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 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 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 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 holder of any Security Convertible Note has the right, exercisable at any time after 90 days following 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 Convertible Note's maturity, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of U.S. $271,000; provided, however that a holder of a Convertible Note may convert such Security only in whole to the extent a conversion in part would reduce the principal amount thereof to an amount less than U.S. $25,000) into shares of Capital Common Stock at the initial conversation rate Conversion Price of 0.73 shares of Capital Stock for each U.S. $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 3.0516 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 Convertible Note is called for redemption, the conversion right will terminate at the close of business (New York time) on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon date fixed for redemption. To convert a SecurityConvertible Note, a Holder must (1) complete and sign a conversion notice of election to convert (a "Conversion Notice") substantially in the form attached heretoset forth below (copies of which are available from the Conversion Agent in New York, (2) surrender deliver the Security Conversion Notice and the Convertible Note to be converted in whole or in part to a Conversion AgentAgent in New York, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or such Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest interest, Liquidated Damages, if any, or dividends, but if any Holder Securityholder 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 Liquidated Damages, if any, and prior to the opening of business on the next Interest Payment Dateinterest payment date, then, notwithstanding such conversion, the interest and Liquidated Damages, if any, payable on such Interest Payment Date interest payment date will be paid to the registered 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 and Liquidated Damages, if any, 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 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 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 second business day immediately preceding the corresponding Redemption redemption date for such Security (the "Conversion Termination Date, ") (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 date such default is cured and such Security is redeemed); provided, further, that if -------- ------- the Holder of a Security presents such Security for the payment of an installment of interest and redemption prior to the opening close of business on the next Interest Payment Conversion Termination Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid right of conversion shall terminate upon presentation of the Security to the registered Holder 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 Security on such Regular Record Dateis redeemed). In such event, such Security, when surrendered for conversion, need not be accompanied by payment The initial Conversion Price is [insert conversion price of an amount equal to the interest payable on such Interest Payment Date 9 1/4% Preferred Stock on the portion so converteddate of exchange] per share, subject to adjustment under certain circumstances. 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 payment or adjustment will be made for accrued interest or Liquidated Damages, if any, on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of Security. 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 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 the Conversion Agent, (b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, and (d) pay a transfer or similar tax, if required. A holder of a Security at the close of business on an interest payment record date shall be entitled to receive the interest and Liquidated Damages, if any, payable on the corresponding interest payment date notwithstanding the conversion thereof following the close of business on such interest payment record date and prior to the close of business on such interest payment date. However, if a Holder surrenders a Security for any fractional interestconversion after the close of business on the record date for the payment of an installment of interest and before the close of business on the related interest payment date then, notwithstanding such conversion, the interest and Liquidated Damages, if any, payable on such interest payment date shall be paid to the Holder of such Security on such record date. The outstanding In such event, the Security (except Securities called for redemption on a redemption date or with a Conversion Termination Date during such period) must be accompanied by payment of an amount equal to the interest and Liquidated Damages, if any, payable on such interest payment date on the principal amount of any the Security shall be reduced by the or portion thereof then converted. A Holder may convert a portion of the principal amount thereof converted into shares of Capital Stocka Security equal to $1,000 or any integral multiple thereof.

Conversion. The Subject to the next two succeeding sentences, a Holder of any Security has a Series A Convertible 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 August , New York City time2005; 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 Series A Convertible 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 . A Series A Convertible Debenture in respect of which a Holder is exercising such Holder's option to require the Company defaults to purchase such Series A Convertible Debenture upon a Repurchase Event 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 price is per share of Common Stock, subject to adjustment in certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. To convert a Security, Series A Convertible Debenture a Holder must (1i) complete and manually sign the conversion notice on the back of the Series A Convertible Debenture or complete and manually sign a facsimile of such notice to the Conversion Agent (or the office or agency referred to in Section of the First Supplemental Indenture) or, if applicable, complete and deliver to The Depository Trust Company ("DTC" or the "Depositary," which term includes any successor thereto) the appropriate instruction form for conversion notice substantially in pursuant to the form attached heretoDepository's book-entry conversion program, (2ii) surrender the Security Series A Convertible Debenture to a Conversion AgentAgent by physical or book-entry delivery (which is not necessary in the case of conversion pursuant to the Depositary's book-entry conversion program), (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 Series A Convertible 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 Series A Convertible Debenture that is held in an account maintained at the Depositary by any such participant. A Holder may convert a portion of a Series A Convertible 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 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 is $1,000 or an integral multiple 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 any fractional interestdividends on the Common Stock, except as provided in the Indenture. The conversion price will be subject to adjustment upon the occurrence of any of the following events: (i) the subdivision, combination or reclassification of outstanding principal shares of Common Stock; (ii) the payment in shares of Common Stock of a dividend or distribution on any class of capital stock of the Company; (iii) the issuance of rights or warrants to all holders of Common Stock entitling them to acquire shares of Common Stock at a price per share less than the Current Market Price; (iv) the distribution to all holders of Common Stock of shares of capital stock other than Common Stock, evidences of indebtedness, cash and dividends, distributions, rights and warrants referred to above); (v) a distribution consisting exclusively of cash (excluding any cash distributions referred to in (iv) above) to all holders of Common Stock in an aggregate amount that, together with (A) all other cash distributions (excluding any cash distributions referred to in (iv) above) made within the 12 months preceding such distribution and (B) any cash and the fair market value of other consideration payable in respect of any tender offer by the Company or a subsidiary of the Company for the Common Stock consummated within the 12 months preceding such distribution, exceeds 15% of the Company's market capitalization (determined as provided in the Indenture) on the date fixed for determining the stockholders entitled to such distribution; and (vi) the consummation of a tender offer made by the Company or any subsidiary of the Company for the Common Stock which involves an aggregate consideration that, together with (X) any cash and other consideration payable in respect of any respect of any tender offer by the Company or a subsidiary of the Company for the Common Stock consummated with the 12 months preceding the consummation of such tender offer and (Y) the aggregate amount of all cash distributions (excluding any Security cash distributions referred to in (iv) above) to all holders of the Common Stock within the 12 months preceding the consummation of such tender offer, exceeds 15% of the Company's market capital capitalization at the date of consummation of such tender offer. No adjustment of the conversion price will be required to be made until cumulative adjustments amount to at least one percent of the conversion price, as last adjusted. Any adjustment that would otherwise be required to be made shall be reduced by carried forward and taken into account in any subsequent adjustment. If the portion Company is a party to a consolidation or merger of the principal type specified in the Indenture, or certain transfers of all or substantially all of its assets to another Person, or in certain other circumstances described in the Indenture the right to convert a Series A Convertible Debenture into Common Stock may be changed into a right to convert it into the kind and amount thereof of securities, cash or other assets that the Holder would have received if the Holder had converted into shares of Capital Stocksuch Holder's Series A Convertible Debentures immediately prior to such transaction.

