all or substantially all of its assets, the right to convert a Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stockcommon stock may be changed into a right to convert it into securities, cash or other assets of the Company or another Person.

Conversion. (a) The Holder holder of any this Security has the right, exercisable is entitled at any time prior to 5:00 p.m.on or after January 20, New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the 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 2000 and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at before the close of business on January 20, 2004 (or, in case this Security or a portion hereof is called for redemption or the Business Day immediately preceding holder hereof has exercised its right to require the corresponding Redemption DateCompany to repurchase this Security or a portion hereof, then in respect of this Security or such portion hereof, as the case may be, until and including, but (unless the Company defaults in making the payment due upon redemption. To convert a Securityredemption or repurchase, a Holder must (1as the case may be) complete and sign a conversion notice substantially in the form attached heretonot after, (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 redemption date or the Repurchase Date, as the case may be) to convert this Security (or any portion of the principal amount hereof that is an integral multiple of $1,000), into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock of the Company at the rate of 55.56 shares of Common Stock for each $1,000 principal amount of Security (or at the current adjusted rate if an adjustment has been made as provided below) (the "Conversion Rate") by surrender of this Security, duly endorsed or assigned to the Company or in blank to the Company at the Designated Office, accompanied by written notice to the Company that the holder hereof elects to convert this Security (or if less than the entire principal amount hereof is to be converted, specifying the portion hereof to be converted). Upon surrender of this Security for conversion, the holder will be entitled to receive the interest accruing on the principal amount of this Security then being converted from the interest payment date next preceding the date of such conversion to such date of conversion. No payment or adjustment is to be made on conversion for dividends on the Common Stock issued on conversion hereof. No fractions of shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional interest, the Company shall pay a cash adjustment, computed on the basis of the Closing Price of the Common Stock on the date of conversion, or, at its option, the Company shall round up to the next higher whole share. This Security shall be deemed to have been converted immediately prior to the close of business on the day of surrender hereof for conversion, in accordance with the foregoing provisions, and at such time the rights of the holder hereof, as a holder hereof, shall cease, and the Person or Persons entitled to receive the Common Stock issuable on conversion shall be treated by all Persons as the holder or holders of such Common Stock at such time. Upon any partial conversion of this Security, the Company, at its expense, will forthwith issue and deliver to, or upon the order of the holder hereof, a new Convertible Note or Convertible Notes in principal amount equal to the unconverted principal amount of such surrendered Convertible Note, such new Convertible Note or Convertible Notes to be dated and to bear interest from the date to which interest has been paid on such surrendered Convertible Note. As promptly as possible after the conversion of this Security, in whole or in part, and in any event within ten (10) days thereafter, the Company, at its expense, will issue and deliver a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion. (b) The Conversion Rate shall be subject to adjustments from time to time as follows: (1) In case the Company shall pay or make a dividend or other distribution on any class of capital stock of the Company payable in shares of Common Stock, the Conversion Rate in effect at the opening of business on the day following the Determination Date for such dividend or other distribution shall be increased by dividing such Conversion Rate by a fraction of which the payment numerator shall be the number of an installment shares of interest Common Stock outstanding at the close of business on such Determination Date and the denominator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such increase to become effective immediately after the opening of business on the day following such Determination Date. For the purposes of this paragraph (1), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. The Company will not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Company. (2) Subject to the last sentence of paragraph (7) of this Section 2(b), in case the Company shall issue rights, options, warrants or convertible securities entitling the holders thereof to subscribe for or purchase shares of Common Stock at a price per share less than the current market price per share (determined as provided in paragraph (8) of this Section 2(b)) of the Common Stock on the Determination Date for such distribution, the Conversion Rate in effect at the opening of business on the day following such Determination Date, shall be increased by dividing such Conversion Rate by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on such Determination Date plus the number of shares of Common Stock which the aggregate amount received by the Company upon the issuance of such rights, options, warrants or convertible securities plus the aggregate amount receivable by the Company upon the exercise or conversion of such rights, options, warrants or convertible securities would purchase at such current market price and the denominator shall be the number of shares of Common Stock outstanding at the close of business on such Determination Date plus the number of shares of Common Stock so offered for subscription or purchase, such increase to become effective immediately after the opening of business on the day following such Determination Date provided, that no such adjustment need to be made in the case of the granting by the Company to employees or directors of the Company or consultants to the Company of Common Stock and/or options to purchase Common Stock and the issuance of Common Stock upon the exercise of such options. For the purposes of this paragraph (2), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. The Company will not issue any rights, options, warrants or convertible securities in respect of shares of Common Stock held in the treasury of the Company. (3) In case outstanding shares of Common Stock shall each be subdivided into a greater number of shares of Common Stock, the Conversion Rate in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately increased, and, conversely, in case outstanding shares of Common Stock shall each be combined into a smaller number of shares of Common Stock, the Conversion Rate in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately reduced, such increase or reduction, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective. (4) Subject to the last sentence of paragraph (7) of this Section 2(b), in case the Company shall, by dividend or otherwise, distribute evidences of its indebtedness, shares of any class of capital stock, or other property (including securities, but excluding (i) any rights, options, warrants or convertible security referred to in paragraph (2) of this Section 2(b) (ii) any dividend or distribution paid exclusively in cash, (iii) any dividend or distribution referred to in paragraph (1) of this Section 2(b) and (iv) any merger or consolidation to which Section 2(h) applies), the Conversion Rate shall be adjusted so that the same shall equal the rate determined by dividing the Conversion Rate in effect immediately prior to the close of business on the Determination Date for such distribution by a fraction of which the numerator shall be the current market price per share (determined as provided in paragraph (8) of this Section 2(b)) of the Common Stock on such Determination Date less the then fair market value (as determined in good faith by the Board of Directors of the Company) of the portion of the assets, shares or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator shall be such current market price per share of the Common Stock, such adjustment to become effective immediately prior to the opening of business on the next Interest Payment Dateday following such Determination Date provided, that no such adjustment need be made in the case of an underwritten public offering of Common Stock in which the shares of Common Stock are sold to the public at a price per share equal to or in excess of 95 % of the market price per share of the Common Stock as of the date of the pricing of such underwritten public offering. If the Board of Directors determines the fair market value of any distribution for purposes of this paragraph (4) by reference to the actual or when issued trading market for any securities comprising such distribution, it must in doing so consider the prices in such market over the same period used in computing the current market price per share pursuant to paragraph (8) of this Section 2(b). (5) In case the Company shall, by dividend or otherwise, make a Cash Distribution, then, notwithstanding and in each such conversioncase, immediately after the close of business on the Determination Date for such Cash Distribution, the interest payable Conversion Rate shall be adjusted so that the same shall equal the rate determined by dividing the Conversion Rate in effect immediately prior to the close of business on such Interest Payment Determination Date will by a fraction (a) the numerator of which shall be paid equal to the registered Holder current market price per share (determined as provided in paragraph (8) of such Security this Section 2(b)) of the Common Stock on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of Determination Date less an amount equal to the interest payable on quotient of (1) the amount of such Interest Payment Date on Cash Distribution divided by (2) the portion so converted. The number of shares issuable upon conversion of a Security Common Stock outstanding on such Determination Date and (b) the denominator of which shall be equal to the current market price per share (determined as provided in paragraph (8) of this Section 2(b)) of the Common Stock on such Determination Date. (6) In case the Company or any Subsidiary shall make an Excess Purchase Payment, then, and in each such case, immediately prior to the opening of business on the day after the tender offer in respect of which such Excess Purchase Payment is to be made expires, the Conversion Rate shall be adjusted so that the same shall equal the rate determined by dividing the principal amount Conversion Rate in effect immediately prior to the close of business on the Determination Date for such tender offer by a fraction (a) the numerator of which shall be equal to the current market price per share (determined as provided in paragraph (8) of this Section 2(b)) of the Security converted Common Stock on such Determination Date less an amount equal to the quotient of (A) the Excess Purchase Payment divided by (B) the number of shares of Common Stock outstanding (including any tendered shares) as of the Determination Date less the number of all shares validly tendered and not withdrawn as of the Determination Date and (b) the denominator of which shall be equal to the current market price per share (determined as provided in paragraph (8) of this Section 2(b)) of the Common Stock as of such Determination Date. (7) The reclassification of Common Stock into securities other than Common Stock (other than any reclassification upon a consolidation or merger to which Section 2(h) applies) shall be deemed to involve (a) a distribution of such securities other than Common Stock to all holders of Common Stock (and the effective date of such reclassification shall be deemed to be the Determination Date), and (b) a subdivision or combination, as the case may be, of the number of shares of Common Stock outstanding immediately prior to such reclassification into the number of shares of Common Stock outstanding immediately thereafter (and the effective date of such reclassification shall be deemed to be "the day upon which such subdivision becomes effective" or "the day upon which such combination becomes effective", as the case may be, and "the day upon which such subdivision or combination becomes effective" within the meaning of paragraph (3) of this Section 2(b)). Rights, options, warrants or convertible securities issued by the Applicable Conversion Price Company entitling the holders thereof to subscribe for or purchase shares of Common Stock, which rights, options, warrants or convertible securities (i) are deemed to be transferred with such shares of Common Stock, (ii) are not exercisable and (iii) are also issued in effect respect of future issuances of Common Stock, in each case in clauses (i) through (iii) until the occurrence of a specified event or events ("Trigger Event"), shall for purposes of this Section 2(b) not be deemed issued until the occurrence of the earliest Trigger Event. (8) Except as otherwise provided in the last sentence of this subsection (8) of Section 2(b) for the purpose of any computation under paragraphs (2), (4), (5) or (6) of this Section 2(b) the current market price per share of Common Stock on any date shall be calculated by the Company and be deemed to be the average of the daily Closing Prices for the five (5) consecutive Trading Days selected by the Company commencing not more than ten (10) Trading Days before, and ending not later than, the earlier of the day in question and the day before the "ex date" with respect to the issuance or distribution requiring such computation. For purposes of this paragraph, the term "ex date", when used with respect to any issuance or distribution, means the first date on which the Common Stock trades regular way in the applicable securities market or on the applicable securities exchange without the right to receive such issuance or distribution. The current market price with respect to any option issued to any employee or director of the Company or consultant to the Company shall be the fair market value on the date of grant determined by reference to the market price on the day of the grant of such option or to the market price at the close of business on the Trading Day immediately preceding such grant. (9) No adjustment in the Conversion Date. No fractional shares will Rate shall be issued upon conversion but a cash required unless such adjustment will (plus any adjustments not previously made by reason of this paragraph (9)) would require an increase or decrease of at least one percent in such rate; provided, however, that any adjustments which by reason of this paragraph (9) are not required to be made for any fractional interest. The outstanding principal amount of any Security shall be reduced carried forward and taken into account in any subsequent adjustment. All calculations under this Section 2 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. (10) The Company may make such increases in the Conversion Rate, for the remaining term of the Securities or any shorter term, in addition to those required by paragraphs (1), (2), (3), (4), (5) and (6) of this Section 2(b) as it considers to be advisable in order to avoid or diminish any income tax to any holders of shares of Common Stock resulting from any dividend or distribution of stock or issuance of rights, options, warrants or convertible securities to purchase or subscribe for stock or from any event treated as such for income tax purposes. (c) Whenever the Conversion Rate is adjusted as provided in Section 2(b), the Company shall compute the adjusted Conversion Rate in accordance with Section 2(b) and shall prepare a certificate (the "Conversion Rate Certificate") signed by the portion Senior Financial Officer of the principal amount thereof converted into shares Company setting forth the adjusted Conversion Rate and showing in reasonable detail the facts upon which such adjustment is based, and shall promptly deliver such certificate to the holder of Capital Stock.this Security. If the holders of the Conv

Conversion. The Subject to and upon compliance with the provisions of the Indenture, the Holder of any Security hereof has the right, exercisable at its option, to convert each $1,000 principal amount of this Note into ADSs at an initial Conversion Rate of 25.7213 ADSs per $1,000 principal amount of Notes, as the same may be adjusted pursuant to the terms of the Indenture. The conversion right shall be suspended during any time prior Closed Period, as described in the Indenture. If and only to the extent a Holder elects to convert its Notes in connection with a transaction that constitutes a Change of Control pursuant to which 10% or more of the consideration for Ordinary Shares and/or ADSs (other than cash payments for fractional Ordinary Shares and cash payments made in respect of dissenters’ appraisal rights) in such Change of Control transaction consists of cash or securities (or other property) that are not Ordinary Shares, shares of common stock, depositary receipts or other certificates representing common equity interests traded or scheduled to be traded immediately following such Change of Control transaction on a U.S. national securities exchange, subject to certain limitations, the Conversion Rate applicable to such converting Notes shall be increased by an additional number of ADSs in accordance with the Indenture. If this Note (or portion hereof) is surrendered for conversion by a Holder during the period subsequent to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the 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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in 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 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 9:00 a.m., New York City time, on the next corresponding Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not it must be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable that has accrued and will be paid on the principal amount being converted (whether or not the converting Holder was the Holder of record on the relevant Regular Record Date); provided, however, that no such payment need be made: (a) if the Company has specified a Fundamental Change Purchase Date that falls on or after a Regular Record Date and on or prior to the corresponding Interest Payment Date and the Conversion Date for such Note occurs between such Regular Record Date and Interest Payment Date; (b) if the Company has specified a Redemption Date or a Tax Redemption Date that is after a Regular Record Date and on or prior to the portion so convertedcorresponding Interest Payment Date and the Conversion Date for such Note occurs between such Regular Record Date and Interest Payment Date; (c) if this Note has been surrendered for conversion following the Regular Record Date immediately preceding the Maturity Date; or (d) to the extent of overdue interest, if any, which exists at the time of the Conversion with respect to this Note. The number Accrued and unpaid interest (except Cap Additional Interest, if any), if any, to the Conversion Date is deemed to be paid in full by the ADSs, together with any cash payment of shares such Holder’s fractional Ordinary Shares and any Additional Amounts thereon, delivered upon conversion rather than cancelled, extinguished or forfeited. No fractional ADSs 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 an ADS which would otherwise be issuable upon conversion the surrender of any Note or Notes for conversion. A Note in respect of which a Security Holder is determined by dividing exercising its right to require purchase may be converted only if such Holder validly withdraws its election to exercise such right to require purchase in accordance with the principal amount terms of the Security converted by Indenture. Delivery of the Applicable ADSs will occur as promptly as practicable following the Conversion Price Date, but in effect no event later than 45 days or 10 days (in the case of any Conversion Date occurring on or after the last Record Date before the Redemption Date or the Maturity Date, as applicable) after the Conversion Date. No fractional shares It is expected that any newly issued ADSs will be issued upon conversion but a cash adjustment will accepted into the book-entry system maintained by DTC, and no person receiving ADSs shall receive or be made for any fractional interest. The outstanding principal amount entitled to receive physical delivery of any Security shall be reduced by ADSs, except in the portion of limited circumstances set forth in the principal amount thereof converted into shares of Capital StockDeposit Agreement.

Conversion. The Subject to and upon compliance with the provisions of the Indenture, the Holder of any Security hereof has the right, exercisable at any time prior its option, to convert each $1,000 principal amount of this Note based on an initial Conversion Rate of 82.5593 shares of Common Stock per $1,000 principal amount of Notes, as the same may be adjusted pursuant to the terms of the Indenture. As specified in the Indenture, upon conversion, the Company will deliver cash and, if applicable, Common Stock equal to the sum of the Daily Settlement Amounts for each of the 20 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 March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the 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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in 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 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 Interest Payment Date but prior to the opening of business on the next corresponding Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not it shall be accompanied by payment payment, in immediately available funds or other funds acceptable to the Company, of an amount equal to the interest otherwise payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount being converted; provided that no such payment need be made (i) with respect to conversions after 5:00 p.m., New York City time, on the Regular Record Date immediately preceding the Maturity Date; (ii) with respect to conversions in connection with a Fundamental Change if the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date; and (iii) with respect to any Defaulted Interest, if Defaulted Interest exists at the time of conversion with respect to such Notes. Accrued and unpaid interest, if any, to the Security converted Conversion Date is deemed to be paid in full by the Applicable Conversion Price in effect on the Conversion DateSettlement Amount delivered or paid rather than cancelled, extinguished or forfeited. No fractional shares of Common Stock will be issued upon any conversion of Notes, but a an adjustment and payment in cash adjustment will be made for any fractional interest. The outstanding principal amount made, as provided in the Indenture, in respect of any Security shall fraction of a share of Common Stock that would otherwise be reduced by issuable upon the portion surrender of any Note or Notes for conversion. A Note in respect of which a Holder is exercising its right to require repurchase may be converted only if such Holder validly withdraws its election to exercise such right to require repurchase in accordance with the terms of the principal amount thereof converted into shares of Capital StockIndenture.

Conversion. The Subject to the next two succeeding sentences, a Holder of any a Security has may convert it into Common Stock of the right, exercisable Company at any time prior to 5:00 p.m.before the close of business on November 1, New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the 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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances2020. If a the Security is called for redemption, the conversion right will terminate Holder may convert it at any time before the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless . A Security in respect of which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the option of such Holder to require the Company defaults to purchase such Security may be converted only if such notice of exercise is withdrawn in making accordance with the terms of the Indenture. The initial Conversion Rate is 5.7615 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 due upon redemptionof 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 conversion facsimile of such notice) and deliver such notice substantially in to the form attached heretoConversion Agent, (2) surrender the Security to a the Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar Conversion Agent, the Company or Conversion Agent the Trustee and (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 A Holder surrenders may convert a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security if the Principal Amount at Maturity of such portion is determined by dividing the principal amount $1,000 or an integral multiple of the Security converted by the Applicable Conversion Price in effect on the Conversion Date$1,000. No fractional shares will be issued upon conversion but a cash 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 outstanding principal amount 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 any Security shall be reduced by 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 portion Quoted Price at the Time of Determination; and distributions to such holders of assets or debt securities of the principal amount thereof converted 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 shares Common Stock may be changed into a right to convert it into securities, cash or other assets of Capital Stockthe Company or another person.

Conversion. The Holder of any Security has You shall have the right, exercisable at your option at any time prior to 5:00 p.m., New York City time, to elect to require the Company to convert, at a price per share equal to the Conversion Price on March 15the Conversion Date, 2030all or part of the unpaid principal of your Note into Conversion Shares. Fractional Shares of Common Stock are not to be issued upon conversion, but, in lieu thereof, the Company will pay a cash adjustment based on the Conversion 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 the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the 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 shall be made by you at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject by delivery to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making of a Conversion Notice. The Conversion Notice shall be accompanied by an executed Investment Letter of the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially holder in the form attached hereto, (2) surrender the Security to hereto as Exhibit C. Upon receipt of a Conversion AgentNotice, (3) furnish appropriate endorsements or transfer documents if required the Company will deliver the Conversion Shares to you at your offices located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and you shall tender the Note, on the Conversion Date unless another date for conversion is agreed to by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so convertedparties in writing. The number Conversion Shares are subject to Securities Laws restrictions as set forth in Section 9.1 of shares issuable this Agreement unless a current registration statement is in effect under the Securities Act. Each certificate for Conversion Shares issued upon conversion of a Security your Note, unless at the time of conversion such Conversion Shares are registered under the Securities Act, shall bear the following legend (in addition 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, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, 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 Conversion Shares issued at any time in exchange or substitution for any certificate bearing such legend (unless at that time such Conversion Shares are registered under the Securities Act) 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 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 determined by dividing the principal amount authorized to notify its transfer agent of the Security converted by status of any securities bearing the Applicable Conversion Price in effect on foregoing legend(s) and to take such other action as shall be reasonable and proper to prevent any violation of the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for Securities Act or any fractional intereststate securities laws. The outstanding principal amount of Company will issue to you a replacement Note with respect to any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stockamounts remaining due and payable to you following any conversion as provided in Section 11.6.