Conversion. The A Holder of any a Security has may convert the right, exercisable Security into 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 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 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 price is $170.11 per share of Common Stock, subject to adjustment in certain events described in the Indenture. This is equivalent to a conversion rate of 5.8785 shares of Common Stock per $1,000 Principal Amount of Securities at Stated Maturity. The Company will deliver cash or a check in lieu of any fractional 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 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 for immediately preceding any Interest Payment Date to the payment opening of an installment business of interest 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 prior to ending on the opening of business on the first Business Day after the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such or if this Interest Payment Date will be paid to is not a Business Day, the registered Holder of such Security on such Regular Record second Business Day after the Interest Payment Date. In such event, such Security, when surrendered for conversion, need not ) must be accompanied by payment from the Holder of an amount equal to the interest payable thereon that the registered Holder is to receive from the Company on such Interest Payment Date Date. Except where Securities surrendered for conversion must be accompanied by payment 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 Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount date of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stockconversion.

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 Holder holder of any Security Note has the right, exercisable at any time after 90 days following the Issuance Date and 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 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 25.00 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 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 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 Subject to the next two succeeding sentences, a Holder of any Security has a Note may convert it 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, 20302007; 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 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 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 prior to the Redemption Date. The number of shares of Common Stock to be delivered upon conversion of a Note into Common Stock per $1,000 of Principal Amount shall be equal to the Conversion Rate. A Note in respect of which a Holder has delivered a Change in Control Purchase Notice 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 in accordance with the terms of the Indenture. The initial Conversion Rate is 60.5694 shares of Common Stock per $1,000 Principal Amount, subject to adjustment in certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. Notes surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the corresponding opening of business of such Interest Payment Date (except Notes to be redeemed on a date within such period) must be accompanied by payment of an amount equal to the interest thereon that the Holder on such Regular Record Date is to receive. Except where Notes surrendered for conversion must be accompanied by payment as described above and without prejudice to the Company's obligation (if applicable) to make, on a Redemption Date, unless the payment described in the last paragraph under "Optional Redemption Before March 4, 2005" in paragraph 5 above (including that portion of such payment constituting accrued and unpaid interest), no interest on converted Notes will be payable by the Company defaults in making on any Interest Payment Date subsequent to the payment due upon redemptionConversion Date. To convert a SecurityNote, a Holder must (1i) complete and manually sign the conversion notice on the back of the Note (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent (or the office or agency referred to in Section 1002 of the Indenture) or, if applicable, complete and deliver to The Depository Trust Company ("DTC" or the "Depositary," which term includes any successor thereto) the appropriate instruction form for conversion notice substantially in pursuant to the form attached heretoDepositary's book-entry conversion program, (2ii) surrender the Security Note 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, (iv) make any payment required pursuant to the immediately preceding paragraph and (4v) pay any transfer or similar tax, if required. Upon Book-entry delivery of a Note to the Conversion Agent may be made by any financial institution that is a participant in the Depositary; conversion through the Depositary's book-entry conversion program is available for any security that is held in an account maintained at the Depositary by any such participant. A Holder may convert a portion of a Note if the Principal Amount of such portion is $1,000 or an integral multiple of $1,000. Except that portion of the payment (if applicable) described in the last paragraph under "Optional Redemption Before March 4, 2005" in paragraph 5 above, no Holder of Notes will be entitled, upon conversion of any Note, to any actual cash payment or adjustment to the shares of Common Stock into which such Note is convertible on account of accrued and unpaid interest or on account of dividends on shares of Common Stock issued in connection with the conversion. On conversion of a Note, that portion of accrued and unpaid interest attributable to the period from (x) the later of the Issue Date and the date on which interest was last paid to (y) the Conversion Date with respect to the converted Note shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock in exchange for the Note being converted pursuant to the terms hereof, and the Fair Market Value of such Common Stock shall be treated as issued, to the extent thereof, first in exchange for the interest accrued through the Conversion Date, and the balance, if any, of such Fair Market Value of such shares of Common Stock shall be treated as issued in exchange for the Principal Amount of the Note being converted pursuant to the provisions hereof. The Conversion Rate will be adjusted for (i) dividends or distributions on Common Stock payable in Common Stock or other Capital Stock of the Company, (ii) subdivisions, combinations or certain reclassifications of Common Stock, (iii) distributions to all holders of Common Stock of certain rights, warrants or options to purchase Common Stock or securities convertible into Common Stock for a period expiring within 60 days after the applicable record date for such distribution at a price per share less than the Sale Price at the Time of Determination, (iv) distributions to all holders of Common Stock of assets or debt securities of the Company or certain rights, warrants or options to purchase securities of the Company (excluding distributions to which any of the preceding three clauses apply and certain cash dividends or other cash distributions), (v) cash distributions to substantially all holders of Common Stock that, together with all other all-cash distributions and consideration payable in respect of any tender or exchange offer by the Company or one of its Subsidiaries for Common Stock made within the preceding twelve months, exceeds 12.5% of the Company's aggregate Market Capitalization on the date of the distribution, and (vi) repurchases (including by way of a tender offer) of Common Stock which involve an aggregate consideration that, together with (a) any cash and other consideration payable in respect of any tender or exchange offer by the Company or one of its Subsidiaries for Common Stock concluded within the preceding twelve months and (b) the amount of any all-cash distributions to all holders of Common Stock made within the preceding twelve months, exceeds 12.5% of the Company's aggregate Market Capitalization on the date of such repurchase. However, no adjustment or payment will need be made for interest if Holders may participate in the transaction 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, but merger or binding share exchange of the type specified in the Indenture, or certain transfers of all or substantially all of its assets to another Person, or in certain other circumstances described in the Indenture, the right to convert a Note into Common Stock may be changed into a right to convert it into the kind and amount of securities, cash or other assets that the Holder would have received if any the 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 had converted such Holder's Notes immediately 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 Stocktransaction.

Conversion. The Subject to compliance with the provisions 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 of such Security (or any portion 104 thereof that is an equal to $1,000 or any integral multiple 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 Price in effect at any the time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment of conversion under certain circumstances. If a circumstances described in the Indenture; provided, however, that if the Security is called for redemptionredemption pursuant to Article III of the Indenture or upon a Change in Control, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption redemption date 2 These paragraphs to be included only if the Security is a Transfer Restricted Security. or the Change in Control Repurchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or purchase (unless the Company defaults shall default in making the redemption payment due upon redemption. To convert a Securityor Change in Control Repurchase 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 date such default is cured and such Security is redeemed or purchased). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the 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 option of such Holder to require the Company to repurchase such Security on may be converted only if such Regular Record Datenotice of exercise is withdrawn in accordance with the terms of the Indenture. In such eventThe Conversion Price is $19.67 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 Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of 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 A Holder of 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., New York City time, the close of business on March June 15, 20302011; provided, to convert however, that if the principal amount thereof (Security is -------- ------- called for redemption 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 purchase upon a Security is called for redemptionChange 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 $9.96 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; in lieu thereof, an amount will be paid in cash based upon the Closing Price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion but notice set forth below and deliver such notice to a cash Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any regular record date to the opening of business on the next succeeding interest payment date (excluding Securities or portions thereof which are either (i) called for redemption or (ii) subject to purchase following a Change in Control, in either case, on a date during the period beginning at the close of business on a regular record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such interest payment date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this paragraph, no payment or adjustment will be made for any fractional interestaccrued interest on a converted Security. The outstanding principal amount If the Company defaults in the payment of any Security interest payable on such interest payment date, the Company shall be reduced by the 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 March November 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $2750) into shares of Capital Class B Common Stock at the initial conversation rate price of 0.73 shares $60 per share of Capital Class B Common Stock for each $27 50 in aggregate principal amount of Securities (equivalent to a an initial conversion price rate of approximately 0.8333 shares of Class B Common Stock for each $37 per share 50 in aggregate principal amount of Capital Stock of the CompanySecurities). The conversion ratio price and equivalent conversion price ratio 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 Class B Common Stock.

Conversion. The Subject to the next two succeeding sentences, a Holder of any Security has a Note 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 December 6, 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 circumstances2019. 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 Purchase 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 payment due upon redemptionterms of the Indenture. To convert a SecurityThe initial Conversion Rate is 5.8338 shares of Common Stock per $1,000 Principal Amount at Maturity, a Holder must (1) complete and sign a conversion notice substantially subject to adjustment in certain events described in the form attached heretoSupplemental 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 6.1 of the Supplemental Indenture to have interest in lieu of Original Issue Discount accrue on the Note following a Tax Event, (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 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 Notes 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 Notes 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 Notes surrendered for conversion must be accompanied by payment as described above, no interest on converted Notes will be payable by the Company on such any Interest Payment Date on subsequent to the date of conversion. To convert a Note, a Holder must (1) complete and manually sign the conversion notice below (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent or, if applicable, complete and deliver to DTC the appropriate instruction form for conversion, (2) surrender the Note to the Conversion Agent by book entry delivery unless physical certificates have been issued, (3) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee and (4) pay any required transfer or similar tax for which the Holder is responsible. A Holder may convert a portion so converted. The number of shares issuable upon conversion of a Security Note 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 Note, 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 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 Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Note 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 Note 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; distributions to all holders of any Security shall be reduced by 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; subdivisions, combinations or certain reclassifications of Common Stock; 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 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 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 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 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 date such default is cured and such Debenture is redeemed); provided, further, that if the Holder of a Debenture presents such Debenture for the payment of an installment of interest and redemption prior to the opening close of business on the next Interest Payment Date, then, notwithstanding Business Day immediately preceding the redemption date for such conversionDebenture, the interest payable on such Interest Payment Date will be paid right of conversion shall terminate upon presentation of the Debenture to the registered Holder of such Security on such Regular Record Date. In such eventTrustee (unless the Company shall default in making the redemption payment when due, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to in which case the interest payable on such Interest Payment Date conversion right shall terminate on the portion so convertedclose of business on the date such default is cured and such Debenture is redeemed). The initial Conversion Price is $27.09 per share, subject to adjustment under certain circumstances. The number of shares issuable upon conversion of a Security Debenture is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No payment or adjustment will be made for accrued interest on a converted Debenture, except as described in the next succeeding paragraph, or for dividends or distributions on shares of Common Stock issued upon conversion of a Debenture. No fractional shares will be issued upon conversion but a cash adjustment conversion; in lieu thereof, an amount will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by paid in cash based upon the portion closing sale price of the principal amount thereof Common Stock on the last Trading Day prior to the Conversion Date. 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 into shares only if the Change in Control Purchase Notice is withdrawn as provided above and in accordance with the terms of Capital Stockthe Indenture.

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 January 16, New York City time2021; 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 21.729 shares of Common Stock per $1,000 Principal Amount at Maturity, subject to adjustment in certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. In the event the Company exercises its option pursuant to Section 1601 of the Indenture to have interest in lieu of Original Issue Discount accrue on the Debenture following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares of Common Stock such Holder would have received if the Company had not exercised such option. If the Company exercises such option, Debentures surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business of such Interest Payment Date (except Debentures to be redeemed on a date A-7 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. 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 or a Failed Final Remarketing, from and after the Reset Date through August 1, 2030 (except that Securities called for redemption by the Company will be convertible at any time prior to 5:00 p.m., New York City time, on 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. On or Prior to the Tender Notification Date, each Security is convertible, at the initial conversation rate option of 0.73 the Holder into 0.5755 shares of Capital Common Stock for each $27 50 in aggregate principal amount of Securities (equivalent to a conversion price of $37 86.875 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 (other than any Security whose Maturity is prior to such Interest Payment 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 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 fifth 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 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 date such default is cured and such Debenture is redeemed); provided, further, that if the Holder of a Debenture presents such -------- ------- Debenture for the payment of an installment of interest and redemption prior to the opening close of business on the next Interest Payment Date, then, notwithstanding fifth Business Day immediately preceding the redemption date for such conversionDebenture, the interest payable on such Interest Payment Date will be paid right of conversion shall terminate upon presentation of the Debenture to the registered Holder of such Security on such Regular Record Date. In such eventTrustee (unless the Company shall default in making the redemption payment when due, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to in which case the interest payable on such Interest Payment Date conversion right shall terminate on the portion so convertedclose of business on the date such default is cured and such Debenture is redeemed). The initial conversion price is $28.35 per share, subject to adjustment under certain circumstances. The number of shares issuable upon conversion of a Security Debenture is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price conversion price in effect on the Conversion Dateconversion date. No payment or adjustment will be made for accrued interest on a converted Debenture or for dividends or distributions on shares of Common Stock issued upon conversion of a Debenture. No fractional shares will be issued upon conversion but a cash adjustment conversion; in lieu thereof, an amount will be made for any fractional interestpaid in cash based upon the market price (as defined) of the Common Stock on the last trading day prior to the date of conversion. The outstanding principal amount of any Security shall be reduced by the 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 principal amount thereof option of such Holder to require the Company to purchase such Debenture may be converted into shares only if the Change in Control Purchase Notice is withdrawn as provided above and in accordance with the terms of Capital Stockthe Indenture.