Conversion. The Holder On the Conversion Date, each share of any Security has Series A Convertible Preferred Stock shall automatically be converted into the rightright to receive shares of common stock, exercisable at any time prior to 5:00 p.m.par value $.01 per share, New York City timeof the Corporation ("Common Stock"), on March 15the terms and conditions set forth in this Section 7. (a) Subject to the provisions for adjustment hereinafter set forth, 2030, each share of Series A Convertible Preferred Stock shall be converted into the right to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple receive a number of $27) into fully paid and nonassessable shares of Capital Common Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent equal 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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, which shall initially be equal to one (1) and are which shall be subject to adjustment under certain circumstances. If as provided in this Section 7. (b) The Conversion Ratio shall be subject to adjustment from time to time as follows: (i) In case the Corporation shall at any time or from time to time declare a Security is called for redemptiondividend, or make a distribution, on the outstanding shares of Common Stock in shares of Common Stock or subdivide or reclassify the outstanding shares of Common Stock into a greater number of shares or combine or reclassify the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then, and in each such case, the conversion right will terminate Conversion Ratio shall be adjusted to equal the number determined by multiplying (A) the Conversion Ratio immediately prior to such adjustment by (B) a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately after such dividend, distribution, subdivision or reclassification, and the denominator of which shall be the number of shares of Common Stock outstanding immediately before such dividend, distribution, subdivision or reclassification. An adjustment made pursuant to this clause (i) shall become effective (A) in the case of any such dividend or distribution, immediately after the close of business on the record date for the determination of holders of shares of Common Stock entitled to receive such dividend or distribution, or (B) in the case of any such subdivision, reclassification or combination, at the close of business on the Business Day immediately preceding day upon which such corporate action becomes effective. (ii) In case the corresponding Redemption DateCorporation shall at any time or from time to time declare, unless order, pay or make a dividend or other distribution (including, without limitation, any distribution of stock or other securities, cash or other property or rights or warrants to subscribe for securities of the Company defaults in making the payment due upon redemption. To convert a SecurityCorporation or any of its Subsidiaries by way of dividend or spinoff, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security but excluding regular ordinary cash dividends as may be declared from time to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required time by the Security Registrar Corporation) on its Common Stock, other than shares of Common Stock which are referred to in clause (i) of this paragraph (b), then, and in each such case, the Conversion Ratio shall be adjusted to equal the number determined by multiplying (A) the Conversion Ratio immediately prior to the record date fixed for the determination of stockholders entitled to receive such dividend or Conversion Agent distribution by (B) a fraction, the numerator of which shall be the Current Market Price per share of Common Stock on the last Trading Day on which purchasers of Common Stock in regular way trading would be entitled to receive such dividend or distribution and the denominator of which shall be the Current Market Price per share of Common Stock on the first Trading Day on which purchasers of Common Stock in regular way trading would not be entitled to receive such dividend or distribution (4the "Ex-dividend Date"); provided that the fraction determined by the foregoing clause (B) pay any transfer or similar tax, if requiredshall not be less than 1. Upon conversion, no An adjustment or payment will made pursuant to this clause (ii) shall be made for interest or dividends, but if any Holder surrenders a Security for conversion after effective at the close of business on the Regular Record Ex-dividend Date. If the Corporation completes a tender offer or otherwise repurchases shares of Common Stock in a single transaction or a related series of transactions, provided such tender offer or offer to repurchase is open to all or substantially all holders of Common Stock (not including open market or other selective repurchase programs), the Conversion Ratio shall be adjusted as though (A) the Corporation had effected a reverse split of the Common Stock to reduce the number of shares of Common Stock outstanding from (x) the number outstanding immediately prior to the completion of the tender offer or to the first repurchase for which the adjustment is being made to (y) the number outstanding immediately after the completion of the tender offer or the last repurchase for which the adjustment is being made and (B) the Corporation had paid a dividend on the Common Stock outstanding immediately after completion of the tender offer or of the last repurchase for which the adjustment is being made in an aggregate amount equal to the aggregate consideration paid by the Corporation pursuant to the tender offer or repurchases for which the adjustment is being made. In applying the first two sentences of this Section 7(b)(ii) to the event described in the clause (B) of the preceding sentence, the Current Market Price of the Common Stock on the date of the closing of any such tender offer or on the date of the last repurchase shall be taken as the value of the Common Stock on the Ex-Dividend Date, and the value of the Common Stock on the day preceding the Ex-Dividend Date shall be assumed to be equal to the sum of (x) the value on the Ex-Dividend Date and (y) the per share amount of the dividend described in such clause (B). In the event that any of the consideration paid by the Corporation in any tender offer or repurchase to which this Section 7(b)(ii) applies is in a form other than cash, the value of such consideration shall be determined by an independent investment banking firm of nationally recognized standing to be selected by the Board of Directors of the Corporation. (iii) In case at any time the Corporation shall be a party to any transaction (including, without limitation, a merger, consolidation, sale of all or substantially all of the Corporation's assets, liquidation or recapitalization (other than solely a change in the par value of equity securities) of the Common Stock and excluding any transaction to which clause (i) or (ii) of this paragraph (b) applies) in which the previously outstanding Common Stock shall be changed into or exchanged for different securities of the Corporation or common stock or other securities of another corporation or interests in a noncorporate entity or other property (including cash) or any combination of any of the foregoing (each such transaction being herein called the "Transaction," the date of consummation of the Transaction being herein called the "Consummation Date", and the Corporation (in the case of a recapitalization of the Common Stock to which this clause (iii) applies or any other such transaction in which the Corporation retains substantially all of its assets and survives as a corporation) or such other corporation or entity (in each other case) being herein called the "Acquiring Company"), then, as a condition of the consummation of the Transaction, the Corporation shall, as determined in good faith by its Board of Directors based on advice as agreed to by two investment banking firms of nationally recognized standing, one selected by the Corporation and one selected by USA Networks, Inc. ("USA Networks") (or any successor stockholder of the Corporation holding a majority of the voting power thereof), provide (as evidenced by a resolution of the Board of Directors) for the payment shares of an installment Series A Convertible Preferred Stock outstanding at the Consummation Date to be exchanged, without any vote of interest the holders of the Series A Convertible Preferred Stock, for such other common stock or other securities, or cash or property as equitably reflects the fair market value of a share of Series A Convertible Preferred Stock at such Consummation Date, taking into account all relevant factors, in the absence of the Transaction; provided, however, that if the two investment banking firms referred to in this sentence are unable to agree on such fair market value, then such firms shall select a third investment banking firm of nationally recognized standing which shall then render such advice to the Board of Directors; and prior provided, further, that in the event that at the time the Corporation becomes a party to a Transaction there is no shareholder holding a majority of the voting power of the Corporation, the Corporation shall choose a single investment banking firm of national standing to render the advice as to fair market value contemplated by this Section 7(b)(iii). (iv) Subject to Section 7(b)(iii), at the opening of business on the next Interest Payment Conversion Date, then, notwithstanding the Conversion Ratio shall be adjusted to equal the number determined by multiplying (A) the Conversion Ratio immediately prior to such conversionadjustment by (B) the Final Adjustment Factor. All calculations under this paragraph (b) shall be made to the nearest one ten-thousandth of a share. (c) If any adjustment (other than the adjustment provided in paragraph (b)(iv)) in the number of shares of Common Stock into which each share of Series A Convertible Preferred Stock may be converted required pursuant to this Section 7 would result in an increase or decrease of less than 1% in the number of shares of Common Stock into which each share of Series A Convertible Preferred Stock is then convertible, the interest payable amount of any such adjustment shall be carried forward and adjustment with respect thereto shall be made at the earlier of (i) the time of and together with any subsequent adjustment, which, together with such amount and any other amount or amounts so carried forward, shall aggregate at least 1% of the number of shares of Common Stock into which each share of Series A Convertible Preferred Stock is then convertible or (ii) the opening of business on such Interest Payment Date will the Conversion Date. (d) The Board of Directors may at its option increase the number of shares of Common Stock into which each share of Series A Convertible Preferred Stock may be paid converted, in addition to the registered Holder adjustments required by this Section 7, as shall be determined by it (as evidenced by a resolution of the Board of Directors) to be advisable in order to avoid or diminish any income deemed to be received by any holder for federal income tax purposes of shares of Common Stock or Series A Convertible Preferred Stock resulting from any events or occurrences giving rise to adjustments pursuant to this Section 7 or from any other similar event. (e) The holder of any shares of Series A Convertible Preferred Stock may exercise his right to receive in respect of such Security on shares the shares of Common Stock or other property or securities, as the case may be, to which such Regular Record Dateholder has become entitled by surrendering for such purpose to the Corporation, at its principal office or at such other office or agency maintained by the Corporation for that purpose, a certificate or certificates representing the shares of Series A Convertible Preferred Stock to be converted accompanied by such other customary documents as are necessary to effect the conversion and specifying the name or names in which such holder wishes the certificate or certificates for shares of Common Stock or other property or securities as the case may be, to which such holder has become entitled to be issued. In case such eventnotice shall specify a name or names other than that of such holder, such Security, when surrendered for conversion, need not notice shall be accompanied by payment of all transfer taxes payable upon the issuance of shares of Common Stock or other property or securities as the case may be, to which such holder has become entitled in such name or names. Other than such taxes, the Corporation will pay any and all issue and other taxes (other than taxes based on income) that may be payable in respect of any issue or delivery of shares of Common Stock or other property or securities, as the case may be, to which such holder has become entitled on conversion of Series A Convertible Preferred Stock pursuant hereto. As promptly as practicable, and in any event within five business days after the surrender of such certificate or certificates and the receipt of such notice relating thereto and, if applicable, payment of all transfer taxes (or the demonstration to the satisfaction of the Corporation that such taxes have been paid), the Corporation shall deliver or cause to be delivered certificates representing the number of validly issued, fully paid and nonassessable full shares of Common Stock to which the holder of shares of Series A Convertible Preferred Stock so converted shall be entitled or other property or services as the case may be, to which such holder has become entitled. (f) From and after the Conversion Date or the Redemption Date, a holder of shares of Series A Convertible Preferred Stock shall have no voting or other rights, other than the right to receive upon delivery of the certificate or certificates evidencing shares of Series A Convertible Preferred Stock as provided by paragraph 7(e), the securities or property described in Section 7, if any, or the redemption price as set forth in Section 4, as applicable. (g) In connection with the conversion of any shares of Series A Convertible Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Corporation shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the interest payable on such Interest Payment Date Current Market Price per share of Common Stock on the portion so day on which such shares of Series A Convertible Preferred Stock are deemed to have been converted. . (h) The Corporation shall at all times reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Series A Convertible Preferred Stock, such number of shares issuable upon of Common Stock as shall from time to time be sufficient to effect the conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The all then outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stock.Series A

Conversion. The A Holder of any a Security has may convert the right, exercisable Security into shares of Common Stock at any time until the close of business on the Business Day prior to 5:00 p.m.the Stated Maturity; provided, New York City timehowever, on March 15, 2030, to convert that if the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the 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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, Date for such Security or such earlier date as the Holder presents such Security for redemption (unless the Company defaults shall default in making the redemption payment due when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed). A Security in respect of which a Holder has delivered a Repurchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Rate is 11.6288 shares of Common Stock per $1,000 Principal Amount, subject to adjustment in certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. In the event the Company exercises its option pursuant to Section 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 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 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 Common Stock except as provided in the Indenture. On conversion of a Security, that portion of accrued Original Issue Discount (or interest if the Security is converted to an interest-bearing debenture) attributable to the period from the Issue Date (or, 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 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 "Tax Event") accrued through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. No fractional shares will be issued upon redemptionconversion; in lieu thereof, an amount will be paid in cash based upon the closing price of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (1a) complete and manually sign a the conversion notice substantially in the form attached hereto, (2) surrender the Security set forth below and deliver such notice to a Conversion Agent, (3b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements or and transfer documents (including any certification that may be required under applicable law) if required by the Security Registrar or Conversion Agent Agent, and (4d) pay any transfer or similar tax, if required. Upon conversionRepurchase by the Company at the Option of the Holder Subject to the terms and conditions of the Indenture, no adjustment or payment the Company shall become obligated to purchase, at the option of the Holder, the Securities held by such Holder on the following Repurchase Dates and at the following Repurchase Prices per $1,000 Principal Amount, upon delivery of a Repurchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 20 Business Days prior to such Repurchase Date until the close of business on such Repurchase Date and upon delivery of the Securities to the Paying Agent by the Holder as set forth in the Indenture. Repurchase Date Repurchase Price --------------- ---------------- March 7, 2003 $554.41 March 7, 2008 $659.44 March 7, 2013 $784.36 The Repurchase Price (equal to the Issue Price plus accrued Original Issue Discount through the Repurchase Date) will be made for paid in cash. If prior to a Repurchase Date this Security has been converted to an interest-bearing debenture following the occurrence of a Tax Event, the Repurchase Price will be equal to the Restated Principal Amount plus accrued and unpaid interest or dividends, but if from the date of conversion to the Repurchase Date. Holders have the right to withdraw any Holder surrenders Repurchase Notice by delivering to the Paying Agent a Security for conversion after written notice of withdrawal prior to the close of business on the Regular Record Repurchase Date for in accordance with the payment provisions of an installment the Indenture. If cash (and/or securities if permitted under the Indenture) sufficient to pay the Repurchase Price of interest and prior all Securities or portions thereof to be purchased as of the opening of business Repurchase Date, is deposited with the Paying Agent on the next Interest Payment Business Day following the Repurchase Date, then, notwithstanding such conversion, the interest payable Original Issue Discount ceases to accrue on such Interest Payment Date will be paid Securities (or portions thereof) immediately after such Repurchase Date, and the Holder thereof shall have no other rights as such (other than the right to receive the registered Holder Repurchase Price upon surrender of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stock).

Conversion. The Holder Holders of any Security has Trust Securities, subject to the rightlimitations set forth in this Section, exercisable shall have the right at any time prior to 5:00 p.m., New York City time, on March 15, 2030at their option, to cause the Conversion Agent to convert Trust Securities, on behalf of the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) converting Holders, into shares of Capital Common Stock in the manner described herein on and subject to the following terms and conditions: (i) The Trust Securities will be convertible into fully paid and nonassessable shares of Common Stock pursuant to the Holder's direction to the Conversion Agent to exchange such Trust Securities for a portion of the Debentures, and immediately convert such amount of Debentures into fully paid and nonassessable shares of Common Stock at the an initial conversation rate of 0.73 1.7344 shares of Capital Common Stock for each $27 in aggregate principal amount of Securities Trust Security (which is equivalent to a conversion price of $37 28.828 per share $50 principal amount of Capital Debentures), subject to certain adjustments set forth in the Indenture (as so adjusted, "Conversion Price"). (ii) In order to convert Trust Securities into Common Stock, the Holder of such Trust Securities shall submit to the Conversion Agent an irrevocable Notice of Conversion to convert Trust Securities on behalf of such Holder, together, if the Trust Securities are in certificated form, with such certificates. The Notice of Conversion shall (x) set forth the number of Trust Securities to be converted and the name or names, if other than the Holder, in which the shares of Common Stock should be issued and (y) direct the Conversion Agent (a) to exchange such Trust Securities for a portion of the CompanyDebentures held by the Property Trustee (at the rate of exchange specified in the preceding paragraph) and (b) to immediately convert such Debentures, on behalf of such Holder, into Common Stock (at the conversion rate specified in the preceding paragraph). The conversion ratio and equivalent conversion price in effect at any time are known as Conversion Agent shall notify the "Applicable Conversion Price" Property Trustee of the Holder's election to exchange Trust Securities for a portion of the Debentures held by the Property Trustee and the "Applicable Property Trustee shall, upon receipt of such notice, deliver to the Conversion Ratio," respectively, and are subject Agent the appropriate principal amount of Debentures for exchange in accordance with this Section. The Conversion Agent shall thereupon notify the Depositor of the Holder's election to adjustment under certain circumstancesconvert such Debentures into shares of Common Stock. If a Security is called for redemption, the conversion right will terminate Holders of Trust Securities at the close of business on a Distribution payment record date will be entitled to receive the Business Day immediately preceding Distribution paid on such Trust Securities on the corresponding Redemption Distribution Date notwithstanding the conversion of such Trust Securities following such record date but prior to such Distribution Date. Except as provided above, unless neither the Company defaults Trust nor the Depositor will make, or be required to make, any payment, allowance or adjustment upon any conversion on account of any accumulated and unpaid Distributions whether or not in making arrears accrued on 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 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 Trust Securities surrendered for conversion, no adjustment or payment will on account of any accumulated and unpaid dividends on the shares of Common Stock issued upon such conversion. Trust Securities shall be made for interest or dividends, but if any Holder surrenders a Security for conversion after deemed to have been converted immediately prior to the close of business on the Regular Record Date day on which an irrevocable Notice of Conversion relating to such Trust Securities is received by the Conversion Agent in accordance with the foregoing provision (the "Conversion Date"). The Person or Persons entitled to receive the Common Stock issuable upon conversion of the Debentures shall be treated for all purposes as the record holder or holders of such Common Stock on the date of conversion. As promptly as practicable on or after the Conversion Date, the Depositor shall issue and deliver, or shall cause to be issued and delivered, at the office of the Conversion Agent a certificate or certificates for the payment number of an installment full shares of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same, unless otherwise directed by the Holder in the notice of conversion, and the Conversion Agent shall distribute such certificate or certificates and cash to such Person or Persons. (iii) Each Holder of a Trust Security by its acceptance thereof initially appoints The Bank of New York not in its individual capacity but solely as conversion agent (the "Conversion Agent") for the purpose of effecting the conversion of Trust Securities in accordance with this Section. In effecting the conversion and transactions described in this Section, the Conversion Agent shall be acting as agent of the Holders of Trust Securities directing it to effect such conversion transactions. The Conversion Agent is hereby authorized to (i) exchange Trust Securities from time to time for Debentures held by the Trust in connection with the conversion of such Trust Securities in accordance with this Section and (ii) convert all or a portion of the Debentures into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Section and to deliver to the Property Trustee any new Debenture or Debentures for any resulting unconverted principal amount delivered to the Conversion Agent by the Debenture Trustee. (iv) No fractional shares of Common Stock will be issued as a result of conversion, but, in lieu thereof, such fractional interest payable on such Interest Payment Date will be paid in cash by the Depositor to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of Conversion Agent in an amount equal to the interest payable on Current Market Price of the fractional share of the Common Stock, and the Conversion Agent will in turn make such Interest Payment Date on payment to the portion Holder or Holders of Trust Securities so converted. The number of shares issuable upon conversion of a Security is determined by dividing . (v) Nothing in this Section 4.3 shall limit the principal amount requirement of the Security converted by Trust to withhold taxes pursuant to the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion terms of the principal amount thereof converted into shares Trust Securities or as set forth in this Agreement or otherwise required of Capital Stockthe Property Trustee or by law or the Trust to pay any amounts on account of such withholdings.

Conversion. The Holder a Security may convert the principal amount of such Security (or any Security has the right, exercisable 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 5:00 p.m.the close of business on July 1, New York City time2006; provided, on March 15however, 2030, to convert that if the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the 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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemptionredemption or subject to purchase upon a Change in Control, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date or the Change in Control Purchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or purchase (unless the Company defaults shall default in making the redemption payment due upon redemption. To convert a Securityor Change in Control Purchase Price, a Holder must (1) complete and sign a as the case may be, when due, in which case the 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 right shall terminate at the close of business on the Regular Record Date for the payment of an installment of interest date such default is cured and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Dateis redeemed or purchased). In such eventThe initial Conversion Price is $18.7206 per share, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal subject to the interest payable on such Interest Payment Date on the portion so convertedadjustment 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 Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment conversion; in lieu thereof, an amount will be made 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 fractional interest. The outstanding 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 purchase upon a Change in Control on a Redemption Date or Change in Control Purchase Date, as the case may be, during the period beginning at the close of business on a regular record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such interest payment date on the principal amount of any such Security then being converted, and such interest shall be reduced 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 principal amount thereof option of such Holder to require the Company to purchase such Security may be converted into shares only if the Change in Control Purchase Notice is withdrawn in accordance with the terms of Capital Stockthe Indenture.

Conversion. 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 Convertible Remarketing which does not fail, from and after the Reset Date through October [ ], 2029 (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 March 15, 2030, any Redemption Date) to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $2750) into shares of Capital Stock Common Stock. Prior to the Reset Date, each Security is convertible, at the initial conversation rate option of 0.73 the Holder into [ ] shares of Capital Common Stock for each $27 50 in aggregate principal amount of Securities (equivalent to a conversion price of $37 [ ] per share of Capital Stock Common Stock). On and after the Reset Date, the Securities may, at the option of the Company)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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business 5:00 p.m. New York City time on the Business Day immediately preceding 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 to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Common Stock.

Conversion. The Holder a Security may convert the Security into shares of any Security has the right, exercisable Common Stock at any time until the close of business on the Business Day prior to 5:00 p.m.the Stated Maturity; provided, New York City timehowever, on March 15, 2030, to convert that if the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the 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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, Date for such Security or such earlier date as the Holder presents such Security for redemption (unless the Company defaults shall default in making the redemption payment due when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed). A Security in respect of which a Holder has delivered a Repurchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Rate is 8.6075 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. 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 (and interest if the Security is converted to an interest-bearing debenture) attributable to the 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 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 (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 Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. No fractional shares will be issued upon redemptionconversion; in lieu thereof, an amount will be paid in cash based upon the closing price of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (1a) complete and manually sign a the conversion notice substantially in the form attached hereto, (2) surrender the Security set forth below and deliver such notice to a Conversion Agent, (3b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements or and transfer documents (including any certification that may be required under applicable law) if required by the Security Registrar or Conversion Agent Agent, and (4d) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stock.

Conversion. The Subject to the next two succeeding sentences, a Holder of any a Security has the right, exercisable may convert it at any time prior to 5:00 p.m., New York City time, before the close of business on March 1511, 20302018; provided, to convert the principal amount thereof (or any portion 104 thereof however, that is an integral multiple of $27) into shares of Capital Stock at the 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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If if a Security is called for redemption, the conversion right will terminate Holder may convert it at any time before the close of business on the Business 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 Conversion Rate. A Security in respect of which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if the 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 preceding prior to the corresponding Redemption Daterelated 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, unless on or after, as the case may be, the Conversion Date or the date on which the Company defaults 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 making 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 due upon redemptionof 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, Security a Holder must (1i) 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 notice substantially in pursuant to the form attached heretoDepositary's book entry conversion program, (2ii) surrender the Security 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), (3iii) furnish appropriate endorsements or and transfer documents if required by the Security Registrar Conversion Agent, the Company or Conversion Agent the Trustee and (4iv) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion Book entry delivery of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on to the Conversion DateAgent 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 fractional shares will be issued upon conversion but a cash 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 interestshares) or cash in exchange for the Security being converted pursuant to the terms hereof. The outstanding principal amount 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 any Security shall be reduced by 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 portion Sale Price at the Time of Determination; and distributions to such holders of assets or debt securities of the principal amount thereof converted 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 shares Common Stock may be changed into a right to convert it into securities, cash or other assets of Capital Stockthe Company or another person.

Conversion. The Subject to and in compliance with the provisions of the Indenture (including, without limitation, the conditions to conversion of this Security set forth in Section 12.1 thereof), a Holder of any Security has the rightis entitled, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 2030such Holder's option, to convert the principal amount thereof Holder's Security (or any portion 104 of the principal amount thereof that is $1,000 or an integral multiple of $27) into 1,000), into, subject to Section 12.13 thereof, fully paid and nonassessable shares of Capital Stock Ordinary Shares at the initial conversation rate Conversion Price in effect on the date of 0.73 shares conversion. The Company will notify Holders of Capital Stock for each $27 any event triggering the right to convert the Securities as specified above in aggregate principal amount accordance with the Indenture. A Security in respect of Securities (equivalent which a Holder has delivered a Repurchase Notice or Change of Control Repurchase Notice, as the case may be, exercising the right of such Holder to a conversion price require the Company to repurchase such Security may be converted only if such Repurchase Notice or Change of $37 per share of Capital Stock Control Repurchase Notice is withdrawn in accordance with the terms of the Company)Indenture. The conversion ratio and equivalent conversion price initial Conversion Price is $21.71, subject to adjustment in certain events described in the Indenture. To surrender a Security for conversion, a Holder must, in the case of Global Securities, comply with the Applicable Procedures of the Depositary in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectivelythat time, and are subject to adjustment under certain circumstances. If a Security is called for redemptionin the case of Certificated Securities, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in 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 to the Conversion Agent, (2) complete and manually sign the conversion notice below (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or Conversion Agent and (4) pay all funds required, if any, relating to interest or Additional Amounts, if any, and any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will Ordinary Share shall be issued upon conversion but of any Security. Instead, the Company shall pay a cash adjustment as provided in the Indenture. No payment or adjustment will be made for accrued and unpaid interest and Additional Amounts, if any, or dividends on the Ordinary Shares, except as provided in the Indenture. Upon conversion, the Company may choose to deliver, in lieu of Ordinary Shares, cash or a combination of cash and Ordinary Shares in accordance with the Indenture. If the Company (i) is a party to a consolidation, merger or binding share exchange (ii) reclassifies the Ordinary Shares or (iii) conveys, transfers or leases its properties and assets substantially as an entirety to any fractional interest. The outstanding principal amount of any Person, the right to convert a Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital StockOrdinary Shares 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. Exhibit I to Annex H attached to the Agreement dated December 22, 1995 and entered into between the Company and Banca del Gottardo, which is available for inspection at the Head Office in Lugano of Banca del Gottardo, as Conversion Agent for the Notes, contains full provisions relevant to conversion of the Notes into freely transferable Shares of Common Stock which are duly registered under the 1933 Securities Act. The Holder following is a summary of such provisions: The conversion price will be fixed on March 29, 1996 whereby such conversion price shall be the equivalent of the average of the closing prices during the period from March 14 to March 29, 1996, but shall in any Security has event not be higher than (i) 120% of the rightaverage of the closing prices of the shares of Common Stock during the period from December 19 to 29, exercisable 1995, or (ii) USD 4.75 per share of Common Stock, whichever is lower (Such price hereinafter called the "Conversion Price"). The holder of 10 Notes or more will be entitled at any time on and after May 1, 1996 up to the close of business on December 31, 2000, subject to prior to 5:00 p.m., New York City time, on March 15, 2030redemption, to convert the Notes, at the principal amount thereof thereof, into freely transferable and non-restricted (or any portion 104 thereof that is an integral multiple such non-restriction being subject to the effectiveness of $27a registration statement under the U.S. securities laws covering such common stock, if required,) into shares of Capital Stock at the 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 Common Stock of the Company). The conversion ratio and equivalent conversion price in effect , at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstancesas described below. If No payment or adjustment will be made on conversion of any Note for interest accrued thereon or dividends on any Common Stock issued, except that accrued interest will be paid on the conversion of any Note which has been called for redemption prior to the conversion date. The Company is not required to issue fractional shares of Common Stock upon conversion of Notes and, in lieu thereof, will pay a Security is cash adjustment based upon the market price of the Common Stock on the last trading day prior to the date of conversion. In the case of Notes called for redemption, the conversion right rights will terminate expire at the close of business on the Business Day immediately preceding 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 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 fifth business on the Regular Record Date for the payment of an installment of interest and day prior to the opening redemption date. Notes may be presented for conversion only to an office of business on Banca del Gottardo outside the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date United States and Banca del Gottardo will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable deliver Common Stock or other consideration received upon conversion of a Security is determined by dividing only to an account or address outside the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital StockUnited States.

Conversion. The Subject to and in compliance with the provisions of the Indenture (including, without limitation, the conditions to conversion of this Security set forth in Section 10.01 thereof), a Holder of any Security has the rightis entitled, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 2030such Holder's option, to convert the principal amount thereof Holder's Security (or any portion 104 of the principal amount thereof that is $1,000 or an integral multiple of $27) 1,000), into fully paid and nonassessable shares of Capital Common Stock at the 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 Conversion Rate in effect at the time of conversion provided, however, the Company may satisfy its obligation with respect to any time are known demand for conversion by delivering Common Stock, cash or a combination of cash and Common Stock. If the Company elects to satisfy a fixed portion (other than 100%) of the Conversion Obligation in cash, the Cash Amount shall be allocated first to the satisfaction of any accrued and unpaid Interest, if any, on the Securities. The Company will notify Holders of any event triggering the right to convert the Securities as specified above in accordance with the Indenture. A Security in respect of which a Holder has delivered a Repurchase Notice or Fundamental Change Repurchase Notice, as the "Applicable case may be, 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 case may be, is withdrawn in accordance with the terms of the Indenture. The initial Conversion Price" and the "Applicable Conversion Ratio," respectivelyRate is 82.1693 shares of Common Stock per $1,000 principal amount, and are subject to adjustment under in certain circumstancesevents described in the Indenture. If 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 is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Securityconversion, a Holder must (1) complete and manually sign the Notice of Conversion attached hereto (or complete and manually sign a conversion facsimile of such notice) and deliver such notice substantially in to the form attached heretoConversion Agent, (2) surrender the Security to a the Conversion Agent, (3) furnish appropriate endorsements or and transfer documents documents, (4) if required by Section 10.02(g) of the Security Registrar or Conversion Agent Indenture, pay Interest and (45) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will of Common Stock shall be issued upon conversion but of any Security. Instead of any fractional share of Common Stock that would otherwise be issued upon conversion of such Security, the Company shall pay a cash adjustment will be made for 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 fractional interest. The outstanding principal amount of any Person, the right to convert a Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital StockCommon 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. The Holder Lenders set forth on Schedule I are the lenders of any Security 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 thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the 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 record of the Company)portion of the 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 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 conversion ratio Company and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business each Lender set forth on Schedule I hereby agree that on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must Second Amendment Effective Date (1) complete and sign a conversion notice substantially as defined in the form attached hereto, (2Amended Credit Agreement) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion 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 (the “Conversion”) into a Term B Loan (as defined in the Amended Credit Agreement) in an aggregate principal amount thereof converted into shares equal to the amount set forth on Schedule I opposite such 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 terms 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 ▇▇▇▇ the Register to reflect the Heartland Incremental Term B CHAR1\1483064v4 Loan as no longer outstanding on the Second Amendment Effective Date and (b) each Lender set forth on Schedule I will have been deemed to become a party to the Amended Credit Agreement as a Term B Lender on the Second Amendment Effective Date in respect of Capital Stockthe 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 shall be paid by the 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 accrued and unpaid interest, it no longer holds any portion of the Heartland Incremental Term B Loan.

Conversion. The A Holder of any Security has a Debenture may convert such Debenture into shares of Common Stock of the right, exercisable Company at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the 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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a SecurityDebenture, a Holder must (1a) complete and manually sign a the conversion notice substantially in set forth below and deliver such notice to the form attached hereto, (2) surrender the Security to a Conversion Agent, (3b) surrender the Debenture to the Conversion Agent, (c) furnish appropriate endorsements or transfer documents if required by the Security Registrar or the Conversion Agent Agent, and (4d) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any If a Holder surrenders a Security Debenture for conversion after the close of business on the Regular Record Date record date for the payment of an installment of interest and prior to before the opening close of business on the next Interest Payment Date, related interest payment date then, notwithstanding such conversion, the interest payable on such Interest Payment Date will interest payment date shall be paid to the registered Holder of such Security Debenture on such Regular Record Daterecord date. In such event, such Security, when surrendered for conversion, need not the Debenture must be accompanied by payment 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 issuable upon conversion of a Security is determined by dividing the principal amount of the Security Debenture or portion thereof then converted. A 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 had delivered a Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Debenture may be converted by only if the Applicable Conversion Price Change in effect Control Purchase Notice is withdrawn as provided above and in accordance with the terms of the Indenture. Any Securities called for redemption, unless surrendered for conversion before the close of business on the Conversion Redemption Date. No fractional shares will , may be issued upon conversion deemed to be purchased from the Holders of such Securities at an amount not less than the Redemption Price, together with accrued interest, if any, to, but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced not including, the Redemption Date, by one or more investment bankers or other purchasers who may agree with the portion Company to purchase such Securities from the Holders, to convert them into Common Stock of the principal amount thereof converted into shares of Capital StockCompany and to make payment for such Securities to the Paying Agent in Trust for such Holders.

Conversion. The Beginning April 28, 1997, a Holder of any a Security has may convert such Security into Common Stock of the right, exercisable Company at any time prior to 5:00 p.m., New York City time, before the close of business on March 151, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the 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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances2002. If a the Security is called for redemptionredemption or delivered 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 corresponding Redemption Date or the Repurchase Date, as the case may be, unless the Company defaults in making the payment due upon redemptionredemption or repurchase. The initial Conversion Price is $5.18 per share, subject to adjustment in certain events as set forth in the Indenture. To determine the number of shares issuable upon conversion of a Security, divide the principal amount to be converted by the Conversion Price in effect on the conversion date and then round to the nearest 1/100th share. The Company will deliver a check for any fractional share. To convert a Security, a Holder must (1) complete and sign a the conversion notice substantially in on the form attached heretoback of the Security, (2) surrender the Security to a the Conversion AgentAgent or Registrar, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, tax if required. Upon conversion, no adjustment Securities (or payment will be made for interest or dividends, but if any Holder surrenders portion of a Security Security) surrendered for conversion after during the period from the close of business on the any Regular Record Date for the payment of an installment of interest and prior next preceding any Interest Payment Date to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of (except Securities called for redemption on a Redemption Date within such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not period) must be accompanied by payment of an amount equal to the interest 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 will be payable on such Interest Payment Date 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 the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted Securities will be payable by the Applicable Conversion Price in effect Company on any Interest Payment Date subsequent to the Conversion Datedate of conversion. No fractional shares will be issued upon conversion but a cash other payment or adjustment for interest or dividends will be made for any fractional interestupon conversion. The outstanding principal amount If the Company is a party to a consolidation or merger or a transfer or lease of any all or substantially all of its assets, the right to convert a Security shall into Common Stock may be reduced by the portion changed into a right to convert it into securities, cash or other assets of the principal amount thereof converted into shares of Capital StockCompany or another Person.

Conversion. The Holder holder of any Security has the right, exercisable at any time after one year following the Issuance Date and prior to 5:00 p.m., New York City time, the close of business on March 15, 2030the Business Day immediately preceding the final maturity date of the Security, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $271.00) into shares of Capital Stock Ordinary Shares at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price Conversion Price of $37 0.87 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectivelyshare, and are subject to adjustment under certain circumstancescircumstances as provided in the Indenture. If a Security is called Beneficial owners of interests in Global Securities may exercise their right of conversion by delivering to the Depositary the appropriate instructions for redemption, conversion pursuant to the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemptionDepositary's procedures. To convert a certificated Security, a Holder the holder must (1) complete and sign a conversion notice of election to convert substantially in the form attached heretoset 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 Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if requiredrequired by the Conversion Agent. Upon conversion, no payment or adjustment or payment will be made for accrued and unpaid interest on a converted Security or dividendsfor dividends or distributions on Ordinary Shares issued upon conversion of a Security, but except that, if any Holder Noteholder surrenders a Security for conversion after the close of business on the Regular Record Date 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 Interest Payment Datesucceeding interest payment date, then, notwithstanding such conversion, the accrued and unpaid interest payable on such Interest Payment Date will Security on such interest payment date shall be paid on such interest payment date to the registered Holder person who was the holder of such Security at the close of business on such Regular Record Daterecord 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 eventSecurity 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, need not must be accompanied by payment of in an amount equal to the interest payable on such Interest Payment Date interest payment date on the portion 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 Ordinary Shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but the Company will issue an additional Ordinary Share in lieu of issuing the fractional share. A Security in respect of which a cash adjustment will holder has delivered an "Option of Noteholder to Elect Purchase" form appearing below exercising the option of such holder to require the Company to purchase such Security may be made for any fractional interestconverted only if the notice of exercise is withdrawn as provided above and in accordance with the terms of the Indenture. The outstanding principal amount above description of any Security shall be reduced by the portion conversion of the principal amount Securities is qualified by reference to, and is subject in its entirety to, the more complete description thereof converted into shares of Capital Stockcontained in the Indenture.

Conversion. The Subject to the next two succeeding sentences, a Holder of any Security has a Note may convert it into Class A Common Stock of the right, exercisable Company at any time prior to 5:00 p.m.before the close of business on February 23, New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the 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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances2021. If a Security the Note is called for redemption, the conversion right will terminate Holder may convert it at any time before the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless . A Note in respect of which a Holder has delivered a Purchase Notice or Fundamental Change Repurchase Notice exercising the option of such Holder to require the Company defaults to purchase such Note may be converted only if such notice of exercise is withdrawn in making accordance with the terms of the Indenture. The initial Conversion Rate is 11.8135 shares of Class A 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 Class A Common Stock. In the event the Company exercises its option pursuant to the Indenture to have interest in lieu of Original Issue Discount and cash interest accrue on the Note following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares of Class A Common Stock such Holder would have received if the Company had not exercised such option. If the Company exercises such option, 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 or on the next Interest Payment Date) must be accompanied by payment due upon redemptionof an amount equal to the interest thereon that the registered Holder is to receive. Except where Notes surrendered for conversion must be accompanied by payment as described above, no interest on converted Notes will be payable by the Company on any Interest Payment Date subsequent to the date of conversion. To convert a SecurityNote, a Holder must (1) complete and manually sign the conversion notice below (or complete and manually sign a conversion facsimile of such notice) and deliver such notice substantially in to the form attached heretoConversion Agent, (2) surrender the Security Note to a the Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar Conversion Agent, the Company or Conversion Agent the Trustee, if required and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but A Holder may convert a portion of a Note if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder Principal Amount at Maturity of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment portion is $1,000 or an integral multiple 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 the Security converted by the Applicable Conversion Price in effect on the Conversion Date$1,000. No fractional shares will be issued upon conversion but a cash payment or adjustment will be made for dividends on, or other distributions with respect to, the Class A Common Stock except as provided in the Indenture. On conversion of a Note, that portion of accrued Original Issue Discount attributable to the period from the Issue Date through the Conversion Date and (except as provided below) that portion of accrued cash interest attributable to the period from the last Interest Payment Date (or, if no Interest Payment Date has occurred, from the Issue Date) through the Conversion Date (or, if the Company has exercised the option provided for in paragraph 10 hereof, that portion of accrued interest attributable to the period from the later of (x) the date of such exercise and (y) the first Interest Payment Date following the date of such exercise through the Conversion Date) with respect to the converted Note shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery of the Class A Common Stock (together with the cash payment, if any, in lieu of fractional shares) and/or cash, if any, in exchange for the Note being converted pursuant to the terms hereof; and such cash, if any, and the fair market value of such shares of Class A Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount and cash interest (or interest, if the Company has exercised its option provided for in paragraph 10 hereof) accrued through the Conversion Date, and the balance, if any, of such cash and/or the fair market value of such Class A Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued in exchange for the Issue Price of the Note being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued but unpaid interest will be payable upon conversion of Notes made concurrently with or after acceleration of Notes following an Event of Default. The outstanding principal amount Conversion Rate will be adjusted for dividends or distributions on Class A Common Stock payable in Class A Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of any Security shall be reduced by Class A Common Stock; distributions to all holders of Class A Common Stock of certain rights to purchase Class A Common Stock for a period expiring within 60 days at a price per share less than the portion Sale Price at the Time of Determination; and distributions to such holders of assets or debt securities of the principal amount thereof converted Company or certain rights to purchase securities of the Company (excluding certain cash dividends or distributions). However, no adjustment need be made if Noteholders 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 Note into shares Class A Common Stock may be changed into a right to convert it into securities, cash or other assets of Capital Stockthe Company or another person.

Conversion. The At any time after 90 days following the latest date of original issuance of the Notes and prior to the close of business on October 14, 2005, a Holder of any Security has the right, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to a Note may convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) such Note into shares of Capital Stock at the 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 Common Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as ; PROVIDED, HOWEVER, that if the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security Note is called for redemption, the conversion right will terminate at the close of business on the third Business Day immediately preceding before the corresponding Redemption Dateredemption date of such Note (unless the Note is called for redemption pursuant to Article 3 during the period commencing on October 16, 2003 and ending on (including) October 24, 2003 in which case the conversion right shall terminate on the close of business on the first Business Day before the redemption date or unless the Company defaults shall default in making the redemption payment due when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Note is redeemed). The initial conversion price is $63.125 per share, subject to adjustment under certain circumstances as described in the First Supplemental Indenture and the Indenture. The number of shares issuable upon redemptionconversion of a Note is determined by dividing the principal amount converted by the conversion price in effect on the conversion 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 current market price (as defined in the First Supplemental Indenture and the Indenture) of the Common Stock on the last trading day prior to the date of conversion. To convert a SecurityNote, a Holder must (1a) complete and sign a the conversion notice substantially in set forth below and deliver such notice to the form attached hereto, (2) surrender the Security to a Conversion Agent, (3b) surrender the Note to the Conversion Agent, if certificated, (c) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or the Conversion Agent and Agent, (4d) 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. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any If a Holder surrenders a Security Note for conversion after between the close of business on the Regular Record Date 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 conversioninterest payment date, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not Note must be accompanied by payment 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 issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by Note or portion thereof then converted; PROVIDED, HOWEVER, that no such payment shall be required if such Note has been called for redemption on a redemption date within the Applicable Conversion Price in effect period between and including such record date and such interest payment date, or if such Note is surrendered for conversion on the Conversion Dateinterest payment date. No fractional shares will be issued upon conversion but A Holder may convert a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of a Note equal to $1,000 or any integral multiple thereof. A Note in respect of which a Holder had delivered a Repurchase Notice exercising the principal amount thereof option of such Holder to require the Company to repurchase such Note may be converted into shares only if the Repurchase Notice is withdrawn as provided above and in accordance with the terms of Capital Stockthe Indenture.

Conversion. The Holder of any Security has the right, exercisable at any time prior to 5:00 p.m., the close of business (New York City time, ) on March 15, 2030the date of this Security's maturity, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $2750) into shares of Capital Common Stock at the initial conversation conversion rate of 0.73 3.5714 shares of Capital Common Stock for each $27 in aggregate principal amount of Securities Security (equivalent to a conversion price of $37 14.00 per share of Capital Common Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If , except that if a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the 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 this Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the this Security converted by the Applicable Conversion Price conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Common Stock.

Conversion. The Subject to the occurrence of certain events and in compliance with the provisions of the Indenture (including, without limitation, the conditions to conversion of this Security set forth in Section 10.01 thereof), a Holder of any Security has the rightis entitled, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 2030such Holder’s option, to convert the principal amount thereof (all or any portion 104 thereof that of such Holder’s Original Principal Amount of a Security (if the portion to be converted is $1,000 Original Principal Amount or an integral multiple thereof), into cash or a combination of $27) into cash and fully paid and nonassessable shares of Capital Common Stock at the 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 Conversion Rate in effect at the time of conversion. The Company shall notify Holders of any time are known event triggering the right to convert the Original Principal Amount of Securities as specified in the Indenture. A Security in respect of which a Holder has delivered a Repurchase Notice or Fundamental Change Repurchase Notice, as the "Applicable case may be, 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 case may be, is withdrawn in accordance with the terms of the Indenture. The initial Conversion Price" and the "Applicable Conversion Ratio," respectivelyRate is 44.2087 shares of Common Stock per $1,000 principal amount, and are subject to adjustment under in certain circumstancesevents described in the Indenture. If The Conversion Rate shall not be adjusted for any accrued and unpaid Interest. Upon conversion, no payment shall be made by the Company with respect to accrued and unpaid Interest. Instead, such amount shall be deemed paid by the cash and shares of Common Stock, if any, 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. In addition, following certain corporate transactions as set forth in Section 10.01(b) of the Indenture that occur on or prior to November 30, 2014 and that also constitute a Change of Control, a Holder who elects to convert its Securities in connection with such corporate transaction shall be entitled to receive Additional Shares of Common Stock upon conversion. Notwithstanding the previous sentence, in the case of a Public Acquirer Change of Control, the Company may, in lieu of increasing the Conversion Rate by Additional Shares, elect to adjust the Conversion Rate and Conversion Obligation such that from and after the effective date of such Public Acquirer Change of Control, Holders of the Securities shall be entitled to convert their Securities into a number of shares of Public Acquirer Common Stock, as determined pursuant to Section 10.01(d) of the Indenture. To surrender a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Securityconversion, a Holder must (1) complete and sign a conversion notice substantially in the form attached heretocase of Global Securities, comply with the procedures of the Depositary in effect at that time for converting a beneficial interest in a Global Security, and in the case of Certificated Securities, surrender such Securities, duly endorsed to the Company or in blank, at the office of the Conversion Agent, (2) surrender in the Security case of a Certificated Security, complete and manually sign the Conversion Notice attached hereto (or complete and manually sign a facsimile of such notice) and deliver such notice to a the Conversion Agent, (3) in the case of a Certificated Security, surrender the Security to the Conversion Agent, (4) if required, furnish appropriate endorsements or and transfer documents documents, (5) if required by Section 10.02(f) of the Security Registrar or Conversion Agent Indenture, pay Interest and (46) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will of Common Stock shall be issued upon conversion but of any Security. Instead of any fractional share of Common Stock that would otherwise be issued upon conversion of such Security, the Company shall pay a cash adjustment will as provided in the Indenture. If the Company engages in any reclassification of the Common Stock (other than a subdivision or combination of its outstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value) or is party to a consolidation, merger, binding share exchange or transfer of all or substantially all of its assets, and as a result of any such event the Holders of Common Stock would be made entitled to receive Exchange Property for their Common Stock, upon conversion of the Securities after the effective date of such event, the Conversion Obligation and the Conversion Settlement Distribution shall be based on the applicable Conversion Rate and the Exchange Property, in each case in accordance with the Indenture. Unless the Company shall have received the shareholder approval described in Section 10.13(c) of the Indenture (which the Company shall have no obligation to seek), the Company shall not issue any Indenture Shares if, after giving effect to such issuance, the aggregate number of Indenture Shares issued pursuant to the Indenture (after adjusting any previous issuances for any fractional interest. The outstanding principal amount of any Security shall be reduced by subsequent events that would give rise to an adjustment to the portion Conversion Rate pursuant to Article 10 of the principal amount thereof converted into Indenture) would exceed the Maximum Shares calculated pursuant to Section 10.13. If the number of Indenture Shares otherwise issuable under the Indenture upon a conversion of Securities would, when aggregated with all prior issuances of Indenture Shares, exceed the Maximum Shares, the Company shall satisfy its obligation to deliver shares in excess of Capital Stockthe Maximum Shares in accordance with Section 10.13 of the Indenture.