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 48.72 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 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 appropriate instruction form for conversion notice substantially in pursuant to the form attached heretoDepository's book-entry conversion program, (2) surrender deliver to the Conversion Agent by book-entry delivery the interest in the Security in global form to a Conversion Agentbe converted, (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 conversion but required unless such If the Company is a party to a consolidation or merger, or a transfer or a lease of all or substantially all of its assets or a merger which reclassifies or changes its outstanding GGD Stock, the right to convert a Security into GGD Stock may be 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 Holder of any Security has Lenders set forth on the right, exercisable at any time Register (immediately prior to 5:00 p.m., New York City time, on March 15, 2030, giving effect to convert this Amendment) are the principal amount thereof (or any portion 104 thereof that is an integral multiple lenders 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 Companyportion of the Term B-2 Loan set forth on the Register opposite such Lender’s name (each such Lender, a “Converting Lender”). Each such Converting Lender represents and warrants that it holds such portion of the Term B-2 Loan and has not assigned or participated such portion of the Term B-2 Loan to any other Person. The 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 redemptionCompany, the conversion right will terminate at the close of business Administrative Agent and each Converting Lender hereby agree that on the Business Day immediately preceding the 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 First Refinancing Facility Amendment Effective 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 Term B-2 Loan set forth on the Register (immediately prior to giving effect to this Amendment) opposite such Converting Lender’s name and owing to such Converting Lender under the Credit Agreement shall be converted (the “Conversion”) into a portion of the Term B-3 Loan in an aggregate principal amount thereof converted into shares equal to the amount set forth on the Register (immediately after giving effect to this Amendment) opposite such Converting Lender’s name, as contemplated by and to be evidenced and governed by the Credit Agreement and the related Loan Documents, all on the terms and conditions set forth in the Credit Agreement, in each case, as amended by this Amendment. In order to effect the Conversion, (a) the Administrative Agent has notified the Company that upon the First Refinancing Facility Amendment Effective Date it will xxxx the Register to reflect the Term B-2 Loan as no longer outstanding on the First Refinancing Facility Amendment Effective Date and (b) each Converting Lender will have been deemed to become a party to the Credit Agreement as a Term B-3 Lender on the First Refinancing Facility Amendment Effective Date in respect of Capital Stockthe Term B-3 Loan in the amount set forth opposite such Converting Lender’s name on the Register (immediately after giving effect to this Amendment). The Conversion will not affect the right of any Converting Lender to receive any accrued and unpaid interest with respect to the Term B-2 Loan that is owed to such Converting Lender, all of which shall be paid by the Company on the First Refinancing Facility Amendment Effective Date (but it is understood and agreed that the Term B-2 Loan shall not bear any interest from and after the Conversion). Furthermore, each Converting Lender agrees that, effective upon the Conversion and subject to receipt of such accrued and unpaid interest, it no longer holds any portion of the Term B-2 Loan.

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 or a Failed Final Remarketing, from and after the Reset Date through February 1, 2030 (except that Securities called for redemption by the Company will be convertible at any time prior to 5:00 p.m., New York City time, on 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. On or Prior to the Tender Notification Date, each Security is convertible, at the initial conversation rate option of 0.73 the Holder into 0.4881 shares of Capital Common Stock for each $27 50 in aggregate principal amount of Securities (equivalent to a conversion price of $37 102.4375 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 Stock.so

Conversion. The Subject to the provisions of Article XIV 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 FFN if any of the Company). The conversion ratio and equivalent conversion price conditions specified in effect at any time Section 14.1 of the Indenture are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectivelysatisfied; provided however, and are subject to adjustment under certain circumstances. If a that if such Security 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, Date of such Security (unless the Company defaults Issuers 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 such Security is redeemed). The initial Conversion Price is determined pursuant to the opening provisions of business on Section 14.1 (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“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. Upon conversion, no adjustment for interest, if any (including Additional Amounts, 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 Conversion Price. To convert a Security, a Holder must (a) complete and sign the conversion notice set forth below and deliver such notice to the Trustee acting as conversion agent, (b) surrender the Security to the Trustee acting as conversion agent, (c) furnish appropriate endorsements and transfer documents if required by the Registrar or the Trustee acting as 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 program. 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 and Additional Amounts, 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 and whole multiples of $1.00 in excess thereof. A Security in respect of which a Holder has accepted a Change of Control Offer, Asset Sale Offer or a Loss Proceeds Offer as provided in Section 2.18 of the principal amount thereof Indenture may be converted into shares only if such applicable 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 the principal amount of such Note (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 Class A Subordinate Voting Stock at any time prior to 5:00 p.m., New York City time, the last Business Day prior to the close of business on March December 15, 20302009; provided, to convert however, 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 Note 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 redemption date or the Change in Control Payment Date, as the case may be, for such Note or such earlier date as the Holder presents such Note 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 Payment, 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 such Note is redeemed or purchased). The initial Conversion Price is $8.50 per share, subject 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 convertedadjustment under certain circumstances. The number of shares of Class A Subordinate Voting Stock issuable upon conversion of a Security Note is determined by dividing the principal amount of the Security Note or portion thereof converted by the 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 Sale Price of the Class A Subordinate Voting Stock on the Trading Day immediately prior to the Conversion Date. To convert a Note, 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 Note to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Notes 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 Notes or portions thereof called for redemption or subject to purchase upon a Change in Control on a redemption date or Change in Control Payment 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 Security such Note then being converted, and such interest shall be reduced payable to such registered Holder notwithstanding the conversion of such Note, subject to the provisions of the Indenture relating to the payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. A Note in respect of which a Holder had delivered a Change in Control Payment Notice exercising the principal amount thereof option of such Holder to require the Company to purchase such Note may be converted into shares only if the Change in Control Payment 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 March the Business Day immediately preceding December 15, 20302029, 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 rate of 0.73 1.3986 shares of Capital Common Stock for each $27 50 in aggregate principal amount of Securities (equivalent to a conversion price of $37 35.75 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 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 Common Stock.

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 May 8, 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 at Holder may convert it only until the close of business on the Business Day second 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 13.5285 shares of Common Stock per $1,000 Principal Amount at Maturity, subject to adjustment upon occurrence of certain events described in the Indenture. The Company will deliver cash 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 on such Interest Payment Date (except Securities with respect to which the Company has mailed a notice of redemption) must be accompanied by payment due upon of an amount equal to the interest thereon that the registered Holder is to receive. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities will be payable by the Company on any Interest Payment Date subsequent to the date of conversion. Securities surrendered for conversion during the period from the close of business on any date on which contingent interest accrues to the opening of business on the date on which such contingent interest is payable (except Securities with respect to which the Company has mailed a notice of redemption) must be accompanied by payment of an amount equal to the contingent interest 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 contingent interest on converted Securities will accrue after 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, as computed for United States federal income tax purposes pursuant to Section 1.1275-4(b) of the Treasury Regulations, (or interest if the Company has exercised its option provided for in paragraph 11 hereof) attributable to the period from the Issue Date (or, if the Company has exercised the option referred to in paragraph 11 hereof, the later of (x) the date of such exercise and (y) the date on which interest was last paid) through the Conversion Date and (except as provided below) 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 original issue discount, as computed for United States federal income tax purposes pursuant to Section 1.1275-4(b) of the Treasury Regulations, (or interest, if the Company has exercised its option provided for in paragraph 11 hereof) 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 Conversion Rate will be adjusted for dividends or distributions on Common Stock payable in Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of Common Stock; distributions to all holders of Common Stock of certain rights to purchase Common Stock for a period expiring within 60 days at less than the Sale Price at the Time of Determination; and distributions to such holders of assets or Debt securities of the Company or certain rights to purchase securities of the Company (excluding certain cash dividends or distributions). However, no adjustment need be made if Securityholders may participate in the transaction or in certain other cases. The Company from time to time may voluntarily increase the Conversion Rate. In the event that the Company declares a dividend or distribution described in Section 11.07 of the Indenture, or a dividend or a distribution described in Section 11.08 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 Sale Price of the Common Stock on the day preceding the date of declaration for such dividend or distribution, the Company shall give notice to the Holders, which shall not be less than 20 days prior to the Ex-Dividend Date for such dividend or distribution. If the Company is a party to a consolidation, merger or binding share exchange or a transfer of all or substantially all of its assets, or upon certain distributions described in the Indenture, the right to convert a Security into Common Stock may be changed into a right to convert it into the kind and amount of any Security shall be reduced by the portion securities, cash or other assets of the principal amount thereof Company or another person which the Holder would have received if the Holder had converted into shares of Capital Stockits Securities immediately prior to the transaction.