Conversion. The Subject to the next two succeeding sentences, a Holder of any a Security has may convert it into Class A Common Stock of the right, exercisable Company at any time prior to 5:00 p.m.before the close of business on ________, New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the 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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances20__. If a the Security is called for redemption, the conversion right will terminate Holder may convert it at any time before the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless . The number of shares of Class A Common Stock to be delivered upon conversion of a Security into Class A Common Stock per $1,000 of Principal Amount shall be equal to the Conversion Rate then in effect. A Security in respect of which a Holder has delivered a Purchase Notice exercising the option of such Holder to require the Company defaults to purchase such Security may be converted only if the notice of exercise is withdrawn in making accordance with the payment due upon redemptionterms of the Indenture. The initial Conversion Rate is ______ shares of Class A 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 Class A Common Stock. To convert convert, a Security, Security a Holder must (1) complete and manually sign the conversion notice on the back of the Security (or complete and manually sign a conversion facsimile of such notice) and deliver such notice substantially to the Conversion Agent (or the office or agency referred to in Section 4.05 of the form attached heretoIndenture), (2) surrender the Security to a the Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar Conversion Agent, the Company or Conversion Agent the Trustee and (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 A Holder surrenders may convert a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security if the Principal Amount of such portion is determined by dividing the principal amount $1,000 or an integral multiple of the Security converted by the Applicable Conversion Price in effect on the Conversion Date$1,000. No fractional shares will be issued upon conversion but a cash payment or adjustment will be made for dividends on the Class A 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 to be paid in full to the Holder thereof through the delivery of the Class A Common Stock (together with any cash payment in lieu of fractional interestshares) in exchange for the Security being converted pursuant to the terms hereof. The outstanding principal amount Conversion Rate will be adjusted for dividends or distributions on Class A Common Stock payable in Class A Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of any Security shall be reduced by Class A Common Stock; distributions to all holders of Class A Common Stock of certain rights to purchase Class A Common Stock for a period of 60 days at less than the portion Quoted Price at the Time of Determination; and distributions to such holders of assets or debt securities of the principal amount thereof converted 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 shares Class A Common Stock may be changed into a right to convert it into securities, cash or other assets of Capital Stockthe Company or another person.

Conversion. The Subject to the next two succeeding sentences, a Holder of any a Security has may convert it into Common Stock of the right, exercisable Company at any time prior to 5:00 p.m.before the close of business on June 28, New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the 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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances2020. If a the Security is called for redemption, the conversion right will terminate Holder may convert it at any time before the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless . A Security in respect of which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the option of such Holder to require the Company defaults to purchase such Security may be converted only if such notice of exercise is withdrawn in making 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 due upon redemptionof 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 conversion facsimile of such notice) and deliver such notice substantially in to the form attached heretoConversion Agent, (2) surrender the Security to a the Conversion Agent, (3) furnish appropriate endorsements or and 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 A Holder surrenders may convert a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security if the Principal Amount at Maturity of such portion is determined by dividing the principal amount $1,000 or an integral multiple of the Security converted by the Applicable Conversion Price in effect on the Conversion Date$1,000. No fractional shares will be issued upon conversion but a cash 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 outstanding principal amount 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 any Security shall be reduced by 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 portion Quoted Price at the Time of Determination; and distributions to such holders of assets or debt securities of the principal amount thereof converted 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 shares Common Stock may be changed into a right to convert it into securities, cash or other assets of Capital Stockthe Company or another person.

Conversion. The Subject to and upon compliance with the provisions of the Indenture, the Holder of any Security hereof has the right, exercisable at any time prior its option, to convert each $1,000 principal amount of this Note based on an initial Conversion Rate of 9.5238 shares of Class A Common Stock per $1,000 principal amount of Notes, as the same may be adjusted pursuant to the terms of the Indenture. As specified in the Indenture, upon conversion, the Company may deliver (i) shares of Class A Common Stock or (ii) cash and, if applicable, shares of Class A Common Stock equal to the sum of the Daily Settlement Amounts for each of the 25 Settlement Period Trading Days during the applicable Conversion Period. If and only to the extent Holders elect to convert the Notes in connection with a Non-Stock Change of Control, the Company will increase the Conversion Rate applicable to such converting Notes in accordance with the Indenture. If this Note (or portion hereof) is surrendered for conversion after 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the 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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in 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 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 Interest Payment Date but prior to the opening of business on the next applicable Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not it shall be accompanied by payment payment, in immediately available funds or other funds acceptable to the Company, of an amount equal to the interest otherwise payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount being converted; provided that no such payment need be made (i) with respect to conversions after 5:00 p.m., New York City time, on the Regular Record Date immediately preceding the Maturity Date; (ii) with respect to conversions in connection with a Fundamental Change and the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date; and (iii) with respect to any overdue interest, if overdue interest exists at the time of conversion with respect to such Notes. Accrued and unpaid interest, if any, to the Conversion Date is deemed to be paid in full upon receipt of the Security converted by the Applicable Conversion Price in effect on the Conversion DateSettlement Amount rather than cancelled, extinguished or forfeited. No fractional shares will be issued upon any conversion of Notes, but a an adjustment and payment in cash adjustment will be made for any fractional interest. The outstanding principal amount made, as provided in the Indenture, in respect of any Security shall fraction of a share which would otherwise be reduced by issuable upon the portion surrender of any Note or Notes for conversion. A Note in respect of which a Holder is exercising its right to require repurchase may be converted only if such Holder validly withdraws its election to exercise such right to require repurchase in accordance with the terms of the principal amount thereof converted into shares of Capital StockIndenture.

Conversion. The Subject to and in compliance with the provisions of the Indenture (including, without limitation, the conditions to conversion of this Senior Note set forth in Section 5.01 of the Supplemental Indenture), a Holder is entitled, at such Holder's option, to convert the Holder's Senior Note (or any portion of any Security has the principal amount thereof that is $1,000 or an integral multiple $1,000), into fully paid and nonassessable shares of Common Stock at the Conversion Price in effect at the time of conversion. Upon conversion, in lieu of Common Stock, the Company will have the right, exercisable at subject to certain rights of retraction by the Holder set forth in the Indenture, to deliver cash or a combination of cash and shares of Common Stock. At any time prior to 5:00 p.m.Stated Maturity, New York City timethe Company may irrevocable elect in its sole discretion to satisfy up to 100% of the principal amount of the Senior Note surrendered after the date of such election (plus accrued and unpaid Interest) in cash, on March 15, 2030, with any remaining amount to be satisfied in shares of Common Stock. Upon determination that Holders are or will be entitled to convert the principal amount thereof (Senior Notes, the Company shall disseminate a press release through Dow Jones & Company, Inc. or any portion 104 thereof that Bloomberg Business News and publish such info▇▇▇▇▇on on the Company's Web site as soon as practicable. A Senior Note in respect of which a Holder has delivered a Purchase Notice or Fundamental Change Purchase Notice, as the case may be, exercising the option of such Holder to require the Company to purchase such Senior Note may be converted only if such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, is an integral multiple withdrawn in accordance with the terms of $27) into the Indenture. The initial Conversion Rate is 17.8750 shares of Capital Common Stock at the initial conversation rate of 0.73 shares of Capital Stock for each per $27 in aggregate 1,000 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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectivelySenior Notes, and are subject to adjustment under upon certain circumstancesevents described in the Indenture. If a Security is called The Conversion Rate shall not be adjusted for redemptionany accrued and unpaid Interest. Upon conversion, no payment shall be made by the Company with respect to accrued and unpaid Interest, if any. Instead, such amount shall be deemed paid by the shares of Common Stock or the cash amount as determined pursuant to the Indenture, or any combination thereof, delivered upon conversion right will terminate at the close of business any Senior Note. In addition, no payment or adjustment shall be made in respect of dividends on the Business Day immediately preceding Common Stock, except as set forth in the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemptionIndenture. To convert surrender a SecuritySenior Note for conversion, a Holder must (1) complete and manually sign the Notice of Conversion attached hereto (or complete and manually sign a conversion facsimile of such notice) and deliver such notice substantially in to the form attached heretoConversion Agent, (2) surrender the Security Senior Note to a the Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or the Conversion Agent and Agent, (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but required and (5) 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 required pay funds equal to the opening of business Interest payable on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will of Common Stock shall be issued upon conversion but of any Senior Note. Instead of any fractional share of Common Stock that would otherwise be issued upon conversion of such Senior Note, the Company shall pay a cash adjustment will be made for as provided in the Indenture. If the Company (i) is a party to a consolidation, merger or binding share exchange, (ii) reclassifies the Common Stock, or (iii) transfers all or substantially all of its assets to any fractional interest. The outstanding principal amount of any Security shall be reduced by Person, the portion of the principal amount thereof converted right to convert a Senior Note into shares of Capital StockCommon Stock may be changed into a right to convert it into the securities, cash or other assets of the Company or such other Person, in each case in accordance with the Indenture.

Conversion. The A Holder may convert each of any Security has its Securities into shares of the rightCompany’s common stock at an initial conversion rate of 31.7162 shares per $1,000 Principal Amount of Securities (the “Conversion Rate”), exercisable at any time prior to 5:00 p.m.the close of business on December 14, New York City time2035; provided, that the Company may elect to deliver cash equal to (i) the average of the Last Reported Sale Price for the Company’s Common Stock for the five consecutive Trading Days immediately following the date on March 15which the Company gives notice of such election or, 2030if the Company has delivered a notice of redemption, the Conversion Date, multiplied by (ii) the number of shares of Common Stock issuable upon conversion of such Securities on the Conversion Date. The Conversion Rate in effect at any given time is subject to adjustment as provided in the Indenture. A Holder may convert fewer than all of such Holder’s Securities so long as the principal amount thereof (or any portion 104 thereof that is Securities converted are an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate 1,000 principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company)amount. The conversion ratio and equivalent conversion price in effect at any time are known Except as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially otherwise provided in the form attached heretoIndenture, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent Holders will not receive any cash payment representing accrued 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 unpaid Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security. Accrued and unpaid Interest will be deemed paid in full rather than canceled, extinguished or forfeited. In the event of a deposit or withdrawal of an interest in this Security, including an exchange, transfer, repurchase or conversion of this Security is determined by dividing in part only, the principal amount Trustee, as custodian of the Security converted by Depositary, shall make an adjustment on its records to reflect such deposit or withdrawal in accordance with the Applicable Conversion Price rules and procedures of the Depositary. Subject to certain limitations in effect on the Conversion Date. No fractional shares Indenture, at any time when the Company is not subject to Section 13 or 15(d) of the United States Securities Exchange Act of 1934, as amended, upon the request of a Holder of a Restricted Security, the Company will promptly furnish or cause to be issued upon conversion but furnished Rule 144A Information (as defined below) to such Holder of Restricted Securities, or to a cash adjustment will be made for any fractional interest. The outstanding principal amount prospective purchaser of any Security shall be reduced such security designated by the portion of the principal amount thereof converted into shares of Capital Stock.any such Holder, to the

Conversion. A Holder may surrender Securities for conversion into shares of Common Stock on a Conversion Date if, as of such conversion date, the Closing Sale Price of the Common Stock for at least 20 trading days in the 30 day period ending on the trading day prior to the Conversion Date is more than 120% of the Conversion Price per share of Common Stock on such Conversion Date. The Holder "Conversion Price" per share of Common Stock as of any day means the quotient of the principal amount of a Security has divided by the right, exercisable Conversion Rate in respect of such principal amount on that day. A Holder may also surrender Securities for conversion into shares of Common Stock if at any time prior to 5:00 p.m.each of ▇▇▇▇▇'▇ Investor Service, New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the 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 Inc. and Standard & Poor's Rating Services has downgraded its credit rating of the Company). The conversion ratio Securities to below Ba2 and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," BB, respectively, and are subject to adjustment under certain circumstancesfor so long as such downgrades remain in effect. If In addition, a Holder may surrender for conversion a Security is which has been called for redemptionredemption pursuant to Section 5 of this Security, even if the foregoing provisions have not been satisfied, and such Securities may be surrendered for conversion right will terminate at until the close of business on the Business Day immediately preceding prior to the corresponding Redemption Date, unless ; provided that if the Company defaults shall default in making payment of the Redemption Price, a Holder may surrender Securities for conversion on or after the related Redemption Date. In the event that the Company declares a dividend or distribution described in Section 10.7 of the Indenture, or a dividend or distribution described in Section 10.8 of the Indenture where the fair market value of such dividend or distribution per share of Common Stock, as determined in the Indenture, exceeds 15% of the current Market Price of the Common Stock as of the trading day immediately prior to the date of declaration, a Holder may surrender Securities for conversion beginning on the date the Company gives notice to such Holder of such right, which shall be not less than 20 days prior to the Ex-Dividend Time for such dividend or distribution, and such Holder may surrender such Securities for conversion at any time thereafter until the close of business on the Business Day prior to the Ex-Dividend Time or until the Company announces that such distribution shall not take place. Finally, in the event that the Company is a party to a consolidation, merger, transfer or lease of all or substantially all of its assets or a merger which reclassifies or changes its Common Stock pursuant to which the Common Stock would be converted into cash, securities or other assets as set forth in Section 10.14 of the Indenture, a Holder may surrender Securities for conversion at any time from and after the date which is 15 days prior to the anticipated effective time of the transaction until 15 days after the actual date of such transaction (assuming, in a case in which the Company's stockholders may exercise rights of election, that a Holder of Securities would not have exercised any rights of election as to the stock, other securities or other property or assets receivable in connection therewith and received per share the kind and amount received per share by plurality of nonelecting shares). Upon conversion, no payment or adjustment for accrued and unpaid interest on a converted Security (other than the payment due upon redemptionof interest to the Holder of a Security at the close of business on a record date pursuant to Section 1 of this Security) or for dividends or distributions on the Common Stock shall be made. A Security in respect of which a Holder has delivered a Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. A Security in respect of which a Holder has delivered a Change of Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be not converted. The Conversion Rate is initially 9.6618 shares of Common Stock per $1,000 principal amount of Securities, subject to adjustment in certain events described in the Indenture. A Holder which surrenders Securities for conversion shall receive cash in lieu of any fractional shares of Common Stock. To convert a Security, a Holder must (1) complete and sign a the conversion notice substantially in on the form attached heretoreverse of the Security, (2) surrender the Security to a the Conversion Agent, (3) furnish the appropriate endorsements or and transfer documents if required by the Security Registrar or Conversion Agent Agent, and (4) pay any tax or duty which may be payable in respect of any transfer involving the issue or similar taxdelivery of Common Stock in the name of a person other than the Holder thereof. A Holder may convert a portion of a Security if the portion is $1,000 principal amount or an integral multiple of $1,000. The Conversion Rate shall be adjusted for dividends or distributions on shares of Common Stock payable in shares of Common Stock or other Capital Stock; subdivisions, if requiredcombinations or certain reclassifications of Common Stock; distributions to all holders of Common Stock of certain rights to purchase shares of Common Stock 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). Upon conversionHowever, no adjustment or payment will need be made for interest if Securityholders may participate in the transaction without conversion or dividendsin certain other cases. The Company from time to time may voluntarily increase the Conversion Rate. If the Company is a party to a consolidation or merger, but if any Holder surrenders or a transfer or a lease of all or substantially all of its assets or a merger which reclassifies or changes its outstanding Common Stock, the right to convert a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior into Common Stock may be changed into a right to the opening of business on the next Interest Payment Dateconvert it into securities, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount cash or other assets of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital StockCompany or another person.

Conversion. Subject to the terms of the Indenture, the Holder of a Security may convert the Security into shares of Common Stock at the Conversion Rate under the circumstances set forth in Sections 11.2, 11.3, 11.4 and 11.5 of the Indenture. A Security in respect of which a Holder has delivered a Purchase Notice or 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 notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Rate for the Securities on any Conversion Date shall be determined as set forth in the Indenture. The Company shall deliver cash or a check in lieu of any fractional share of Common Stock. A Holder's right to convert the Securities into Common Stock of the Company is also subject to the Company's right to elect to pay such Holder the amount of cash set forth in the next succeeding sentence in lieu of delivering all or part of such Common Stock; provided, however, that if such payment of cash is not permitted pursuant to the provisions of the Indenture, the Company shall deliver Common Stock (and cash in lieu of fractional shares of Common Stock) in accordance with the Indenture, whether or not the Company has delivered a notice pursuant to the Indenture to the effect that the Securities will be paid in cash. If the Company shall elect to make such payment in shares of Common Stock or a combination of cash and Common Stock, the Company shall deliver to the Holder through the Conversion Agent, no later than the third Business Day following the date on which the Applicable Stock Price is determined, a certificate for the number of whole shares of Common Stock issuable upon the conversion and, if applicable, cash in lieu of such Common Stock and cash in lieu of any fractional shares. If, however, the Company shall elect to make all or a portion of such payment solely in cash, the Company shall deliver to the Holder surrendering a Security the amount of cash per Security (or a portion of a Security) equal to the Applicable Stock Price multiplied by the Conversion Rate in effect with respect to such Conversion Date no later than the tenth Business Day following such Conversion Date. The Company may not pay cash in lieu of delivering all or part of such shares of Common Stock upon the conversion of any Security pursuant to the terms of the Indenture (other than cash in lieu of fractional shares) if there has the right, exercisable at any time occurred (prior to 5:00 p.m., New York City timeto, on March 15or after, 2030as the case may A-11 be, to the Conversion Date or the date on which the Company delivers its notice specifying whether each Conversion 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). A Holder may convert a portion of a Security if the principal amount thereof (Principal Amount of such portion is $1,000 or any portion 104 thereof that is an integral multiple of $271,000. No payment or adjustment shall be made for dividends on the Common Stock except as provided in the Indenture. On conversion of a Security, that portion of accrued and unpaid interest (including Contingent Interest, if any) into shares of Capital Stock at on the initial conversation rate of 0.73 shares of Capital Stock for each $27 converted Security attributable to the period from the most recent Interest Payment Date (or, if no Interest Payment Date has occurred, from the Issue Date) through the Conversion Date and Tax Original Issue Discount accrued 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 aggregate principal amount of Securities (equivalent full to a conversion price of $37 per share of Capital Stock the Holder thereof through delivery of the CompanyCommon Stock (together with the cash payment, if any, in lieu of fractional shares), or cash in lieu thereof, in exchange for the Security being converted pursuant to the provisions hereof. The Securities or portions thereof surrendered for conversion ratio and equivalent conversion price in effect at any time are known as during the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at period from the close of business on the Business Day immediately preceding 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 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 immediately preceding any Interest Payment Date 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 shall (except for Securities called for redemption on a Redemption Date that occurs during the period between a Regular Record Date and the Interest Payment Date to the registered Holder of such Security on which such Regular Record Date. In such event, such Security, when surrendered for conversion, need not Date relates) be accompanied by payment to the Company or its order, in New York Clearing House funds or other funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number Principal Amount of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion DateSecurities or portions thereof being surrendered for conversion. No fractional shares will be issued upon conversion but a cash adjustment conversion; in lieu thereof, an amount will be made for any fractional interestpaid in cash based upon the Applicable Stock Price. The outstanding principal amount Company agrees, and each Holder and any beneficial owner of any a Security by its purchase thereof shall be reduced deemed to agree, to treat, for United States federal income tax purposes, the fair market value of the Common Stock received upon the conversion of a Security (together with any cash payment in lieu of fractional shares) or cash, or a combination of cash and Common Stock as a contingent payment on the Security for purposes of Treasury Regulation Section 1.1275-4(b). 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 the Conversion Agent, (c) furnish appropriate endorsements and transfer documents (including any certification that may be required under applicable law) if required by the portion Conversion Agent, and (d) pay any transfer or similar tax, if required. The Conversion Rate will be adjusted under the Indenture 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 principal amount thereof converted into shares Company or certain rights to purchase securities of Capital Stockthe Company (excluding A-12 certain cash dividends or distributions), all as more fully provided in the Indenture. 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.

Conversion. The Subject to the provisions of this paragraph 10 and the Indenture, a Holder of any may convert this Security has the right, exercisable into Common Stock at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the 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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at until the close of business on the second Business Day immediately preceding Stated Maturity. If this Security or any part hereof is subject to redemption by the Company in accordance with paragraph 6 hereof, a Holder may convert this Security into Common Stock at any time until the close of business on the second Business Day immediately preceding the corresponding related Redemption Date, unless . A Security in respect of which a Holder has delivered a Purchase Notice exercising the option of such Holder to require the Company defaults to purchase such Security may be converted only if such notice of exercise is withdrawn in making accordance with the payment due upon redemptionterms of the Indenture. The initial Conversion Rate is 17.6686 shares of Common Stock per $1,000 Principal Amount at Maturity, subject to adjustment for certain events described in the Indenture or this paragraph 10. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. To convert a Security, a Holder must (1) complete and manually sign the conversion notice below (or complete and manually sign a conversion facsimile of such notice) and deliver such notice substantially in to the form attached heretoConversion Agent, (2) surrender the Security to a the Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar Conversion Agent, the Company or Conversion Agent the Trustee and (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 A Holder surrenders may only convert a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security pursuant to the terms of this paragraph 10 and in accordance with the Indenture if the Principal Amount at Maturity of such portion is determined by dividing the principal amount $1,000 or any integral multiple of the Security converted by the Applicable Conversion Price in effect on the Conversion Date$1,000. No fractional shares will be issued upon conversion but a cash payment or adjustment will be made for dividends on the Common Stock except as provided herein and in the Indenture. On conversion of a Security, that portion of accrued Tax Original Issue Discount, Accrued Original Issue Discount attributable to the period from the Issue Date through the Conversion Date and (except as provided above) accrued contingent interest with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through 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 Tax Original Issue Discount and Original Issue Discount accrued through the Conversion Date and accrued contingent interest, and the balance, if any, of such fair market value of such Common Stock (and any 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 outstanding principal amount 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 any Security shall be reduced by 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 portion Sale Price of the principal amount thereof converted Common Stock 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 shares Common Stock may be changed into a right to convert it into securities, cash or other assets of Capital Stockthe Company or another person. The Conversion Rate will not be adjusted for Accrued Original Issue Discount or any contingent interest.

Conversion. The Subject to the next two succeeding sentences, a Holder of any Security has a Debenture may convert it into Common Stock of the right, exercisable Company at any time prior to 5:00 p.m.before the close of business on April 24, New York City time2018; PROVIDED, on March 15HOWEVER, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to if 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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security Debenture is called for redemption, the conversion right will terminate Holder may convert it at any time before the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless . 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 Conversion Rate. A Debenture in respect of which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the option of such Holder to require the Company defaults to purchase such Debenture may be converted only if the notice of exercise is withdrawn in making accordance with the terms of the Indenture. The initial Conversion Rate is 13.794 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 due upon redemptionof 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 Security, Debenture a Holder must (1i) 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 notice substantially in pursuant to the form attached heretoDepositary's book-entry conversion program, (2ii) surrender the Security 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), (3iii) furnish appropriate endorsements or and transfer documents if required by the Security Registrar Conversion Agent, the Company or Conversion Agent the Trustee and (4iv) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will 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 interest or dividends, but 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 any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder Principal Amount at Maturity of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment portion is $1,000 or an integral multiple 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 the Security converted by the Applicable Conversion Price in effect on the Conversion Date$1,000. No fractional shares will be issued upon conversion but a cash 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 interestshares 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 outstanding principal 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 any Security shall be reduced by securities, cash or other assets that the portion of Holder would have received if the principal amount thereof Holder had converted into shares of Capital Stocksuch Holder's Debentures immediately prior to such transaction.

Conversion. (i) The Holder Borrower shall have the option to convert all or any part of the outstanding LIBOR Rate Loans to Alternate Base Rate Loans or to convert all or any Security has part of its Alternate Base Rate Loans to LIBOR Rate Loans. To convert a Loan under this Section 4.01(d), the right, exercisable at any time prior Borrower shall deliver a Notice of Conversion to 5:00 p.m., the Administrative Agent no later than 12:00 p.m. (New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the 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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in 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 to a Conversion Agent, least three (3) furnish appropriate endorsements Business Days in advance of the proposed conversion date. Promptly after receipt of a Notice of Conversion under this Section 4.01(d), the Administrative Agent shall notify each applicable Lender by telex or transfer documents if required telecopy, or other similar form of transmission, of the proposed conversion. Any Notice of Conversion shall be irrevocable, and the Borrower shall be bound to convert in accordance therewith. Any conversion pursuant to this Section 4.01(d) shall be effective upon the Interest Payment Date next succeeding the date of the applicable Notice of Conversion. In the absence of any Notice of Conversion in accordance herewith, all Loans shall continue to accrue interest as LIBOR Rate Loans or Alternate Base Rate Loans, as applicable for the preceding Interest Period. For greater certainty, any conversion of a Loan hereunder will result in a change in the interest rate applicable to such Loan but will not constitute the repayment and reborrowing of a Loan. (ii) All LIBOR Rate Loans shall have the same LIBOR Period. So long as there is no Default or Event of Default, the Borrower shall have the option on each Adjustment Date to adjust the then-applicable LIBOR Period for all of the outstanding LIBOR Rate Loans to a different LIBOR Period. To adjust a LIBOR Period under this Section 4.01(d), the Borrower shall deliver a Notice of Adjustment to the Administrative Agent no later than 12:00 p.m. (New York City time) at least five (5) Business Days in advance of the proposed adjustment date. Promptly after receipt of a Notice of Adjustment under this Section 4.01(d), the Administrative Agent shall notify each applicable Lender by telex or telecopy, or other similar form of transmission, of the Security Registrar or Conversion Agent proposed adjustment. Any Notice of Adjustment shall be irrevocable, and the Borrower shall be bound to adjust the LIBOR Period in accordance therewith. Any adjustment pursuant to this Section 4.01(d) shall be effective upon the Adjustment Date next succeeding the date of the applicable Notice of Adjustment. In the absence of any Notice of Adjustment with respect to an Adjustment Date in accordance herewith, all LIBOR Rate Loans shall continue to have the same LIBOR Period as was in effect prior to such Adjustment Date. (4iii) pay any transfer or similar taxAnything herein to the contrary notwithstanding, if required. Upon conversion, no adjustment (x) on 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 determination of business any LIBOR Rate for any LIBOR Period, the Administrative Agent determines in good faith, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR Rate” are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for LIBOR Rate Loans as provided herein; or (y) the Required Lenders determine in good faith, which determination shall be conclusive, and notify the Administrative Agent that the relevant rates of interest referred to in the definition of “LIBOR Rate” upon the basis of which the rate of interest for LIBOR Rate Loans for such LIBOR Period is to be determined are not likely to cover adequately the cost to such Lenders of making or maintaining LIBOR Rate Loans for such LIBOR Period; then the Administrative Agent shall give the Borrower and each Lender prompt notice thereof, and so long as such condition remains in effect, the Lenders shall be under no obligation to make additional LIBOR Rate Loans, to continue LIBOR Rate Loans or to convert Alternate Base Rate Loans into LIBOR Rate Loans, and on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount last day(s) of the Security converted by then current LIBOR Period(s) for the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security LIBOR Rate Loans such Loans shall be reduced by the portion of the principal amount thereof converted into shares of Capital StockAlternate Base Rate Loans in accordance with this Section 4.01(d).

Conversion. The Holder Subject to the next succeeding sentence, a holder of any Security has the right, exercisable a Debenture may convert it into Common Shares at any time prior to 5:00 p.m.the close of business on the Maturity Date in accordance with the indenture, New York City time, on March 15, 2030, to convert provided that if the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the 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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security Debenture is called for redemption, the conversion right will terminate holder is entitled to convert it at any time before the close of business on the Business Day immediately preceding last business day prior to the corresponding Redemption Date. A Debenture in respect of which a holder has delivered a Change of Control Redemption Notice accepting an Offer may be converted only if such Change of Control Redemption Notice is withdrawn in accordance with the terms of the indenture. The initial Conversion Rate is approximately 104.4932 Common Shares per U.S.$1,000 principal amount of Debentures, unless reflecting an initial Conversion Price of U.S.$9.57. The Conversion Price is subject to adjustment upon the occurrence of certain events described in the indenture, including the events described below. The Company defaults will deliver cash in making lieu of any fractional Common Share. Subject to the payment due upon redemption. To indenture, to convert a SecurityDebenture, a Holder holder must (1) complete and manually sign a conversion notice substantially in the form attached heretoas Schedule D to the indenture and deliver such notice to the 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, (2) 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), (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar Trustee or Conversion Agent the Company and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will 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 any Debenture that is held in an account maintained at CDS by any such participant. No accrued and unpaid interest or dividends, but if any Holder surrenders a Security for conversion after from 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, Date next preceding the interest payable on such Interest Payment Conversion Date will be paid on Debentures that are converted except if a Debenture is converted in response to a call for redemption in accordance with Article 3 of the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of indenture or in response to an amount equal to Offer made upon the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion occurrence of a Security is determined by dividing Change of Control as provided in Article 5 of the indenture. A Debenture holder may elect to convert a portion of a Debenture if the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Datesuch portion is U.S.$1,000 or an integral multiple of U.S.$1,000. No fractional shares will be issued upon conversion but a cash payment or adjustment will be made for any fractional interestdividends or other distributions on the Common Shares except as provided in the indenture. The outstanding principal Conversion Price will be adjusted for: (i) dividends or distributions on Common Shares payable in Common Shares of the Company; (ii) subdivisions or combinations of Common Shares; (iii) certain issuances by reclassification of Common Shares into any other shares of the Company; (iv) distributions to all holders of Common Shares of rights, warrants or options entitling them, for a period not exceeding 45 days, to subscribe for Common Shares at less than the Current Market Price per Common Share; (v) distributions on Common Shares of evidences of indebtedness, capital stock, cash or assets (including Debentures but excluding Common Share distributions covered above, those rights, warrants, dividends and distributions referred to above, dividends and distributions paid exclusively in cash and certain distributions upon mergers or consolidations resulting in reclassification, conversion, exchange or cancellation of common shares); (vi) dividends and other distributions on Common Shares paid exclusively in cash, if the aggregate amount of such dividends and other distributions, when taken together with other all-cash distributions made within the preceding 12 months not triggering a conversion rate adjustment, exceeds 1% of Aggregate Market Capitalization on the date of the payment of the dividends and other distributions; or (vii) payment to holders of Common Shares in respect of an issuer bid or a tender or exchange offer, other than an odd-lot offer, by the Company or a Subsidiary for Common Shares as of the trading day next succeeding the last date tenders or exchanges may be made pursuant to an issuer bid or a tender or exchange offer by the Company or one of the Company's Subsidiaries, which involves an aggregate consideration that, together with any cash and the fair market value of other consideration payable in respect of an issuer bid or any tender or exchange offer by the Company or one of the Company's Subsidiaries for the Common Shares concluded within the preceding 12 months not triggering a conversion rate adjustment, and the aggregate amount of any Security shall be reduced by the portion all-cash distributions to all holders of the principal amount thereof converted Company's common shares made within the preceding 12 months not triggering a conversion rate adjustment exceeds 5% of Aggregate Market Capitalization on the Next Trading Day. However, no adjustment will be made if Debenture holders will participate in the transactions on a basis that the board of directors of the Company determines is fair and appropriate. Subject to regulatory consent, the Company from time to time may voluntarily decrease the Conversion Price. If the Company is a party to a consolidation, amalgamation, merger or binding share exchange, a transfer of distributions or certain other transactions described in the indenture, the right to convert a Debenture may be changed into shares a right to convert it into securities, property or assets (including cash) of Capital Stockthe Company or another person.

Conversion. The Subject to and upon compliance with the provisions of the Indenture, the Holder of any Security has the rightthis Note is entitled, exercisable at his option, at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the 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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at before the close of business on the Business Day immediately preceding prior to the corresponding Redemption Datedate of Maturity, or in case this Note or a portion hereof is called for redemption or the Holder hereof has exercised his right to require the Company to repurchase this Note or such portion hereof, then in respect of this Note until and including, but (unless the Company defaults in making the payment due upon redemption. To convert a Securityredemption or repurchase, a Holder must (1as the case may be) complete and sign a conversion notice substantially in the form attached heretonot after, (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 Business Day prior to the opening of business on Redemption Date or the next Interest Payment Repurchase Date, thenas the case may be, notwithstanding to convert this Security (or any portion of the principal amount hereof that is an integral multiple of U.S.$1,000, provided that the unconverted portion of such conversionprincipal amount is U.S.$1,000 or any integral multiple of U.S.$1,000 in excess thereof) into fully paid and nonassessable shares of Common Stock of the Company at an initial Conversion Rate of 38.0952 shares of Common Stock for each U.S.$1,000 principal amount of Notes (or at the current adjusted Conversion Rate if an adjustment has been made as provided in the Indenture) by surrender of this Note, duly endorsed or assigned to the Company or in blank and, in case such surrender shall be made during the Record Date Period (except if this Note or portion thereof has been called for redemption on a Redemption Date occurring within such Record Date Period and, as a result, the interest payable on right to convert would terminate in such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such eventperiod), such Security, when surrendered for conversion, need not be also accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Note then being converted, and also the conversion notice hereon duly executed, to the Company at the Corporate Trust Office of the Trustee, or at such other office or agency of the Company, subject to any laws or regulations applicable thereto and subject to the right of the Company to terminate the appointment of any Conversion Agent (as defined below) as may be designated by it pursuant to the Indenture; provided, further, that if this Note or portion so convertedhereof has been called for redemption on a Redemption Date occurring during the Record Date Period, and is surrendered for conversion during such period, then the Holder of this Note on the related Regular Record Date will be entitled to receive the interest accruing hereon from the Interest Payment Date next preceding the date of such conversion to such succeeding Interest Payment Date and the Holder of this Note who converts this Note or a portion hereof during such period shall not be required to pay such interest upon surrender of this Note for conversion. Subject to the provisions of the preceding sentence, no cash payment or adjustment is to be made on conversion for interest accrued hereon from the Interest Payment Date next preceding the day of conversion, or for dividends on the Common Stock issued on conversion hereof. The Company shall thereafter deliver to the Holder the fixed number of shares issuable upon conversion of a Security Common Stock (together with any cash adjustment, as provided in the Indenture) into which this Note is determined by dividing convertible and such delivery will be deemed to satisfy the Company's obligation to pay the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Datethis Note. No fractional fractions of shares or scrip representing fractions of shares will be issued upon conversion on conversion, but instead of any fractional interest (calculated to the nearest 1/100th of a share) the Company shall pay a cash adjustment as provided in the Indenture (or round up the number of shares of Common Stock issuable upon conversion to the nearest whole share). The Conversion Rate is subject to adjustment as provided in the Indenture. In addition, the Indenture provides that in case of certain consolidations or mergers to which the Company is a party (other than a consolidation or merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any conveyance, transfer, sale or lease of all or substantially all of the property and assets of the Company, the Indenture shall be amended, without the consent of any Holders of Notes, so that this Note, if then outstanding, will be convertible thereafter, during the period this Note shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, transfer, sale or lease by a holder of the number of shares of Common Stock of the Company into which this Note could have been converted immediately prior to such consolidation, merger, conveyance, transfer, sale or lease (assuming such holder of Common Stock is not a Constituent Person or an Affiliate of a Constituent Person, failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of Non-electing Shares). No adjustment in the Conversion Rate will be made for until such adjustment would require an increase or decrease of at least one percent of such rate, provided that any fractional interest. The outstanding principal amount adjustment that would otherwise be made will be carried forward and taken into account in the computation of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stocksubsequent adjustment.

Conversion. The Holder of any Security Debenture has the right, exercisable at any time prior to 5:00 p.m., beginning 90 days following the first date of original issuance of the Convertible Preferred Securities and on or before the close of business (New York City time) on December 1, 2026 (or, in the case of Debentures called for redemption (either at the option of the Company or pursuant to a Tax Event), on March 15, 2030the fifth Business Day immediately preceding the Redemption Date), to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $2750.00) into fully paid and nonassessable shares of Capital Common Stock of the Company at the an initial conversation conversion rate of 0.73 1.339 shares of Capital Common Stock for each $27 50.00 in aggregate principal amount of Securities Debentures (equivalent equal to a conversion price of approximately $37 37.34 per share of Capital Stock of the CompanyCommon Stock). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in 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 to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security Debenture is determined by dividing the principal amount of the Security Debenture converted by the Applicable Conversion Price conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding Outstanding principal amount of any Security Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Capital Common Stock. To convert a Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest 110 103 Payment Date on the portion of Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Debentures being converted, which shall be deemed to be paid in full. If any 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 Debenture shall (subject to any right of the Holder of such Debenture or any Predecessor Debenture to receive interest as provided in the last paragraph of Section 3.07 and this paragraph) be paid to the Company upon a Company Request or, if then held by the Company, shall be discharged from such trust.

Conversion. The Holder Subject to the provisions of any this paragraph 8, a holder of a Security has the right, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to may convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) such Security into shares of Capital Stock at the 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 GGD Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a the Security is called for redemption, 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 corresponding Redemption Date, redemption date (unless the Company defaults in making payment of the payment due upon redemptionredemption price, in which case the conversion right will terminate on the date such default is cured). The holder may also convert such Security at any time before the close of business on its maturity date. The initial conversion price is $39.60 per share, subject to adjustment in certain events. The number To convert a Security, a Holder holder must (1) complete and sign a the conversion notice substantially in on the form attached heretoreverse of the Security, (2) surrender the Security to a Conversion Agent, (3) furnish the appropriate endorsements or and transfer documents if required by the Security Registrar or Conversion Agent Agent, and (4) pay any tax or duty which may be payable in respect of any transfer involving the issue or similar tax, if requireddelivery of GGD Stock in the name of a Person other than the Holder thereof. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders A holder may convert a portion of a Security for conversion after if the close portion is $1,000 or an integral multiple of business $1,000. If GGD Stock is to be issued in the name of a Person other than the Holder thereof, and the restrictions on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder transfer of such Security set forth in the first paragraph of the face of the Security remain in effect, the Holder must provide certification through the Assignment Form attached hereto. If the restrictions on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion transfer of a Security is determined by dividing set forth in the principal amount first paragraph of the face of the Security converted by remain in effect, all shares of GGD Stock delivered upon conversion thereof shall bear a restrictive legend substantially in the Applicable Conversion Price in effect 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 Conversion Datecurrent 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 fractional shares adjustment in the conversion price will be issued upon required unless such adjustment would require a change of at least 1% in the conversion but price then in effect; provided that any adjustment that 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 changed into a right to convert it into securities, cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion or other assets of the principal amount thereof converted into shares of Capital StockCompany or another person.

Conversion. The At any time after 90 days following the latest date of original issuance of the Notes and prior to the close of business on the business day immediately preceding April 15, 2006, a Holder of any Security has the right, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to a Note may convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) such Note into shares of Capital Stock at the 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 Common Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as ; provided, however, that if the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security Note is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding before the corresponding Redemption Date, redemption date of such Note (unless the Company defaults shall default in making the redemption payment due when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Note is redeemed). The initial conversion price is $38.03 per share, subject to adjustment under certain circumstances as described in the Indenture (the "Conversion Price"). The number of shares issuable upon redemptionconversion of a Note is determined by dividing the principal amount converted by the Conversion Price in effect on the conversion 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 current market price (as defined in the Indenture) of the Common Stock on the last trading day prior to the date of conversion. To convert a SecurityNote, a Holder must (1a) complete and sign a the conversion notice substantially in set forth below and deliver such notice to the form attached hereto, (2) surrender the Security to a Conversion Agent, (3b) surrender the Note to the Conversion Agent, (c) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or the Conversion Agent and Agent, (4d) 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. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any If a Holder surrenders a Security Note for conversion after between the close of business on the Regular Record Date 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 conversioninterest payment date, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not Note must be accompanied by payment 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 issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by Note or portion thereof then converted; provided, however, that no such payment shall be required if such Note has been called for redemption on a redemption date within the Applicable Conversion Price in effect period between and including such record date and such interest payment date, or if such Note is surrendered for conversion on the Conversion Dateinterest payment date. No fractional shares will be issued upon conversion but A Holder may convert a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of a Note equal to $1,000 or any integral multiple thereof. A Note in respect of which a Holder had delivered a Repurchase Notice exercising the principal amount thereof option of such Holder to require the Company to repurchase such Note may be converted into shares only if the notice of Capital Stockexercise is withdrawn as provided above and in accordance with the terms of the Indenture.

Conversion. The A Holder of any a Security has may convert the right, exercisable Security into shares of Common Stock at any time until the close of business on the Business Day prior to 5:00 p.m.the Stated Maturity; provided, New York City timehowever, on March 15, 2030, to convert that if the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the 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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, Date for such Security or such earlier date as the Holder presents such Security for redemption (unless the Company defaults shall default in making the redemption payment due when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed). A Security in respect of which a Holder has delivered a Repurchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Rate is 12.2182 shares of Common Stock per $1,000 Principal Amount, subject to adjustment in certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. In the event the Company exercises its option pursuant to Section 14.01 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 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 Common Stock except as provided in the Indenture. On conversion of a Security, that portion of accrued Original Issue Discount (and interest if the Security is converted to an interest-bearing debenture) attributable to the 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 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 (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 Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. No fractional shares will be issued upon redemptionconversion; in lieu thereof, an amount will be paid in cash based upon the closing price of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (1a) complete and manually sign a the conversion notice substantially in the form attached hereto, (2) surrender the Security set forth below and deliver such notice to a Conversion Agent, (3b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements or and transfer documents (including any certification that may be required under applicable law) if required by the Security Registrar or Conversion Agent Agent, and (4d) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stock.

Conversion. The Subject to the provisions of Article 11B of the Indenture, a Holder of any Security has a Debenture may convert such Debenture into the right, exercisable at any time prior Cash Conversion Amount in cash payable by WPP and WPP Holdings ADSs representing a number of WPP Holdings Ordinary Shares equal to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at Conversion Amount divided by the 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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively; provided, and are subject to adjustment under certain circumstances. If a Security however, that if such Debenture is called for redemption, the conversion right will terminate on the second Business Day immediately preceding the Redemption Date of such Debenture (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the Business Day immediately preceding date such Default is cured and such Debenture is redeemed). The initial conversion price is $8.84 per WPP Holdings Ordinary Share, subject to adjustment under certain circumstances as described in the corresponding Redemption DateIndenture (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 WPP Holdings Ordinary Shares represented by WPP Holdings 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, unless 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 WPP in cash based upon the Company defaults current WPP Holdings Market Price (as defined in making the payment due upon redemptionIndenture) of WPP Holdings ADSs on the last trading day prior to the date of conversion. To convert a SecurityDebenture, a Holder must (1a) complete and sign a the irrevocable conversion notice substantially in set forth below (copies of which may also be obtained from the form attached hereto, (2Conversion Agent) surrender and deliver such notice to the Security to a Conversion Agent, (3b) 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 or and transfer documents if required by the Security Registrar or the Conversion Agent and Agent, (4d) pay any transfer or similar tax, if requiredrequired 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 conversionsatisfaction of such requirements, no adjustment or payment will be made for interest or dividendsthe Conversion Agent shall, but if any on behalf of such Holder, immediately convert such Debentures into the Cash Conversion Amount and WPP Holdings ADSs representing the number of WPP Holdings Ordinary Shares described above. If a Holder surrenders a Security Debenture for conversion after between the close of business on the Regular Record Date record date for the payment of an installment of interest and prior to the opening of business on the next related Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not 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 portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by 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 Applicable Conversion Price in effect period between and including such record date and such Interest Payment Date, or if such Debenture is surrendered for conversion on the Conversion Interest Payment Date. No fractional shares will be issued upon conversion but A Holder may convert a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the 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 of Control Acceptance Notice exercising the principal amount thereof option of such Holder to require the Company to repurchase such 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 into shares only if such notice of Capital Stockexercise is withdrawn in accordance with the terms of the Indenture.”