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 6.1 thereof and the right of the Company to elect to deliver cash or a combination of cash and Common Stock set forth in Section 6.13 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 an integral $1,000 or a multiple of $27) 1,000), into fully paid and nonassessable shares of Capital Common Stock at the initial conversation rate Conversion Rate in effect on the date of 0.73 conversion. Upon conversion, the Company shall have the right to deliver, in lieu of shares of Capital Stock Common Stock, cash or a combination of cash and shares of Common Stock. On the first date the Securities become convertible, the Company shall notify Holders in writing of its Principal Conversion Settlement Election. This notification is irrevocable and legally binding with regard to any subsequent conversion of the Securities. Until the Securities are surrendered for each conversion, the Company shall not be required to notify Holders of its method for settling the Excess Amount of its conversion obligation of the $27 in aggregate 1,000 principal amount of the Securities. The Company shall notify Holders of any event triggering the right to convert the Securities (equivalent in accordance with the Indenture. A Security in respect of which a Holder has delivered a Purchase Notice or Fundamental Change Purchase Notice, as the case may be, exercising the right of such Holder to a conversion price of $37 per share of Capital Stock require the Company to purchase such Security may be converted only if such Purchase Notice or Fundamental Change Purchase Notice is withdrawn in accordance with the terms of the Company)Indenture. The conversion ratio and equivalent conversion price initial Conversion Rate is 17.3919 shares of Common Stock per $1,000 principal amount of Securities, 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 transfer documents if required by the Security Registrar or Conversion Agent Agent, furnish appropriate endorsements and transfer documents and (4) pay all funds required, if any, relating to interest (including Contingent Interest and Additional Interest, if any), and any transfer or similar taxtax or duty, 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 share of Common Stock shall be issued upon conversion but of any Security. Instead, the Company shall pay a cash adjustment will as provided in the Indenture. Except as provided in Section 6.2(a) and Section 6.12 of the Indenture, no separate cash payment or adjustment shall be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by accrued and unpaid interest (including Contingent Interest and Additional Interest, if any) or dividends on the portion of the principal amount thereof converted into shares of Capital Common Stock, except as provided in the Indenture.

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 the principal amount Change of Control as provided in Article 5 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 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 Holder of any Security has the rightSo long as this Credit Line is outstanding, exercisable Lender may, in its sole and absolute discretion, at any time prior to 5:00 p.m.(including, New York City timewithout limitation, on March 15, 2030, to as provided for in Section 4 above) convert the principal amount thereof (all 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 unpaid aggregate principal amount of Securities the Advances and unpaid accrued interest thereon into such number of whole shares of Borrower Common Stock (equivalent to a conversion price of $37 per share of Capital Stock “Conversion Shares”) determined by dividing the amount of the Company). The conversion ratio Advances and equivalent conversion price unpaid accrued interest thereon Borrower desires to convert as specified in effect at any time are known as its Conversion Notice by the "Applicable Conversion Price" and greatest of (i) 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 Closing Price on the Business Effective Date, (ii) the Closing Price on the Trading 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 date specified in the form attached heretoConversion Notice or (iii) the Book Value on the Trading Day immediately preceding the conversion date specified in the Conversion Notice (such number and price subject to adjustment for stock splits, (2) surrender the Security stock dividends and similar events affecting Borrower Common Stock); provided, however, Lender may not exercise its right of conversion hereunder and Borrower shall not be required to a comply with any Conversion AgentNotice unless and until Borrower and Lender, (3) furnish appropriate endorsements as applicable, shall have obtained or transfer documents if made any consents, approvals, authorizations, orders, notifications, or filings required by the Security Registrar applicable Government Requirements from or with Governmental Authorities for issuance of Conversion Agent and Shares (4) pay any transfer or similar tax, if required“Regulatory Approvals”). Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for Borrower agrees to use reasonable best efforts to assist Lender in seeking such Regulatory Approvals. Lender may only exercise its right of conversion after the close of business on the Regular Record Date for the payment of an installment of interest and as specified herein by delivering written notice to Borrower at least one Business Day prior to the opening conversion date specified therein (a “Conversion Notice”). Upon receipt of business on a Conversion Notice and delivery to Lender of 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 appropriate whole number of shares issuable upon of Borrower Common Stock the outstanding indebtedness hereunder subject to such 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 accordingly, and Lender shall record the amount of such reduction by appropriately annotating the portion Note. Borrower hereby agrees that it shall at all times reserve and keep available out of its authorized and unissued Borrower Common Stock, solely for the purpose of providing for conversion of the principal amount thereof converted into outstanding indebtedness in accordance herewith, such number of shares of Capital StockBorrower Common Stock as shall, from time to time, be sufficient therefor.