Conversion. The Subject to and upon compliance with the provisions of the Indenture, the Holder of any Security has the rightthis Note is entitled, exercisable at his option, at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the 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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at before the close of business on the Business Day immediately preceding prior to the corresponding Redemption Datedate of Maturity, or in case this Note or a portion hereof is called for redemption or the Holder hereof has exercised his right to require the Company to repurchase this Note or such portion hereof, then in respect of this Note until and including, but (unless the Company defaults in making the payment due upon redemption. To convert a Securityredemption or repurchase, a Holder must (1as the case may be) complete and sign a conversion notice substantially in the form attached heretonot after, (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 Business Day prior to the opening of business on Redemption Date or the next Interest Payment Repurchase Date, thenas the case may be, notwithstanding to convert this Security (or any portion of the principal amount hereof that is an integral multiple of U.S.$1,000, provided that the unconverted portion of such conversionprincipal amount is U.S.$1,000 or any integral multiple of U.S.$1,000 in excess thereof) into fully paid and nonassessable shares of Common Stock of the Company at an initial Conversion Rate of 46.3822 shares of Common Stock for each U.S.$1,000 principal amount of Notes (or at the current adjusted Conversion Rate if an adjustment has been made as provided in the Indenture) by surrender of this Note, duly endorsed or assigned to the Company or in blank and, in case such surrender shall be made during the Record Date Period (except if this Note or portion thereof has been called for redemption on a Redemption Date occurring within such Record Date Period and, as a result, the interest payable on right to convert would terminate in such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such eventperiod), such Security, when surrendered for conversion, need not be also accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Note then being converted, and also the conversion notice hereon duly executed, to the Company at the Corporate Trust Office of the Trustee, or at such other office or agency of the Company, subject to any laws or regulations applicable thereto and subject to the right of the Company to terminate the appointment of any Conversion Agent (as defined below) as may be designated by it pursuant to the Indenture; provided, further, that if this Note or portion hereof has been called for redemption on a Redemption Date occurring during the Record Date Period, and is surrendered for conversion during such period, then the Holder of this Note on the related Regular Record Date will be entitled to receive the interest accruing hereon from the Interest Payment Date next preceding the date of such The Conversion Rate is subject to adjustment as provided in the Indenture. In addition, the Indenture provides that in case of certain consolidations or mergers to which the Company is a party (other than a consolidation or merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any conveyance, transfer, sale or lease of all or substantially all of the property and assets of the Company, the Indenture shall be amended, without the consent of any Holders of Notes, so converted. The that this Note, if then outstanding, will be convertible thereafter, during the period this Note shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, transfer, sale or lease by a holder of the number of shares issuable upon conversion of Common Stock of the Company into which this Note could have been converted immediately prior to such consolidation, merger, conveyance, transfer, sale or lease (assuming such holder of Common Stock is not a Constituent Person or an Affiliate of a Security is determined Constituent Person, failed to exercise any rights of election and received per share the kind and amount received per share by dividing the principal amount a plurality of the Security converted by the Applicable Conversion Price Non-electing Shares). No adjustment in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment Rate will be made for until such adjustment would require an increase or decrease of at least one percent of such rate, provided that any fractional interest. The outstanding principal amount adjustment that would otherwise be made will be carried forward and taken into account in the computation of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stocksubsequent adjustment.

Conversion. The Holder of Subject to the provisions hereof and the Indenture and notwithstanding the fact that any Security other condition to conversion has not been satisfied, Holders may convert the rightSecurities into the Company’s Class A common stock on or after August 25, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 20302011, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27and including) into shares of Capital Stock at the 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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Maturity Date at any time, at the option of the Holder, through Maturity. A Holder may convert Series B Notes in multiples of $1,000 principal amount into Class A common stock. The Series B Notes’ Conversion Price per share of Class A common stock will initially equal $8.00 and the Series B Notes’ Conversion Rate will initially equal 125 shares per $1,000 principal amount of Series B Notes. The Company will deliver cash in lieu of any fractional share of Class A common stock in such amount as is equal to the applicable portion of the then current sale price of the Company’s Class A common stock on the Trading Day immediately preceding the Conversion Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and manually sign the conversion notice below (or complete and manually sign a conversion facsimile of such notice) and deliver such notice substantially in to the form attached heretoConversion Agent, (2) surrender the Security to a the Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar Conversion Agent, the Company or Conversion Agent the Trustee and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment The date a Holder complies with these requirements is the “Conversion Date” with respect to the Securities to be converted. Such Securities will be made for interest or dividends, but if any Holder surrenders a Security for conversion after deemed to have been converted immediately prior to the close of business on the Conversion Date. If a Holder’s interest is a beneficial interest in a Global Security, in order to convert a Security a Holder must comply with requirements (2), (3) and (4) set forth above and comply with the Depositary’s procedures for converting a beneficial interest in a Global Security. 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 Class A common stock except as provided in the Indenture. Upon conversion of a Security, a Holder will receive a cash payment of interest representing accrued and unpaid interest, except if such conversion occurs during the period from the close of business on any Regular Record Date for the payment of an installment of interest and prior next preceding any Interest Payment Date to the opening of business on the next such Interest Payment Date, then, notwithstanding . Holders of Securities surrendered for conversion during such conversion, period will receive the semiannual interest payable on such Interest Payment Date Securities on the corresponding interest payment date notwithstanding the conversion. The Conversion Rate will not be adjusted for accrued and unpaid interest. A certificate for the number of full shares of Class A common stock into which any Security is converted, together with any cash payment for fractional shares, will be paid to delivered through the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on Agent as soon as practicable following the Conversion Date. No fractional In addition, the Conversion Rate will be adjusted for dividends or distributions on Class A common stock payable in Class A common stock or other of the Company’s Capital Stock; subdivisions, combinations or certain reclassifications of Class A common stock; distributions to all holders of Class A common stock of certain rights to purchase Class A common stock for a period expiring within 60 days of issuance for such distribution at less than the then current Sale Price of the Class A common stock at the Time of Determination; and distributions to the holders of the Company’s Class A common stock of a portion of the Company’s assets (including shares of Capital Stock of a Subsidiary) or debt securities issued by the Company or certain rights to purchase the Company’s securities (excluding cash dividends or other cash distributions from current or retained earnings unless the annualized amount thereof per share exceeds 5% of the sale price of the Company’s Class A common stock on the day preceding the date of declaration of such dividend or other distribution). However, no adjustment to the Conversion Rate need be made if Holders of the Securities may participate in the transaction without conversion or in certain other cases. The Company from time to time may voluntarily increase the Conversion Rate. Subject to the required purchase described in Section 701 of the Indenture, 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 Class A common stock will be changed into a right to convert it into the kind and amount of securities, cash or other assets of the Company or another Person which the Holder would have received if the Holder had converted the Holder’s Securities immediately prior to the transaction. In lieu of delivery of shares of the Company’s Class A common stock upon notice of conversion of any Securities (for all or any portion of the Securities), the Company may elect to pay Holders surrendering Securities an amount in cash per Security (or a portion of a Security) equal to the average sale price of the Company’s Class A common stock for the five consecutive Trading Days immediately following the date of the notice of the Company’s election to deliver cash multiplied by the number of shares of the Company’s Class A common stock which would have been issued on conversion and in respect of which cash is being delivered in lieu of shares. The Company will inform the Holders through the Trustee no later than two Business Days following the receipt of a conversion notice of the Company’s election to deliver shares of the Company’s Class A common stock or to pay cash in lieu of delivery of the shares. If the Company elects to deliver all of such payment in shares of Class A common stock, the shares will be issued upon conversion but delivered through the Conversion Agent no later than the fifth Business Day following the Conversion Date. If the Company elects to pay all or a cash adjustment portion of such payment in cash, the payment, including any delivery of the Class A common stock, will be made for any fractional interestto Holders surrendering Securities no later than the tenth Business Day following the applicable Conversion Date. The outstanding principal amount If an Event of Default, as described in the Indenture (other than a default in a cash payment upon conversion of the Securities) has occurred and is continuing, the Company may not pay cash upon conversion of any Security shall be reduced by the Securities or portion of the principal amount thereof converted into shares of Capital Stocka Security (other than cash for fractional shares).

Conversion. The Holder holder of any Security Note has the right, exercisable at any time prior to 5:00 p.m., after the original issuance of the Note and before the close of business (New York City time, ) on March 15, 2030the Business Day immediately preceding the date of the Note's maturity, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $271,000) into shares of Capital Class A Common Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price Conversion Price of $37 43.758 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectivelyshare, and are subject to adjustment under certain circumstances. If circumstances as set forth in the Indenture, except that if a Security Note is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, date fixed for redemption (unless the Company defaults shall default in making the redemption payment due upon redemptionwhen it becomes due, in which case the conversion right shall terminate on the date such default is cured). To convert a SecurityNote, a Holder holder must (1) complete and sign a conversion notice substantially in the form attached heretoset forth below, (2) surrender the Security Note 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 No payment or other adjustment or payment will be made for accrued interest or dividends, but if dividends on any Holder surrenders a Security for Class A Common Stock issued upon conversion of the Notes. If any Notes are converted during any period after the close of business on the Regular any Record Date for the payment of an installment of interest and prior to but before the opening of business next Interest Payment Date, interest for such notes will be paid on the next Interest Payment Date, then, notwithstanding such conversion, to the interest payable on 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 will be paid to must, except as described in the registered Holder of such Security on such Regular Record Date. In such eventnext sentence, such Security, when surrendered for conversion, need not be accompanied by a payment of an amount equal to the interest payable on such Interest Payment Date on the portion so principal amount of Notes being converted. The number payment to the Company described in the preceding sentence shall not be required if, during that period between a Record Date and the next Interest Payment Date, a conversion occurs on or after the date that the Company has issued a redemption notice and prior to the date of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price redemption stated in effect on the Conversion Datesuch notice. No fractional shares will be issued upon conversion conversion, but a cash adjustment will be made for any fractional interestshares. A Note in respect of which a Holder has delivered an "Option of Holder to Elect Purchase" form appearing below exercising the option of such Holder to require the Company to purchase such Note may be converted only if the notice of exercise is withdrawn as provided above and in accordance with the terms of the Indenture. The outstanding principal amount above description of any Security shall be reduced by the portion conversion of the principal amount Notes is qualified by reference to, and is subject in its entirety by, the more complete description thereof converted into shares of Capital Stockcontained in the Indenture.

Conversion. The Holder this Security may convert the Security into shares of any Security has Common Stock, so long as the rightconditions described in Section 1402 of the Indenture are met, exercisable at any time until the close of business on the Business Day prior to 5:00 p.m.the Stated Maturity; provided, New York City timehowever, on March 15, 2030, to convert that if the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the 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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, Date for such Security or such earlier date as the Holder presents such Security for redemption (unless the Company defaults shall default in making the redemption payment due when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed). A Security in respect of which a Holder has delivered a Repurchase Notice or Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Rate is 4.7872 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. If the Company exercises its option pursuant to Section 1701 of the Indenture to have interest in lieu of Original Issue Discount accrue on this 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 immediately preceding any Interest Payment Date to the opening of business of such Interest Payment Date (unless such Securities or portions thereof have been called for redemption on a Redemption Date within such period) 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 this 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 this Security, that portion of accrued Original Issue Discount (and interest if the Security is converted to an interest-bearing debenture) attributable to the 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 Option Exercise Date and (y) the date on which interest was last paid or duly provided for) 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 (and unpaid 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 Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price (or Restated Principal Amount, if the Company has exercised its option provided for in "Tax Event") of the Security being converted pursuant to the provisions hereof. No fractional shares will be issued upon redemptionconversion; in lieu thereof, an amount will be paid in cash based upon the closing price of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (1a) complete and manually sign a the conversion notice substantially in the form attached hereto, (2) surrender the Security set forth below and deliver such notice to a Conversion Agent, (3b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements or and transfer documents (including any certification that may be required under applicable law) if required by the Security Registrar or Conversion Agent Agent, and (4d) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stock.

Conversion. The Holder Subject to the terms of any Security has the rightIndenture, exercisable Holders may surrender Securities for conversion into shares of Common Stock at any time on or prior to 5:00 p.m.July 1, New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock 2023 at the 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)then in effect. The conversion ratio and equivalent conversion price in effect at any time are known as right with respect to the "Applicable Conversion Price" and Security or the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a portion of the Security is called for redemption, the conversion right being redeemed will terminate expire at the close of business on the Business Day date that is two Trading Days immediately preceding the corresponding Redemption Date, such redemption date unless the Company defaults in making the payment payments 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 transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so convertedredemption date. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security to be converted by the Applicable Conversion Price conversion price in effect on the Conversion Dateconversion date, and rounding the result to the nearest 1/l00th of a share, with 500/1,000 of a share to be rounded up. Upon conversion, no payment or adjustment for accrued interest on a converted Security (other than the payment of interest to the Holder of a Security at the close of business on a record date pursuant to paragraph 2 hereof) or for dividends or distributions on the Common Stock will be made. The Company will deliver a check for the current market value of such fractional shares rounded down to the nearest cent based on the current market price of the Common Stock. A Security in respect of which a Holder has delivered a Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial conversion price is $61.50 per share of Common Stock, subject to adjustment in certain events described in the Indenture. No fractional shares adjustment in the conversion price will be issued upon required unless such adjustment would require a change of at least 1% in the conversion but a cash price then in effect; PROVIDED that any adjustment will that would otherwise be required to be made for shall be earned forward and taken into account in any fractional interestsubsequent adjustment. The outstanding principal amount Company from time to time may voluntarily reduce the conversion price for a period of at least 20 days. To convert a Security, a Holder must (1) complete and sign the conversion notice on the reverse of the Security, (2) surrender the Security to the Conversion Agent, (3) furnish the appropriate endorsements and transfer documents if required by the Registrar or Conversion Agent, and (4) pay any tax or duty which may be payable in respect of any transfer involving the issue or delivery of Common Stock in the name of a Person other than the Holder thereof. In the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures. A Holder may convert a portion of a Security shall be reduced by if the portion is $1,000 or an integral multiple of $1,000. 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 Common Stock, 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 principal amount thereof converted into shares of Capital StockCompany or another person.

Conversion. The Upon satisfaction of the conditions set forth in Section 10.01(a) of the Indenture, a Holder of a Security may convert any portion of the principal amount of any Security 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 thereof (or any portion 104 thereof that is an integral multiple of $271,000 into cash and fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/10000th of a share) into shares of Capital Common Stock at in accordance with the initial conversation rate provisions 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 Section 10.14 of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Indenture; provided that if such Security is called for redemption, the conversion right will terminate at the close of business on the second Business Day immediately preceding the corresponding Redemption Date, Date of such Security (unless the Company defaults shall default in making the redemption payment due when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed). Such conversion right shall commence on the initial issuance date of the Securities and expire at the close of business on the Business Day immediately preceding the date of maturity, subject, in the case of conversion of any Global Security, to any Applicable Procedures. The Conversion Price shall, as of the date of the Indenture, initially be $68.65 per share of Common Stock. The Conversion Rate shall, as of the date of the Indenture, initially be approximately 14.57. The Conversion Price and Conversion Rate will be adjusted under the circumstances specified in the Indenture. Upon conversion, no adjustment for interest (including Liquidated Damages, if any) or dividends will be made. No fractional shares will be issued upon redemptionconversion; in lieu thereof, an amount will be paid in cash based upon the Ten Day Average Closing Stock Price (as defined in the Indenture). Except as provided in Section 10.02(c) of the Indenture, delivery of the Principal Return, Net Shares and cash in lieu of fractional 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 a converted Security will be deemed paid in full, rather than canceled, extinguished or forfeited. To convert a Security, a Holder must (1a) complete and manually sign a the conversion notice substantially in set forth below and deliver such notice to the form attached heretoConversion Agent, (2b) surrender the Security to a the Conversion Agent, (3c) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or the Conversion Agent and Agent, (4d) 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. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any If a Holder surrenders a Security for conversion after between the close of business on the Regular Record Date 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 conversionrelated interest payment date, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not must be accompanied by payment of an amount equal to the interest (including Liquidated Damages, if any) payable on such Interest Payment Date 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 the Security converted by or portion thereof then converted; provided that no such payment shall be required if such Security has been called for redemption on a Redemption Date within the Applicable Conversion Price in effect period between close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the Conversion Dateinterest payment date. No fractional shares will be issued upon conversion but A Holder may convert a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of a Security equal to $1,000 or any integral multiple thereof. A Security in respect of which a Holder has delivered a Repurchase Notice or a Change of Control Repurchase Notice exercising the principal amount thereof option of such Holder to require the Company to repurchase such Security as provided in Section 3.08 or Section 3.09, respectively, of the Indenture may be converted into shares only if such notice of Capital Stockexercise is withdrawn in accordance with the terms of the Indenture.

Conversion. The Holder holder of any Security Convertible Note has the right, exercisable right at any time prior to 5:00 p.m., the close of business (New York City time, ) on March 15, 2030the date of the Convertible Note's maturity, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $271,000) into shares of Capital Common Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price Conversion Price of $37 1.35 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectivelyshare, and are subject to adjustment under certain circumstances. If circumstances as more fully described in Section 5.6 of the Indenture, except that if a Security Convertible Note is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon date fixed for redemption. To convert a SecurityConvertible Note, a Holder holder must (1) complete and sign a conversion notice of election to convert substantially in the form attached heretoset forth below, (2) surrender the Security Convertible Note 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 dividendsdividends (except for any required payment of Additional Voluntary Conversion Interest), but if any Holder Noteholder surrenders a Security Convertible Note for conversion after the close of business on the Regular Record Date record date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Dateinterest payment date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date interest payment date will be paid to the registered Holder holder of such Security Convertible Note on such Regular Record Daterecord date. In such event, such SecurityConvertible Note, when surrendered for conversion, need not 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 Security Convertible Note is determined by dividing the principal amount of the Security Convertible Note converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional Date and then adding any shares will of Common Stock to be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion delivered in payment of the principal amount thereof converted into shares of Capital Stock.Additional Voluntary

Conversion. The A Holder of any Security has a Debenture may convert such Debenture into shares of Common Stock of the right, exercisable Company at any time prior to 5:00 p.m.maturity; provided, New York City timehowever, on March 15, 2030, to convert that if the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the 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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security Debenture is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, redemption date for such Debenture (unless the Company defaults shall default in making the redemption payment due when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Debenture is redeemed); provided, further, that if the Holder of a Debenture presents such Debenture for redemption prior to the close of business on the redemption date for such Debenture, the right of conversion shall terminate upon redemptionpresentation of the Debenture to the Trustee (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate on the close of business on the date such default is cured and such Debenture is redeemed). The initial conversion price is $21.25 per share, subject to adjustment under certain circumstances. The number of shares issuable upon conversion of a Debenture is determined by dividing the principal amount converted by the conversion price in effect on the Conversion Date. No payment or adjustment will be made for accrued interest on a converted Debenture or for dividends or distributions on shares of Common Stock issued upon conversion of a Debenture. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing sale price of the Common Stock on the last Trading Day prior to the Conversion Date. To convert a SecurityDebenture, a Holder must (1a) complete and manually sign a the conversion notice substantially in set forth below and deliver such notice to the form attached hereto, (2) surrender the Security to a Conversion Agent, (3b) surrender the Debenture to the Conversion Agent, (c) furnish appropriate endorsements or transfer documents if required by the Security Registrar or the Conversion Agent Agent, and (4d) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any If a Holder surrenders a Security Debenture for conversion after the close of business on the Regular Record Date record date for the payment of an installment of interest and prior to before the opening close of business on the next Interest Payment Date, related interest payment date then, notwithstanding such conversion, the interest payable on such Interest Payment Date will interest payment date shall be paid to the registered Holder of such Security Debenture on such Regular Record Daterecord date. In such event, the A Debenture in respect of which a Holder had delivered a Change in Control Purchase Notice exercising the option of such Security, when surrendered for conversion, need not Holder to require the Company to purchase such Debenture may be accompanied by payment of an amount equal to converted only if the interest payable on such Interest Payment Date on Change in Control Purchase Notice is withdrawn as provided above and in accordance with the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount terms of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital StockIndenture.

Conversion. The A Holder may surrender Securities for conversion into shares of any Security has Common Stock on a Conversion Date if, as of such Conversion Date, the rightClosing Sale Price of our Common Stock, exercisable for at least 20 trading days in the 30 day period ending on the trading day prior to the Conversion Date is at least 110% of the Conversion Price per share of Common Stock on such preceding trading day. A Holder may also surrender Securities for conversion into shares of Common Stock if at any time prior either: (i) the senior implied rating assigned to 5:00 p.m.the Company by ▇▇▇▇▇’▇ Investor Service, New York City time, on March 15, 2030, Inc. has been downgraded to convert the principal amount thereof (B2 or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the 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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectivelybelow, and are subject (ii) the corporate credit rating assigned to adjustment under certain circumstancesthe Company by Standard & Poor’s is downgraded to B or below, for so long as such downgrades remain in effect. If In addition, a Holder may surrender for conversion a Security is which has been called for redemptionredemption pursuant to Section 5 of this Security, even if the foregoing provisions have not been satisfied, and such Securities may be surrendered for conversion right will terminate at until the close of business on the Business Day prior to the Redemption Date; provided that if the Company shall default in payment of the Redemption Price, a Holder may surrender Securities for conversion on or after the related Redemption Date. In the event that the Company elects to distribute to holders of the Company’s Capital Stock (i) certain rights or warrants entitling them to subscribe for or purchase our common stock at less than the Current Market Price as defined in Section 11.11 of the Indenture for such issuance, or, (ii) cash, debt securities, which distribution has a per share value exceeding 10% of the market price of our common stock as of the trading day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Securitydeclaration date for such distribution, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) may 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 Securities for conversion after on the date the Company gives notice to such Holder of such right, which shall be not less than 15 days prior to the record date for such dividend or distribution, and such Holder may surrender such Securities for conversion at any time thereafter until the close of business on the Regular Record Date for the payment of an installment of interest and Business Day prior to the opening record date or until the Company announces that such distribution shall not take place. Finally, in the event that the Company is a party to a consolidation, merger, transfer or lease of business on all or substantially all of its assets pursuant to which the next Interest Payment DateCommon Stock would be converted into cash, thensecurities or other assets, notwithstanding such conversion, a Holder may surrender Securities for conversion at any time from and after the interest payable on such Interest Payment Date will be paid date which is 15 days prior to the registered anticipated effective time of the transaction until 15 days after the actual date of such transaction (assuming, in a case in which the Company’s stockholders may exercise rights of election, that a Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need Securities would not be accompanied by payment have exercised any rights of an amount equal election as to the interest payable on such Interest Payment Date on stock, other securities or other property or assets receivable in connection therewith and received per share the portion so converted. The number kind and amount received per share by plurality of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stocknonelecting shares).