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. The A Holder of any a Security has may convert such Security into shares of Common Stock of the rightCompany in whole or in part, exercisable at any time prior and from time 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 . 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 is $37 0.43 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 described in Article X of the Indenture (the “Conversion Price”), and the initial conversion rate is 2,325.5814 shares of Common Stock per $1,000 in principal amount of Securities. If a Security is called for redemptionSubject to the limitations set forth below and in Section 10.16 of the Indenture, 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 DateDate plus the number of shares, if any, issuable in respect to the Make Whole Premium. Upon conversion, no adjustment for interest, if any (except for the payment of the Make Whole Premium), or dividends will be made. No fractional shares will be issued upon conversion; in lieu thereof, the number of shares of Common Stock to be delivered to the Holder pursuant to this paragraph 8 shall be rounded up to the nearest whole share of Common Stock; provided that such rounding shall be with respect to the sum of all shares of Common Stock issuable to the Holder with respect to all of the Securities (or portions thereof) of the Holder being converted pursuant to a notice of conversion but delivered by the Holder to the Conversion Agent described in the following paragraph on the date of conversion specified in such notice. To convert a cash adjustment will 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 conversion between the record date for the payment of an installment of interest and the next interest payment date, the Security must be made for any fractional interest. The outstanding accompanied by payment of an amount equal to the 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 required if such Security has been called for conversion on a Mandatory Conversion 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 Fundamental Change Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security as provided in Section 3.07 of the Indenture may be converted only if such notice of exercise is withdrawn as provided above and in accordance with the terms of the Indenture. Notwithstanding anything herein to the contrary, from the date of the Indenture through (i) but not including the two (2) year anniversary thereof, in no event shall the Holder be entitled to convert any portion of this Security in excess of that portion of this Security upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its Affiliates (as defined below) (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Security or the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the limitations contained herein in this clause (i)) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Security with respect to which the principal determination of this proviso is being made (including the payment of the Make Whole Premium in connection therewith), would result in beneficial ownership by the Holder and its Affiliates of any amount thereof converted into greater than 4.9% of the then outstanding shares of Capital Common Stock (whether or not, at the time of such exercise, the Holder and its Affiliates beneficially own more than 4.9% of the then outstanding shares of Common Stock), and (ii) and including the Stated Maturity, in no event shall the Holder be entitled to convert any portion of this Security to the extent that such conversion would cause the Holder to hold or own greater than 9.9% of the total combined voting power of all classes of Voting Stock of the Company within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code of 1986, as amended (the “Code”), taking into consideration the attribution rules set forth in Section 871(h)(3)(C) of the Code. As used herein, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. For purposes of the proviso to the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The limitations set forth in clause (i) above may be waived by the Holder upon provision of no less than sixty-one (61) days prior notice to the Company. The limitations set forth in clause (ii) above may not be waived at any time by the Holder.

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 Holder of any Security Note has the right, exercisable exerciseable at any time after 90 days following the Issuance Date and 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 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 43.29 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, unless the Company defaults in making the payment due upon date fixed for redemption. To convert a SecurityNote, a 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 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 of such Security Note on such Regular Record Date. In record date; provided, however, that such event, such SecurityNote, when surrendered for conversion, need not must be accompanied by payment to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the portion so converted; provided further, however, that such payment to the Company described in the immediately preceding proviso shall not be required in connection with any conversion of a Note that occurs on or after the date that the Company has issued a notice of redemption pursuant to Section 3.03 of the Indenture and prior to the date of redemption. 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 A Note in respect of any Security shall which a Holder has delivered an "Option of Holder to Elect Purchase" form appearing below exercising the option of such Holder to require the Company to purchase such Note may be reduced by converted only if the portion notice of exercise is withdrawn as provided above and in accordance with the terms of the principal amount 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 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 January [ ], New York City time20[ ]; 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 Day immediately preceding the corresponding Redemption Date, unless . 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 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 Common Stock per $1,000 Principal Amount, subject to adjustment in certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. To convert a Security, Security a Holder must (1i) 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 Conversion Agent, (3ii) furnish appropriate endorsements or and transfer documents if required by the Security Registrar Conversion Agent, the Company or Conversion Agent the Trustee and (4iii) 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 the Holder surrenders a converts more than one Security for conversion after at 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 conversionsame time, 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 of Common Stock issuable upon the conversion shall be based on the total Principal Amount of the Securities converted. A Holder may convert a portion of a Security if the Principal Amount of such portion is 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 attributable to the period from the Issue Date to the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed paid in full to the Holder thereof through the delivery of the Common Stock in exchange for the Security being converted pursuant to the terms hereof; and the fair market value of such Common Stock (together with any cash payment in lieu of fractional interestshares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. -------------------------- TM Trademark of Xxxxxxx Xxxxx & Co., Inc. The Conversion Rate will be adjusted for dividends or distributions on Common Stock payable in Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of Common Stock; distributions to all holders of Common Stock of certain rights to purchase Common Stock for a period expiring within 60 days at less than the Sale Price at the Time of Determination; and distributions to such holders of assets or debt securities of the Company or certain rights to purchase securities of the Company (excluding certain cash dividends or distributions). However, no adjustment need be made if Securityholders may participate in the transaction or in certain other cases. The outstanding principal amount of any Security shall be reduced by Company from time to time may voluntarily increase the portion Conversion Rate. If the Company is a party to a consolidation, merger or binding share exchange of the principal amount thereof converted 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 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.

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 or prior to the Tender Notification Date or, in the event of a Convertible Remarketing or a Failed Final Remarketing, from and after the Reset Date through February 15, 20302030 (except that Securities called for redemption by the Company will be convertible at any time prior to 5:00 p.m., New York City time, on any Redemption Date) to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $2750) into shares of Capital Stock Common Stock. On or prior to the Tender Notification Date, each Security is initially convertible, at the initial conversation rate option of 0.73 the Holder into 1.0076 shares of Capital Common Stock for each $27 50 in aggregate principal amount of Securities (equivalent to a an initial conversion price of $37 49.625 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 (other than a Global Security) to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the 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 Subject to and in compliance with the provisions of the Indenture (including, without limitation, the conditions to conversion set forth in Section 2.01 of the Second Supplemental Indenture), a Holder of 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 Note (or any portion 104 of the principal amount thereof that is $1,000 or an integral multiple $1,000), into an amount of $27) into cash and the number of shares of Capital Stock fully paid and nonassessable shares of Common Stock, if any, 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 Price in effect at the time of conversion. The Company will notify Holders of any time are known event triggering the right to convert the Holder’s Note as specified above in accordance with the Indenture. A Note in respect of which a Holder has delivered a Purchase Notice or Change of Control Purchase 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 Purchase Notice or Change of Control Purchase 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," respectivelyPrice is $33.97, and are subject to adjustment under in certain circumstances. If a Security is called for redemption, events described in 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 redemptionIndenture. 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 and (4) pay any transfer or similar tax, if required. Upon conversionNo 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, no the Company shall pay a cash adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security as provided in the Indenture. Notes that are 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 immediately preceding any Interest Payment Date to the opening of business on the next such Interest Payment Date, then, notwithstanding such conversionDate shall (except in the case of Notes or portions thereof which have been called for redemption or in respect of which a Purchase Notice or Change of Control Purchase Notice delivered by the Holder has not been withdrawn, the interest payable conversion rights of which would terminate during the period between such Regular Record Date and the close of business 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 in immediately available funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the portion so convertedprincipal amount of Notes being surrendered for conversion; provided, however, that no such payment shall be required if there shall exist at the time of conversion a default in the payment of interest on the Notes. The number No payment or adjustment shall be made upon any conversion on account of any interest accrued on the Notes surrendered for conversion from the Interest Payment Date preceding the day of conversion. Rather, such amount shall be deemed to be paid in full to the Holder through delivery of cash or a combination of cash and Common Stock, in exchange for the Note being converted pursuant to the provisions hereof, and the fair market value of the combination of cash and any shares issuable upon conversion of a Security is determined by dividing Common Stock, shall be treated as issued, to the extent thereof, first in exchange for accrued and unpaid interest and the balance, if any, of such fair market value of any such Common Stock and any cash payment shall be treated as issued in exchange for the principal amount of the Security Note being converted by pursuant to the Applicable Conversion Price in effect provisions hereof. In addition, no adjustment or payment shall be made upon any conversion on account of any dividends on any Common Stock issued upon conversion. In addition, Holders shall not be entitled to receive any dividends payable to holders of Common Stock as of any Record Date before the close of business on the Conversion Dateconversion date. No fractional shares will be issued upon conversion but If the Company (i) is a cash adjustment will be made for party to a consolidation, merger or binding share exchange or (ii) reclassifies the Common Stock or (iii) conveys, transfers or leases its properties and assets substantially as an entirety to any 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 Note 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. The above description of conversion of the Security is qualified by reference to, and is subject in its entirety by, the more complete description thereof contained in the Indenture.”

Conversion. 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 April 15, 20302028 (except that Securities called for redemption by the Company will be convertible at any time prior to the close of business, 110 6 New York City time, on 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 Common Stock at the initial conversation rate of 0.73 1.7058 shares of Capital Common Stock for each $27 50 in aggregate principal amount of Securities (equivalent to a conversion price of $37 295/16 per share of Capital Common Stock of the Company). The conversion ratio and equivalent conversion price in price, after giving effect at any time to all adjustments, 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 Common Stock.

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 xxxx 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 a Security has the right, exercisable may convert it into JCC Holding Class A Common Stock at any time prior to 5:00 p.m.after October 1, New York City time2002. In addition, on March 15, 2030, to convert 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 at any time (whether prior to or following October 1, 2002), the conversion right will terminate Holder of such Security may convert it at any time before the close of business on the Business Day immediately preceding the corresponding Redemption DateDate (but not later, unless the Company defaults shall default in making the payment due upon redemptionredemption thereof); provided, however, that such Holder may not convert such Security if such Security is called for redemption pursuant to a Required Regulatory Redemption. The initial conversion price of $25.00 per share is subject to adjustment as provided in Article 13 of 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. On conversion, no payment or adjustment for interest will be made. However, interest will be paid on any interest payment date with respect to Securities surrendered for conversion after a record date for the payment of interest to the registered holder on such record date. In lieu of issuing fractional shares of JCC Holding Class A Common Stock, JCC Holding will deliver a check for the current market value of the 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 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 conversionA Holder may convert a portion of a Security if the portion is $1,000 or an integral multiple of $1,000. The conversion price is subject to adjustment as set forth in the Indenture in certain events, no including: the issuance of stock of JCC Holding as a dividend or distribution on the JCC Holding Common Stock; subdivisions and combinations of the JCC Holding Common Stock; certain reclassifications, consolidations, mergers and sales of property of JCC Holding; the issuance to all holders of JCC Holding Common Stock of certain rights or warrants entitling them to subscribe for JCC Holding Common Stock at less than the current market price; the distribution to all holders of JCC Holding Common Stock of debt securities or assets of JCC Holding or rights or warrants to purchase assets, debt securities or other securities of JCC Holding (excluding cash dividends or distributions from retained earnings); the issuance of shares of JCC Holding Common Stock, in certain circumstances, for less consideration than the current market price; and the issuance, in certain circumstances, of securities convertible into or exchangeable for shares of JCC Holding Common Stock (other than pursuant to transactions described above) for a consideration per share of JCC Holding Common Stock deliverable on such conversion or exchange that is less than the current market price of the JCC Holding Common Stock on the date of issuance of such security. No adjustment in the conversion price will be required unless such adjustment would require an increase or payment will decrease of at least 1% in the conversion price then in effect; but any adjustment that would otherwise be required to be made shall be carried forward and taken into account in any subsequent adjustment. No adjustment need be made for rights to purchase JCC Holding Common Stock pursuant to a JCC Holding dividend or interest reinvestment plan. JCC Holding from time to time may voluntarily reduce the conversion price for a period of time, provided that the conversion price is not less than the par value of a share of JCC Holding Class A Common Stock. If JCC Holding is a party to a consolidation or dividendsmerger or a transfer or lease of all or substantially all of its assets, but if any Holder surrenders the right to convert a Security for conversion after the close into JCC Holding Class A Common Stock may be changed into a right to convert it into cash or securities or other assets 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 StockJCC Holding or another Person.

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 Hxxxxx’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 A Holder of any Security has a Note may convert it into Shares in accordance with 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 terms and conditions set forth in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock Article 11 of the Company)Indenture. The conversion ratio and equivalent conversion price in effect initial Conversion Rate is 11.8316 Shares per $1,000 Principal Amount at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectivelyMaturity, and are subject to adjustment under in certain circumstancesevents described in the Indenture. If The Company will deliver cash or a Security is called for redemption, check in lieu of any fractional Share. The Conversion Rate may be adjusted as provided in 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 redemptionIndenture. To convert a SecurityGlobal Note, a Holder must deliver to DTC the appropriate instruction form for conversion pursuant to DTC's conversion program. To convert a Note, 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 AgentAgent for cancellation, (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 all funds required, if any, relating to Contingent Interest, if any, and Liquidated Damages, if any, on the Note to be converted for which the Holder is not entitled and 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, any fractional interestShares except as provided in the Indenture. The outstanding principal amount On conversion of any Security a Note, that portion of accrued Original Issue Discount attributable to the period from the Issue Date through the Conversion Date with respect to the converted Note and (except as provided below) accrued Contingent Interest, if any, and Liquidated Damages, if any, with respect to the converted Note shall not be cancelled, extinguished or forfeited, but rather shall be reduced by deemed to be paid in full to the portion Holder thereof through the delivery of the principal amount thereof Shares (together with the cash payment, if any, in lieu of fractional Shares) in exchange for the Note being converted pursuant to the terms hereof; and the fair market value of such Shares (together with any such cash payment in lieu of fractional Shares) shall be treated as delivered pro rata, to the extent thereof, first in exchange for Original Issue Discount and accrued Contingent Interest accrued through the Conversion Date, if any, and Liquidated Damages, if any, and the balance, if any, of the fair market value of such Shares shall be treated as delivered in exchange for the Issue Price of the Note being converted pursuant to the provisions hereof. If the Company is a party to a consolidation, merger or binding share exchange or a transfer of its assets as, or substantially as, an entirety, or upon certain distributions described in the Indenture, the right to convert a Note into shares Shares may be changed into a right to convert it into securities, cash or other assets of Capital Stockthe Company or another Person. [INCLUDE IF SECURITY IS A GLOBAL SECURITY -- In the event of a deposit or withdrawal of an interest in this Note, including an exchange, transfer, repurchase or conversion of this Note 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.]