Conversion. The Upon satisfaction of the conditions set forth in Section 10.01(a) of the Indenture, a Holder of a Security may convert any portion of the principal amount of any Security 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 thereof (or any portion 104 thereof that is an integral multiple of $271,000 into cash and fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/10000th of a share) into shares of Capital Common Stock at in accordance with the initial conversation rate provisions 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 Section 10.14 of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Indenture; provided that if such Security is called for redemption, the conversion right will terminate at the close of business on the second Business Day immediately preceding the corresponding Redemption Date, Date of such Security (unless the Company defaults shall default in making the redemption payment due when due, in which case the conversion right shall terminate at the close of business on the date such Default is cured and such Security is redeemed). Such conversion right shall commence on the initial issuance date of the Securities and expire at the close of business on the Business Day immediately preceding the date of maturity, subject, in the case of conversion of any Global Security, to any Applicable Procedures. The Conversion Price shall, as of the date of the Indenture, initially be $24.03 per share of Common Stock. The Conversion Rate shall, as of the date of the Indenture, initially be approximately 41.6146. The Conversion Price and Conversion Rate will be adjusted under the circumstances specified in the Indenture. Upon conversion, no adjustment for interest (including Liquidated Damages, if any) or dividends will be made. No fractional shares will be issued upon redemptionconversion; in lieu thereof, an amount will be paid in cash based upon the Ten Day Average Closing Stock Price (as defined in the Indenture). Except as provided in Section 10.01(c) of the 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 a converted Security will be deemed paid in full, rather than canceled, extinguished or forfeited. To convert a Security, a Holder must (1a) complete and manually sign a the conversion notice substantially in set forth below and deliver such notice to the form attached heretoConversion Agent, (2b) surrender the Security to a the Conversion Agent, (3c) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or the Conversion Agent and Agent, (4d) 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. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any If a Holder surrenders a Security for conversion after between the close of business on the Regular Record Date 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 conversionrelated interest payment date, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not must be accompanied by payment of an amount equal to the interest (including Liquidated Damages, if any) payable on such Interest Payment Date 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 the Security converted by or portion thereof then converted; provided that no such payment shall be required if such Security has been called for redemption on a Redemption Date within the Applicable Conversion Price in effect period between close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the Conversion Dateinterest payment date. No fractional shares will be issued upon conversion but A Holder may convert a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of a Security equal to $1,000 or any integral multiple thereof. A Security in respect of which a Holder has delivered a Repurchase Notice or a Change of Control Repurchase Notice exercising the principal amount thereof option of such Holder to require the Company to repurchase such Security as provided in Section 3.08 or Section 3.09, respectively, of the Indenture may be converted into shares only if such notice of Capital Stockexercise is withdrawn in accordance with the terms of the Indenture.

Conversion. The Holder of any Security has Lender shall have the right, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 2030in its sole discretion, to convert the outstanding principal amount thereof (and any accrued interest, fees or expenses due under this Agreement or under any portion 104 thereof that is an integral multiple of $27) Revolving Note into shares of Capital Stock the Company’s Common Stock, as set forth below. (a) Upon the occurrence and continuation of an Event of Default, the Lender shall have the right, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses (the “Conversion Amount”), at the initial conversation rate election of 0.73 the Lender, by delivering to the Borrower a Notice of Conversion (as defined herein) (the date of giving of the Notice of Conversion being a “Conversion Date”), into fully paid and nonassessable shares of Capital Common Stock as such stock exists on the Closing Date, or any shares of capital stock of the Company into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined herein), determined as provided herein. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit I (the “Notice of Conversion”), the Borrower shall issue and deliver to the Lender within four (4) Business Days after the Conversion Date (such third day being the “Conversion Delivery Date”) that number of shares of Common Stock for the portion of principal, interest, fees or expenses converted in accordance with the foregoing. The number of Shares of Common Stock to be issued upon each $27 in aggregate principal conversion shall be determined by dividing Conversion Amount by the Conversion Price. Any amount of Securities principal converted hereunder shall be available for reborrowing, at the option of the Lender, following such conversion. (equivalent b) Subject to a adjustment as provided herein, the conversion price of $37 (“Conversion Price”) per share shall be equal to (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) of Capital Stock the lowest daily volume weighted average price of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as ’s Common Stock during the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day five (5) trading days immediately preceding 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 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 Conversion Date as indicated in the Notice of business on Conversion (the next Interest Payment Date, then, notwithstanding such denominator). (c) In the event the authorized Shares of Common Stock are insufficient to cover the Lender’s conversion, the interest payable on such Interest Payment Date will Borrower shall, upon delivery of a completed Notice of Conversion, cause the number of authorized Shares of Common Stock to be paid increased within forty-five (45) days to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to three (3) times the interest payable on such Interest Payment Date on amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11. (d) Notwithstanding anything contained in this Section to the portion so converted. The number of shares issuable contrary, upon conversion the delivery of a Security is determined by dividing Notice of Conversion to the principal Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the Security converted event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will Borrower. (e) Borrower shall pay any and all expenses incurred or to be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced incurred by the portion of Lender in connection with having the principal amount thereof converted into shares of Capital Common Stock issued pursuant to this Section and the restrictive legend removed from the share certificates evidencing said shares of Common Stock, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Date.

Conversion. The A Holder of any a Security has may convert the right, exercisable Security into shares of Common Stock at any time prior to 5:00 p.m.the close of business on July 28, New York City time2020; provided, on March 15however, 2030, to convert that if the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the 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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, Date for such Security or such earlier date as the Holder presents such Security for redemption (unless the Company defaults shall default in making the redemption payment due when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed). A Security in respect of which a Holder has delivered a Repurchase Notice or Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Rate is 7.0135 shares of Common Stock per $1,000 Principal Amount, subject to adjustment in certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. In the event the Company exercises its option pursuant to Section 14.1 of the Indenture to have interest in lieu of Original Issue Discount accrue on the Security following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares of Common Stock such Holder would have received if the Company had not exercised such option. If the Company exercises such option, Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business of such Interest Payment Date (except Securities to be redeemed on a date during the period from the close of business on such Regular Record Date until the open of business on the first Business Day after such Interest Payment Date, or if such Interest Payment Date is not a Business Day, until the open of business on the second Business Day after such Interest Payment Date) must be accompanied by payment from the Holder of an amount equal to the interest thereon that the registered Holder is to receive from the Company on such Interest Payment Date. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities will be payable by the Company on any Interest Payment Date subsequent to the date of conversion. A Holder may convert a portion of a Security if the Principal Amount 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. No fractional shares will be issued upon redemptionconversion; 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 (1a) complete and manually sign the Conversion Notice set forth below and deliver such notice to a conversion notice substantially in the form attached heretoConversion Agent, (2b) surrender the Security to a Conversion Agent, (3c) furnish appropriate endorsements or and transfer documents if required by the Security a Registrar or a Conversion Agent Agent, and (4d) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stock.

Conversion. The Subject to the terms of the First Supplemental Indenture, the Holder of any Security has a Note may convert the rightNote into shares of Common Stock at an initial conversion rate of 29.2493 shares of Common Stock for each $1,000 principal amount of Notes (the “Conversion Rate”), exercisable at any time prior subject to 5:00 p.m.adjustment in accordance with the First Supplemental Indenture and subject to the Company’s right to settle all or a portion of the related Conversion Obligation in cash as set forth in Section 5.03 of the First Supplemental Indenture. Upon conversion of a Note, New York City timethe Company shall deliver the shares of Common Stock, shares of Common Stock and cash, or solely cash, as applicable, on March 15the related Conversion Settlement Date as set forth in the First Supplemental Indenture. No fractional shares shall be issued upon settlement of the Conversion. In lieu thereof, 2030, the company shall pay cash for such fractional shares as set forth in Section 5.04 of the First Supplemental Indenture. A Note in respect of which a Holder has delivered a Purchase Notice or a Designated Event Purchase Notice exercising the option of such Holder to require the Company to purchase such Note may be converted only if such notice of exercise is withdrawn in accordance with the terms of the First Supplemental Indenture. A Holder may convert a portion of a Note if the principal amount thereof (of such portion is $1,000 or any portion 104 thereof that is an integral multiple of $27) into shares 1,000. No payment or adjustment shall be made for dividends on the Common Stock except as provided in the First Supplemental Indenture. On conversion of Capital Stock at a Note, any accrued and unpaid interest with respect to such Note shall be deemed cancelled, extinguished and forfeited. Notwithstanding the initial conversation rate preceding sentence, on conversion of 0.73 shares a Note during the period from the close of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent business on any Regular Record Date immediately preceding any Interest Payment Date 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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in 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 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 such Interest Payment Date, then, notwithstanding the Holder on such conversion, Regular Record Date shall receive the interest payable on such Interest Payment Date. Notes or portions thereof surrendered for conversion during the period from the close of business on any Regular Record Date will be paid immediately preceding any Interest Payment Date to the registered Holder close of business on the Business Day immediately preceding such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not Interest Payment Date shall be accompanied by payment to the Company or its order, in New York Clearing House funds or other funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing with respect to the principal amount of Notes or portions thereof being surrendered for conversion; provided that no such payment need be made if (1) the Security converted by Company has specified a Redemption Date that occurs during the Applicable Conversion Price in effect period from the close of business on a Regular Record Date to the close of business on the Interest Payment Date to which such Regular Record Date relates, (2) the Company has specified a Designated Event Purchase Date during such period or (3) only to the extent any overdue interest exists on the Conversion DateDate with respect to the Notes converted. No fractional shares The Conversion Rate will be issued upon adjusted as set forth in Article 5 of the First Supplemental Indenture. The Company shall give notice to Holders and issue a press release no later than 25 Trading Days prior to the anticipated effective date of a Make Whole Change of Control. If the Effective Date or anticipated effective date of a Make Whole Change of Control occurs on or prior to November 15, 2012, and a Holder surrenders its Notes for conversion but a cash adjustment during the period commencing on the day we shall have given notice of the anticipated effective date and ending on the related Designated Event Purchase Date, the Conversion Rate for such Notes will be made for any fractional interest. The outstanding principal amount increased by a number of any Security shall be reduced by the portion Additional Shares as set forth in Section 5.10 of the principal amount thereof converted First Supplemental Indenture, unless such transaction constitutes a Public Acquirer Change of Control and we elect to modify the conversion rate into shares of Capital Public Acquirer Common Stock.

Conversion. The Holder of any Security has (a) On each Conversion Date: (i) 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 thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the 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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in 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 to a Conversion Agent, (3) furnish appropriate endorsements or Association shall 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 Lender the Converted Shares received by it on the next Interest Payment that Conversion Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing ; (ii) the principal amount of the Security converted Loan shall be irrevocably reduced by the Applicable Conversion Price in effect on the Amount for that Conversion Date; (iii) subject to the transfer required by subparagraph (a)(i) being made, the payment obligations of the Association under or pursuant to the Finance Documents in respect of the Loan (including in relation to any accrued and unpaid interest and other amounts payable) in relation to those Converted Shares on such Conversion Date, shall be deemed to be satisfied in full. No fractional shares will be issued upon conversion but If after a cash adjustment will be made for Conversion Date the Association receives any fractional interest. The outstanding principal Conversion Make-up Interest from the Issuer pursuant to the Securities Terms and Conditions, the Association shall transfer to the Lender the amount of any Security such Conversion Make-up Interest if and as soon as received. If and to the extent that any Conversion Make-up Interest received by the Association from AEGON pursuant to the Securities Terms and Conditions is received in the form of Securities Scrip Interest rather than in cash, such Securities Scrip Interest shall be reduced transferred by the portion Association to the Lender hereunder if and as soon as received. If a Tax Deduction is required to be made by AEGON in respect of Conversion Make-up Interest paid to the principal Association under the Securities Terms and Conditions and such Tax Deduction is made, then (a) the Association shall pay to the Lender the amount thereof converted into shares actually received by it from AEGON net of Capital Stocksuch Tax Deduction, and (b) the Association shall assign to the Lender its refund claim in respect of such Tax Deduction in accordance with the provisions of 9.3 (Assignment of Refund Claim). (b) Any sale or transfer by the Lender of Converted Shares shall occur after consultation with AEGON.

Conversion. The Holder of any Security has 6.1 On 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 thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the 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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemptionDate, the conversion right will terminate at Company shall simultaneously convert, or procure the close of business on the Business Day immediately preceding 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 to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such eventof, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal maximum amount of the Security converted by Loan together with all accrued interest into fully paid Ordinary Shares at the Applicable Conversion Price so as not to result in effect either Lender holding a Control Stake (as defined in the Shareholders Agreement). 6.2 If after the conversion under clause 6.1, a portion of the Loan and/or any accrued interest remains outstanding, then on written demand of the Lender, the Company shall convert, or procure the Conversion of, the un-converted balance of the Loan and accrued interest in one or more tranches into fully paid Ordinary Shares of the Company at the Conversion Price, provided that the Lender may not make such a conversion demand prior to 27 December 2019 if a Qualified Financing has not occurred. 6.3 If the calculation in clause 6.1 or clause 6.2 does not result in a round number of Ordinary Shares to be issued on the Conversion Date. No , then the Borrower shall issue to the Lender the number of Ordinary Shares rounded down to the nearest whole number, as issuance of fractional shares will is prohibited, provided, however, that the Borrower shall notify each Lender within three (3) Business Days of the Conversion Date of its right to acquire one additional Ordinary Share if the Lender pays to the Borrower within ten (10) Business Days of such notice from the Borrower the value of the difference between (x) the value of the fractional share the Lender otherwise would be entitled to receive where it not prohibited and (y) the price of a single Ordinary Share determined in accordance with clause 6.1. 6.4 As soon as reasonably practicable after the Conversion Date, the Borrower shall dispatch to each Lender the certificates for the relevant number of Ordinary Shares to which it is entitled under this clause 6. Each Ordinary Share arising on Conversion shall be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal and allotted at such premium to reflect the difference between the nominal amount of any Security the Ordinary Share and the price per share as determined above. 6.5 The Ordinary Shares shall be reduced by the portion credited as fully paid and rank pari passu with shares of the principal amount thereof converted into shares same class in issue on the Conversion Date and shall carry the rights as set out in the Shareholders Agreement and the Articles of Capital StockAssociation, which shall be amended to conform to the Shareholders Agreement.

Conversion. The Holder Holders of any Security has Trust Securities, subject to the rightlimitations set forth in this Section, exercisable shall have the right at any time prior to 5:00 p.m., New York City time, on March 15, 2030at their option, to cause the Conversion Agent to convert Trust Securities, on behalf of the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) converting Holders, into shares of Capital Common Stock in the manner described herein on and subject to the following terms and conditions: (i) The Trust Securities will be convertible into fully paid and nonassessable shares of Common Stock pursuant to the Holder's direction to the Conversion Agent to exchange such Trust Securities for a portion of the Debentures in a principal amount equal to the Liquidation Amount of such Trust Securities, and immediately convert such amount of Debentures into fully paid and nonassessable shares of Common Stock at the an initial conversation rate of 0.73 ______ shares of Capital Common Stock for each $27 in aggregate principal amount of Securities Trust Security (which is equivalent to a conversion price of $37 ______ per share of Capital Stock of Common Stock), subject to the Companyterms and certain adjustments set forth in the Indenture (as so adjusted, "Conversion Price"). The conversion ratio and equivalent conversion price in effect at any time In case Trust Securities or a portion thereof are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the such conversion right will terminate in respect of the Trust Securities or portion thereof so called shall expire at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults Property Trustee fails to irrevocably deposit funds sufficient to pay the Redemption Price or Optional Redemption Price, as the case may be. (ii) In order to convert Trust Securities into Common Stock, the Holder of such Trust Securities shall submit to the Conversion Agent an irrevocable Notice of Conversion to convert Trust Securities on behalf of such Holder, together, if the Trust Securities are in making certificated form, with such certificates. The Notice of Conversion shall (x) set forth the payment due upon redemption. To convert number of Trust Securities to be converted and the name or names, if other than the Holder, in which the shares of Common Stock should be issued and (y) direct the Conversion Agent (a) to exchange such Trust Securities for a Security, a Holder must portion of the Debentures held by the Property Trustee (1) complete and sign a conversion notice substantially at the rate of exchange specified in the form attached heretopreceding paragraph) and (b) to immediately convert such Debentures, on behalf of such Holder, into Common Stock (2) surrender at the Security conversion rate specified in the preceding paragraph). The Conversion Agent shall notify the Property Trustee of the Holder's election to exchange Trust Securities for a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required portion of the Debentures held by the Security Registrar or Property Trustee and the Property Trustee shall, upon receipt of such notice, deliver to the Conversion Agent the appropriate principal amount of Debentures for exchange in accordance with this Section. The Conversion Agent shall thereupon notify the Depositor of the Holder's election to convert such Debentures into shares of Common Stock. Holders of Trust Securities at the close of business on a Distribution payment record date will be entitled to receive the Distribution paid on such Trust Securities on the corresponding Distribution Date notwithstanding the conversion of such Trust Securities following such record date but prior to such Distribution Date. Except as provided above, neither the Trust nor the Depositor will make, or be required to make, any payment, allowance or adjustment upon any conversion on account of any accumulated and (4) pay any transfer unpaid Distributions whether or similar tax, if required. Upon not in arrears accrued on the Trust Securities surrendered for conversion, no adjustment or payment will on account of any accumulated and unpaid dividends on the shares of Common Stock issued upon such conversion. Trust Securities shall be made for interest or dividends, but if any Holder surrenders a Security for conversion after deemed to have been converted immediately prior to the close of business on the Regular Record Date day on which an irrevocable Notice of Conversion relating to such Trust Securities is received by the Conversion Agent in accordance with the foregoing provision (the "Conversion Date"). The Person or Persons entitled to receive the Common Stock issuable upon conversion of the Debentures shall be treated for all purposes as the record holder or holders of such Common Stock on the date of conversion. As promptly as practicable on or after the Conversion Date, the Depositor shall issue and deliver, or shall cause to be issued and delivered, at the office of the Conversion Agent a certificate or certificates for the payment number of an installment full shares of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same, unless otherwise directed by the Holder in the notice of conversion, and the Conversion Agent shall distribute such certificate or certificates and cash to such Person or Persons. (iii) Each Holder of a Trust Security by its acceptance thereof initially appoints [_____________________________] not in its individual capacity but solely as conversion agent (the "Conversion Agent") for the purpose of effecting the conversion of Trust Securities in accordance with this Section. In effecting the conversion and transactions described in this Section, the Conversion Agent shall be acting as agent of the Holders of Trust Securities directing it to effect such conversion transactions. The Conversion Agent is hereby authorized to (i) exchange Trust Securities from time to time for Debentures held by the Trust in connection with the conversion of such Trust Securities in accordance with this Section and (ii) convert all or a portion of the Debentures into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Section and to deliver to the Property Trustee any new Debenture or Debentures for any resulting unconverted principal amount delivered to the Conversion Agent by the Debenture Trustee. (iv) No fractional shares of Common Stock will be issued as a result of conversion, but, in lieu thereof, such fractional interest payable on such Interest Payment Date will be paid in cash by the Depositor to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of Conversion Agent in an amount equal to the interest payable on Current Market Price of the fractional share of the Common Stock, and the Conversion Agent will in turn make such Interest Payment Date on payment to the portion Holder or Holders of Trust Securities so converted. The number of shares issuable upon conversion of a Security is determined by dividing . (v) Nothing in this Section 4.3 shall limit the principal amount requirement of the Security converted by Trust to withhold taxes pursuant to the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion terms of the principal amount thereof converted into shares Trust Securities or as set forth in this Agreement or otherwise required of Capital Stockthe Property Trustee or by law or the Trust to pay any amounts on account of such withholdings.]

Conversion. The Holder of Subject to Section 6.1.1.1, each Warrant may be converted by the holder hereof into Warrant Shares (or Other Securities) during normal business hours on any Security has the rightbusiness day on or after November 1, exercisable at any time 2008 and on or prior to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the 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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Expiration Date, unless by surrender of such Warrant to the Company defaults in making the payment due upon redemption. To convert a Securityat its principal office, a Holder must (1) complete and sign a conversion notice accompanied by an election to purchase substantially in the form attached heretoto such Warrant duly executed by such holder, and such holder shall thereupon be entitled to receive a number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares (or Other Securities) equal to: (a) the excess of (i) (x) the number of Warrant Shares (or Other Securities) determined as provided in Sections 6.3 and 6.4 hereof which such holder would be entitled to receive upon exercise of such Warrant for the number of Warrant Shares designated in such conversion notice (without giving effect to any adjustment thereof pursuant to the provisions hereof) for which such Warrant may be exercised, as designated in such conversion notice, multiplied by (y) the fair market value of each such Warrant Share (or such Other Securities) so receivable upon such exercise (ii) (x) the number of Warrant Shares (without giving effect to any adjustment thereof pursuant to the provisions hereof) for which such Warrant may be exercised, as designated in such conversion notice, multiplied by (y) the Exercise Price (b) such fair market value of each such Warrant Share (or Other Securities). Notwithstanding anything to the contrary herein, (2i) surrender no Warrant may be converted except upon a vote of the Security to a Conversion Agent, (3) furnish appropriate endorsements Majority Warrantholders that all Warrants shall be exercised or transfer documents if required by the Security Registrar or Conversion Agent converted and (4ii) pay any transfer or similar tax, if required. Upon in the event that the Majority Warrantholders vote in favor of exercise and conversion, no adjustment all Warrantholders shall be required to exercise or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close convert all of business on the Regular Record Date for the payment their Warrants. For purposes of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversionthis Section 6.1.1.2, the interest payable on such Interest Payment Date will be paid fair market value of a Warrant Share in connection with a conversion shall equal the Company Value (calculated pursuant to Section 6.12 as of the registered Holder date of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied ) divided by payment of an amount equal to (y) the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon of Common Stock outstanding on a fully diluted basis. For all purposes of this Warrant Agreement (other than this Section 6.1.1), any reference herein to the exercise of a Warrant shall be deemed to include a reference to the conversion of a Security is determined by dividing such Warrant into Warrant Shares (or Other Securities) in accordance with the principal amount terms of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stockthis Section 6.1.1.

Conversion. The Subject to the next two succeeding sentences, a Holder of any a Security has may convert it into Class B Common Stock of the right, exercisable Company at any time prior to 5:00 p.m.before the close of business on June 23, New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the 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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances2020. If a the Security is called for redemption, the conversion right will terminate Holder may convert it at any time before the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless . A Security in respect of which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the option of such Holder to require the Company defaults to purchase such Security may be converted only if such notice of exercise is withdrawn in making accordance with the terms of the Indenture. The initial Conversion Rate is 5.6024 shares of Class B 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 Class B Common Stock. In the event the Company exercises its option pursuant to Section 10.01 of the Indenture to have interest in lieu of Original Issue Discount accrue on the Security following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares of Class B Common Stock such Holder would have received if the Company had not exercised such option. If the Company exercises such option, Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business of such Interest Payment Date (except Securities to be redeemed on a date within such period or on the next Interest Payment Date) must be accompanied by payment due upon redemptionof 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 conversion facsimile of such notice) and deliver such notice substantially in to the form attached heretoConversion Agent, (2) surrender the Security to a the Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar Conversion Agent, the Company or Conversion Agent the Trustee and (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 A Holder surrenders may convert a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security if the Principal Amount at Maturity of such portion is determined by dividing the principal amount $1,000 or an integral multiple of the Security converted by the Applicable Conversion Price in effect on the Conversion Date$1,000. No fractional shares will be issued upon conversion but a cash payment or adjustment will be made for dividends on the Class B 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) and (except as provided below) accrued cash interest 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) or the date on which interest was last paid through the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery of the Class B Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the terms hereof; and the fair market value of such shares of Class B Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount (or interest, if the Company has exercised its option provided for in paragraph 10 hereof) and cash interest accrued through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued but unpaid interest will be payable upon conversion of Securities made concurrently with or after acceleration of Securities following an Event of Default. The outstanding principal amount Conversion Rate will be adjusted for dividends or distributions on Class B Common Stock payable in Class B Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of any Security shall be reduced by Class B Common Stock; distributions to all holders of Class B Common Stock of certain rights to purchase Class B Common Stock for a period expiring within 45 days at less than the portion Market Price at the Time of Determination; and distributions to such holders of assets or debt securities of the principal amount thereof converted 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 shares Class B Common Stock may be changed into a right to convert it into securities, cash or other assets of Capital Stockthe Company or another person.

Conversion. The Subject to the provisions of the Indenture, the Holder of any Security hereof has the right, exercisable at its option, at any time following the date of issuance of the Securities and prior to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the 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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately next preceding March 15, 2007 (except that with respect to any Security or portion of a Security which shall be called for redemption, prior to the corresponding close of business five days prior to the Redemption Date) (unless the Company shall default in payment of the Redemption Price), to convert the Principal Amount hereof or any portion of such principal which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable shares of Common Stock, as said shares shall be constituted at the date of conversion, obtained by dividing the Principal Amount of this Security or portion thereof to be converted by the conversion price of $24.34 (the "CONVERSION PRICE") as adjusted from time to time as provided in the Indenture, upon surrender of this Security, together with a Conversion Notice as provided in the Indenture, to the Company at the office or agency of the Company maintained for that purpose in Boston, Massachusetts, which is initially the Corporate Trust Office, and, unless the Company defaults shares issuable on conversion are to be issued in making the payment due upon redemption. To convert a same name as this Security, a duly endorsed by, or accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder must (1) complete and sign a conversion notice substantially or by his duly authorized attorney. No adjustment in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements respect of interest 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 dividends will be made for interest or dividendsupon any conversion; PROVIDED, but HOWEVER, that, if any Holder surrenders a this Security shall be surrendered for conversion after during the period from the close of business on the any Regular Record Date for the payment of an installment of interest and prior to through the opening close of business on the Business Day next preceding the following Interest Payment Date, thenand has not been called for redemption on a Redemption Date that occurs during such period, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not (or portion thereof being converted) must be accompanied by payment of an amount amount, in funds acceptable to the Company, equal to the interest payable on such Interest Payment Date on the portion so Principal Amount being converted. The number ; PROVIDED, HOWEVER, that no such payment shall be required if there shall exist at the time of shares issuable upon conversion a default in the payment of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect interest or Additional Amounts on the Conversion DateSecurities. No fractional shares will be issued upon any conversion, but an adjustment and payment in cash will be made, as provided in the Indenture, in respect of any fraction of a share which would otherwise be issuable upon the surrender of any Securities for conversion. Securities in respect of which a Holder is exercising its right to require repurchase on a Fundamental Change Repurchase Date may be converted only if such Holder withdraws its election to exercise such right in accordance with the terms of the Indenture. Any Securities called for redemption, unless surrendered for conversion but by the Holders thereof on or before the close of business five days prior to the date fixed for redemption, may be deemed to be redeemed from such Holders for an amount equal to the applicable Redemption Price, by one or more investment banks or other purchasers who may agree with the Company (i) to purchase such Securities from the Holders thereof and convert them into shares of the Common Stock and (ii) to make payment for such Securities as aforesaid to the Trustee in trust for the Holders. [INCLUDE IF SECURITY IS A GLOBAL SECURITY -- In the event of a cash deposit or withdrawal of an interest in this Security, including an exchange, transfer, repurchase or conversion of this Security in part only, the Trustee, as custodian of the Depositary, shall make an adjustment on its records to reflect such deposit or withdrawal in accordance with the rules and procedures of the Depositary.] [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, upon the request of a Holder of a Restricted Security, the Company will promptly furnish or cause to be furnished Rule 144A Information (as defined below) to such Holder of Restricted Securities, or to a prospective purchaser of any such security designated by any such Holder, to the extent required to permit compliance by any such Holder with Rule 144A under the Securities Act of 1933, as amended (the "SECURITIES ACT"). "RULE 144A INFORMATION" shall be such information as is specified pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto).] If an Event of Default shall occur and be continuing, the Principal Amount plus interest accrued and Additional Amounts, if any, through such date on all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate Principal Amount of the Outstanding Securities. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate Principal Amount of the Outstanding Securities, on behalf of the Holders of all the Securities, to waive compliance by the Company 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities, the Holders of not less than 25% in aggregate Principal Amount of the Outstanding Securities shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee 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 Security for the enforcement of any payment of said principal hereof or interest hereon 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 Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the Principal Amount or Fundamental Change Repurchase Price of, and interest and Additional Amounts, if any, on, this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in Boston, Massachusetts, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities, of authorized denominations and for the same aggregate Principal Amount, will be issued to the designated transferee or transferees. The Securities are issuable only in registered form in denominations of $1,000 and any integral multiple of $1,000 above that amount, as provided in the Indenture and subject to certain limitations therein set forth. Securities are exchangeable for a like aggregate Principal Amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any fractional interestsuch registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The outstanding principal amount 18 Prior to due presentment of this 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 Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be reduced affected by notice to the portion of contrary. THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. All terms used in this Security which are defined in the principal amount thereof converted into shares of Capital Stock.Indenture shall have the meanings assigned to them in the Indenture. 19

Conversion. The Subject to and in compliance with the provisions of the Indenture, a Holder of any Security has the rightis entitled, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 2030such Holder's option, to convert the principal amount thereof Holder's Security (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the 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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in 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 to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof that is $1,000 or an integral multiple $1,000), into fully paid and nonassessable shares of Common Stock at the Conversion Rate in effect at the time of conversion; provided, however, the Company may satisfy its obligation with respect to any demand for conversion by delivering Common Stock, cash or a combination of cash and Common Stock. A Security in respect of which a Holder has delivered a Purchase Notice or a Change of Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Purchase Notice or a Change of Control Purchase Notice is withdrawn in accordance with the terms of the Indenture. The initial Conversion Rate is 315.04 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. Upon conversion, no payment shall be made by the Company with respect to accrued and unpaid Interest, if any. Instead, such amount shall be deemed paid by the cash or shares of Common Stock delivered upon conversion of any Security. In addition, no payment or adjustment shall be made in respect of dividends on the Common Stock the record date for which is prior to the date of conversion, except as set forth in the Indenture. 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) sells or conveys its properties and assets substantially as an entirety to any Person, the right to convert a Security into shares of Capital StockCommon 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. The Holder holder of any Security Note has the right, exercisable at any time prior to 5:00 p.m., the close of business (New York City time, ) on March 15, 2030the date of the Note's maturity, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $271,000) into fully paid and nonassessable whole shares of Capital Common Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price Conversion Price of $37 27.46 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectivelyshare, and are subject to adjustment under certain circumstances. If , except that if a Security Note is called for redemptionredemption or repurchase, as the case may be, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Datedate fixed for redemption or repurchase, unless as the case may be. A Note in respect of which a holder has delivered an "Option of Holder to Elect Purchase" form appearing below exercising the option of such holder to require the Company defaults to purchase such Note may be converted only if the notice of exercise is withdrawn as provided above and in making accordance with the payment due upon redemptionterms of the Indenture. To convert a SecurityNote, a Holder holder must (1) complete and sign a conversion notice substantially in the form attached heretoset forth below, (2) surrender the Security Note to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security Note is determined by dividing the principal amount of the Security Note converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount Any Note or portion thereof surrendered for conversion after the close of any Security business on a Record Date for payment of interest and prior to the opening of business on the next succeeding Interest Payment Date shall be reduced accompanied by payment, in funds acceptable to the portion Company, of an amount equal to the interest thereon that is to be paid on such Interest Payment Date on the principal amount being converted (unless any such Note or portion thereof being converted into shall have been called for redemption on a redemption date occurring between the close of business on such Record Date and the opening of business on such Interest Payment Date, in which case no such payment shall be required); provided, -------- however, that no such payment need be made if there shall exist at the time of ------- conversion a default in the payment of interest on the Notes. An amount equal to such payment shall be paid by the Company on such Interest Payment Date to the holder of such Notes at the close of business on such Record Date; provided, -------- however, that, if the Company shall default in the payment of interest on such ------- Interest Payment Date, such amount shall be paid to the Person who made such required payment. Except as provided in the Indenture, no payments or adjustments shall be made upon conversion on account of accrued interest on the Notes or for any dividends or distributions on any shares of Capital StockCommon Stock delivered upon the conversion of such Notes. 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. In order to exercise the conversion privilege with respect to any interest in a Global Note, the beneficial holder must complete the appropriate instruction form for conversion pursuant to the Depositary's book-entry conversion program and follow the other procedures set forth in such program. Upon the conversion of a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby.

Conversion. The Subject to the next two succeeding sentences, a Holder of any a Security has may convert it into Common Stock of the right, exercisable Company at any time prior to 5:00 p.m.before the close of business on October 14, New York City time2017; provided, on March 15however, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the 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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If if a Security is called for redemption, the conversion right will terminate Holder may convert it at any time before the close of business on the Business 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 Conversion Rate. A Security in respect of which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if the 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 preceding prior to the corresponding Redemption Daterelated 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, unless on or after, as the case may be, the Conversion Date or the date on which the Company defaults 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 making the such payment due upon redemption. To convert a Securityon such Securities), a Holder must (1) complete and sign a conversion notice substantially provided, however, that this sentence shall not apply in the form attached hereto, (2) surrender 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 to following a Conversion AgentTax Event, (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 Holder will be made for interest or dividendsentitled 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, but if any Holder surrenders a Security Securities surrendered for conversion after during the period from the close of business on the any Regular Record Date for the payment of an installment of interest and prior next preceding any Interest Payment Date to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on of such Interest Payment Date will (except Securities to be paid to the registered Holder of redeemed on a date within such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not 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 such 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 portion so convertedback 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. The number of shares issuable upon conversion Book entry delivery of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on to the Conversion DateAgent 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 fractional shares will be issued upon conversion but a cash payment or adjustment will be made for any fractional 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 outstanding principal amount 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 any Security shall be reduced by 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 portion Sale Price at the Time of Determination and (iv) distributions to such holders of assets or debt securities of the principal amount thereof converted 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 shares Common Stock may be changed into a right to convert it into securities, cash or other assets of Capital Stockthe Company or another person.

Conversion. The Holder (a) Notwithstanding anything in this Agreement to the contrary, so long as no Event of Default has occurred and is continuing, Seller shall be permitted to consummate a Foreclosure Event with respect to any Security has Purchased Asset and convert the rightrelated Mortgage Loan to a loan secured by a Mortgage or Mortgages on the related Mortgaged Property or Mortgaged Properties for the benefit of Buyer (a “REO Conversion”). Any such REO Conversion shall be required to occur upon and simultaneous with the Foreclosure Event. (b) With respect to any Mandatory Early Repurchase Event or REO Conversion, exercisable at any time prior to 5:00 p.m.as of the date such Mandatory Early Repurchase Event occurs or such REO Conversion is consummated, New York City timethe Maximum Mandatory Early Repurchase/REO Conversion Test shall be satisfied. In the event the Maximum Mandatory Early Repurchase/REO Conversion Test is not satisfied as of such date, on March 15then Seller shall reduce the outstanding Purchase Price of Purchased Assets that experience Mandatory Early Repurchase Events or are the result of REO Conversions, 2030as determined by Seller, to convert cause the principal amount thereof Maximum Mandatory Early Repurchase/REO Conversion Test to be satisfied. (c) With respect to any Purchased Asset that is the subject of a REO Conversion, the related Repurchase Date shall be the date (or any portion 104 thereof that if such date is an integral multiple of $27not a Business Day, then the next succeeding Business Day) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities which is three hundred sixty (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 "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on 360) days after the Business Day on which the REO Conversion is effective minus the number of calendar days (if any) that such Purchased Asset was the subject of a Mandatory Early Repurchase Event immediately preceding 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 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 consummation of business the REO Conversion (i.e. if such Purchased Asset was not subject to a Mandatory Early Repurchase Event prior to the Business Day on which the next Interest Payment DateREO Conversion is effective, then, notwithstanding such conversion, then the interest payable on such Interest Payment Repurchase Date will be paid three hundred sixty (360) days after the Business Day on which the REO Conversion is effective). (d) On the Business Day on which the REO Conversion is effective, Seller shall be required to reduce the outstanding Purchase Price of the related Purchased Asset to an amount that is equal to a Purchase Price LTV equal to fifty percent (50%), which amount shall be notified by Buyer to Seller. Thereafter, for all purposes of this Agreement, the Purchase Price Percentage of such Purchased Asset shall not exceed fifty percent (50%). Simultaneously with the REO Conversion, Buyer and Seller shall execute an amended and restated Confirmation reflecting, among other items, such updated Purchase Price and Purchase Price Percentage and the updated Applicable Spread with respect to such Purchased Asset. (e) An REO Conversion shall not be permitted to occur unless the ownership and structure of the Mortgagor and the documentation for and any third party reports with respect to the registered Holder Purchased Asset in effect after the effective date of such Security on such Regular Record Datethe REO Conversion are in form and substance acceptable to Buyer in its sole discretion exercised in good faith. In such eventSuch ownership, such Securitystructure and documentation shall include, when surrendered for conversionwithout limitation, need not the following components: (i) the Mortgaged Property will be accompanied owned by payment a special purpose entity (“REO Owner”) that is wholly owned by Seller and that is otherwise consistent with the Change of Control definition, as evidenced by delivery of an amount equal organizational chart for the REO Owner showing all direct or indirect equityholders of the REO Owner that either Control the REO Owner or hold 10% or more of the entity interest in the REO Owner, directly or indirectly; (ii) the ownership interest in the REO Owner is pledged to Buyer pursuant to an equity pledge agreement; (iii) the Purchased Asset Documents for the Purchased Asset after the REO Conversion is effective shall be based upon the Purchased Asset Documents for the Purchased Asset immediately prior to the interest payable on REO Conversion (which shall include, without limitation, guaranties to be delivered by a creditworthy guarantor reasonably approved by Buyer (the “REO Guarantor”)) with such Interest Payment Date changes thereto as are reasonably acceptable to Buyer (it being understood and agreed that the outstanding principal balance of the Mortgage Loan after the REO Conversion will match the unpaid principal balance of the Mortgage Loan at the time of the Foreclosure Event); (iv) the Mortgage securing the Mortgaged Property has been recorded and is insured by an ALTA lender’s title insurance policy, or its equivalent as adopted in the applicable jurisdiction, insuring Seller together with its successors and assigns, subject only to the title exceptions that were included in the lender’s title insurance policy that was delivered in connection with the origination of each Purchased Asset (and any other exceptions that are reasonably acceptable to Buyer); (v) Buyer shall have received an executed certificate from the secretary or assistant secretary of each of the REO Owner and the REO Guarantor, together with all applicable attachments, certifying that attached thereto are (i) true, correct and complete certificate or articles of formation or organization (or other charter document), including all amendments thereto, of REO Owner and REO Guarantor, certified as of a recent date by the Secretary of State of the state of its organization or formation; (ii) true, correct and complete limited liability company agreement, and including all amendments thereto, of REO Owner and REO Guarantor, (iii) the names of the officers authorized to sign the Purchased Asset Documents and their true signatures; (iv) true, correct and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body); (vi) Buyer shall have received a copy of the related foreclosure deed, deed in lieu of foreclosure or assignment in lieu of foreclosure, as the case may be; (vii) in each case to the extent reasonably requested by ▇▇▇▇▇, ▇▇▇▇▇ shall have received updated versions of the third party reports referenced on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing Due Diligence Checklist; (viii) ▇▇▇▇▇ shall have received legal opinions from counsel to REO Owner and REO Guarantor in substance similar to the principal amount legal opinions delivered in connection with the closing of the Security converted Purchased Asset; (ix) Buyer shall have received evidence reasonably satisfactory to Buyer that all insurance coverage required to be in place pursuant to the related Purchased Asset Documents with respect to the Mortgaged Property are in effect as of the date of the REO Conversion; (x) Buyer shall have received an amended and restated Confirmation executed by Seller reflecting the REO Conversion of the Purchased Asset and including representations and warranties from Article 9 of this Agreement applicable to the REO Owner; and (xi) Buyer shall have received such other and further documents and documentation as Buyer may reasonably require. (f) Concurrently with the REO Conversion, (i) all reserves or other amounts held by the Applicable Conversion Price in effect on REO Owner or pursuant to the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security Purchased Asset Documents shall be reduced by the portion directed to an account under Buyer’s control or held with Servicer and (ii) Seller shall pay to Buyer all of the principal amount thereof converted into shares Buyer’s actual out-of-pocket costs and expenses (including reasonable attorneys’ fees of Capital Stockoutside counsel) incurred in connection therewith.

Conversion. The Under the circumstances provided for in, and subject to compliance with the provisions of, the Indenture, a Holder of any a Security has the rightmay, exercisable at any time prior to 5:00 p.m.such Holder's option, New York City time, on March 15, 2030, to convert the principal amount thereof such Security (or any portion 104 thereof that is an integral multiple equal to $1,000 Principal Amount at Issuance or multiples of $271,000 in excess thereof) into shares of Capital Common Stock at the 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 Conversion Rate in effect at any the time are known as of conversion; provided, however, that if the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemptionredemption pursuant to Article Eleven of the Indenture or is submitted or presented for repurchase pursuant to Articles Fourteen or Fifteen of the Indenture, the conversion right will terminate at the close of business on the second Business Day immediately preceding the corresponding Redemption Date, Optional Repurchase Date or the Fundamental Change Repurchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or repurchase (unless the Company defaults shall default in making paying the payment due redemption payment, Optional Repurchase Price or Fundamental Change 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, as the case may be). The Company will notify Holders of any event triggering the right to convert the Security as specified above in accordance with the Indenture. The initial Conversion Rate is fifty (50) shares of Common Stock per $1,000 Principal Amount at Issuance (with no adjustment provided for any accretion from and after June 15, 2010), subject to adjustment under certain circumstances. No fractional shares will be issued upon redemptionconversion; in lieu thereof, an amount will be paid in cash based upon the Sale Price of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (1a) complete and manually sign a the conversion notice substantially in the form attached heretoset forth below and deliver such notice to a Conversion Agent, (2b) surrender the Security to a Conversion Agent, (3c) furnish appropriate endorsements or and transfer documents if required by the Security a Registrar or a Conversion Agent Agent, and (4d) pay any transfer or similar tax, if required. Upon conversion, no The Conversion Agent may assume that any Holder that delivers a conversion notice is entitled to convert this Security without independent verification. A Holder may convert a portion of the Securities of this series only if the Principal Amount at Issuance of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment or payment will shall be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business dividends on the Regular Record Date for Common Stock except as provided in the payment Indenture. On conversion of an installment Securities of interest this series, that portion of accrued and prior unpaid interest, including Contingent Interest and Additional Amounts, if any, and accrued Principal Accretion on such Securities attributable to the opening of business on period from the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such most recent Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event(or, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such if no Interest Payment Date on has occurred, from the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing original issue date) through the principal amount Conversion Date and Tax Original Issue Discount accrued through the Conversion Date with respect to such converted Securities 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 Security Common Stock (together with any cash payment in lieu of fractional shares) in exchange for such Securities being converted by pursuant to the Applicable Conversion Price provisions hereof, and the fair market value of such shares of Common Stock (together with any such cash payment in effect on lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for accrued and unpaid interest (including Contingent Interest and Additional Amounts, if any), accrued Principal Accretion and Tax Original Issue Discount accrued through the Conversion Date. No fractional shares will be issued upon conversion but a Date and the balance, if any, of such fair market value of such Common Stock (and any such cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security payment), shall be reduced by treated as issued in exchange for the portion Principal Amount at Issuance of such Securities being converted pursuant to the principal amount thereof converted into shares of Capital Stockprovisions hereof.

Conversion. The At any time after 90 days following the latest date of original issuance of the Notes and prior to the close of business on [_________________], 2005, a Holder of any Security has the right, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to a Note may convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) such Note into shares of Capital Stock at the 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 $37 per share of Capital Common Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as ; PROVIDED, HOWEVER, that if the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security Note is called for redemption, the conversion right will terminate at the close of business on the third Business Day immediately preceding before the corresponding Redemption Date, redemption date of such Note (unless the Company defaults shall default in making the redemption payment due when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Note is redeemed). The initial conversion price is [$________________] per share, subject to adjustment under certain circumstances as described in the First Supplemental Indenture and the Indenture. The number of shares issuable upon redemptionconversion of a Note is determined by dividing the principal amount converted by the conversion price in effect on the conversion 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 current market price (as defined in the First Supplemental Indenture and the Indenture) of the Common Stock on the last trading day prior to the date of conversion. To convert a SecurityNote, a Holder must (1a) complete and sign a the conversion notice substantially in set forth below and deliver such notice to the form attached hereto, (2) surrender the Security to a Conversion Agent, (3b) surrender the Note to the Conversion Agent, if certificated, (c) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or the Conversion Agent and Agent, (4d) 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. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any If a Holder surrenders a Security Note for conversion after between the close of business on the Regular Record Date 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 conversioninterest payment date, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not Note must be accompanied by payment 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 issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by Note or portion thereof then converted; PROVIDED, HOWEVER, that no such payment shall be required if such Note has been called for redemption on a redemption date within the Applicable Conversion Price in effect period between and including such record date and such interest payment date, or if such Note is surrendered for conversion on the Conversion Dateinterest payment date. No fractional shares will be issued upon conversion but A Holder may convert a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of a Note equal to $1,000 or any integral multiple thereof. A Note in respect of which a Holder had delivered a Repurchase Notice exercising the principal amount thereof option of such Holder to require the Company to repurchase such Note may be converted into shares only if the Repurchase Notice is withdrawn as provided above and in accordance with the terms of Capital Stockthe Indenture.