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 ________* 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. Upon conversion any accrued and unpaid interest on the Securities shall be paid to the Holder thereof, at the option of the Company, either (i) in freely tradeable shares of Common Stock at the Conversion Price or (ii) in cash. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing sale price 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, 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 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 a Note may convert the principal amount of such Note (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 and Expedia Stock at any time prior to 5:00 p.m.the close of business on June 1, New York City time2008; provided, on March 15however, 2030, to convert that if the principal amount thereof (Note is submitted 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 presented for each $27 in aggregate principal amount of Securities (equivalent purchase pursuant to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price Change 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 redemptionControl Notice, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, Change in Control Purchase Date for such Note or such earlier date as the Holder presents such Note for purchase (unless the Company defaults Holder withdraws its election pursuant to the Indenture). The initial Conversion Price is $26.68 per share and the initial Expedia Conversion Price is $26.68 per share, in making each case subject to adjustment under certain circumstances as provided in the payment due Indenture. The number of shares of Common Stock issuable upon redemptionconversion of a Note is determined by dividing the principal amount of the Note or portion thereof converted by the Conversion Price in effect on the Conversion Date. The number of shares of Expedia Stock issuable upon conversion of a Note is determined by dividing the principal amount of the Note or portion thereof converted by the Expedia Conversion Price in effect on the Conversion Date. To convert a SecurityNote, 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 Note to the Conversion Agent, (c) furnish appropriate endorsements or and transfer documents if required by the Security a Registrar or the 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 any integral multiple thereof. A Note in respect of which a Holder has delivered a Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Note may be made for interest or dividends, but converted only if any Holder surrenders a Security for conversion the Change in Control Purchase Notice is withdrawn in accordance with the terms of the Indenture. As soon as practicable after the close Conversion Date, the Company and IAC shall satisfy all of business on the Regular Record Date for the payment of an installment of interest and prior their Conversion Obligations by delivering to the opening Holder, at IAC's option, either shares of business on Common Stock and Expedia Stock, cash, or a combination of cash and shares of Common Stock and/or Expedia Stock. If IAC elects to satisfy the next Interest Payment Dateentire Conversion Obligation by Share Settlement, then, notwithstanding such conversion, then IAC or the interest payable on such Interest Payment Date Company will be paid deliver to the registered Holder (i) shares 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 Common Stock equal to the interest payable on such Interest Payment Date on quotient of (A) the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the aggregate principal amount of the Security Notes to be converted by the Applicable Holder divided by (B) the Conversion Price in effect on the Conversion Date, and (ii) shares of Expedia Stock equal to the quotient of (A) the aggregate principal amount of Notes to be converted by the Holder divided by (B) the Expedia Conversion Price in effect on the Conversion Date. No fractional If IAC elects to satisfy the entire Conversion Obligation by Cash Settlement, then IAC or the Company will deliver to the Holder cash in an amount equal to the sum of (i) the product of (A) a number equal to the aggregate principal amount of Securities to be converted by such Holder divided by the Conversion Price in effect on the Conversion Date, and (B) the arithmetic mean of the Volume Weighted Average Prices of Common Stock on each Trading Day during the Cash Settlement Averaging Period and (ii) the product of (A) a number equal to the aggregate principal amount of Securities to be converted by such Holder divided by the Expedia Conversion Price in effect on the Conversion Date, and (B) the arithmetic mean of the Volume Weighted Average Prices of Expedia Stock on each Trading Day during the Cash Settlement Averaging Period; If IAC elects to satisfy the Conversion Obligation in a Combined Settlement, then the Company or IAC will deliver to the Holder (i) the IAC Partial Cash Amount, (ii) the Expedia Partial Cash Amount, (iii) a number of shares will be issued upon of Common Stock equal to the quotient of (A) the IAC Cash Amount minus the IAC Partial Cash Amount divided by (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the applicable Cash Settlement Averaging Period and (iv) a number of shares of Expedia Stock equal to the quotient of (A) the Expedia Cash Amount minus the Expedia Partial Cash Amount divided by (B) the arithmetic mean of the Volume Weighted Average Prices of the Expedia Stock on each Trading Day during the applicable Cash Settlement Averaging Period. Upon receipt of the conversion but notice from a cash adjustment Holder by the Company, IAC or the Conversion Agent, (1) if IAC elects to satisfy the Conversion Obligation by Share Settlement, then settlement in Common Stock and Expedia Stock will be made for any fractional interest. The outstanding principal amount on or prior to the fifth (5th) Trading Day following receipt of any Security shall be reduced such conversion notice; or (2) if IAC elects to satisfy the Conversion Obligation by Cash Settlement or Combined Settlement, then the portion Company or IAC will notify the Holder, through the Conversion Agent, of the principal dollar amount thereof converted into shares of Capital Stockto be satisfied in cash at any time during the Settlement Notice Period. Share Settlement will apply automatically if the Company or IAC does not notify the Holder that IAC has chosen another settlement method.

Conversion. The A Holder of a Note may convert the principal amount of such Note (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., New York City time, the close of business on March April 15, 20302007; provided, to convert however, 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 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 for such Note or such earlier date as the Holder presents such Note 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 Note is redeemed). The initial Conversion Price is $42.90 per share, subject to adjustment under certain circumstances. The number of shares of Common Stock issuable upon redemptionconversion of a Note is determined by dividing the principal amount of the Note or portion thereof converted by the Conversion Price in effect on the Conversion Date. No payment or adjustment will be made for accrued interest on a converted Note, except as described in the next succeeding paragraph, or for dividends or distributions on shares of Common Stock issued upon conversion of a Note. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a SecurityNote, a Holder must (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 Note to a Conversion Agent, (c) furnish appropriate endorsements or and transfer documents if required by the Security a Registrar or a Conversion Agent Agent, and (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 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 before the opening close of business on the next Interest Payment Daterelated interest payment date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will interest payment date shall be paid to the Holder in whose name such Note was registered Holder at the close of such Security business on such Regular Record Daterecord date. In such event, unless the Note has been called for redemption, such SecurityNote, when surrendered for conversion, need not 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 Note or portion thereof then converted. 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 Note in respect of which a Holder had delivered a Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Note may be converted by only if the Applicable Conversion Price Chance in effect on Control Purchase Notice is withdrawn in accordance with 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 of Capital StockIndenture.

Conversion. The A Holder of 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 June 1, New York City time2008; 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 $70.23 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 which are either (i) called for redemption or (ii) subject to purchase following a Change in Control, in either case, on a date during the period beginning at the close of business on a regular record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds 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 portion Company. If the Company defaults in the payment of interest payable on such interest payment date, the principal amount thereof converted into shares of Capital Stock.Company shall promptly repay

Conversion. The Holder Subject to earlier Maturity, Redemption, Purchase at Holder’s Option or Repurchase Upon Fundamental Change, Holders may surrender Securities in integral multiples 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 $1,000 principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) for conversion 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 accordance with Article X 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 redemptionIndenture. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached heretoConversion Notice, with appropriate signature guarantee, on the back of the Security, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or Conversion Agent and Agent, (4) pay any transfer or similar taxthe amount of interest, if requiredany, the Holder must pay in accordance with the Indenture and (5) pay any tax or duty if required pursuant to the Indenture. Upon A Holder may convert a portion of a Security if the portion is $1,000 principal amount or an integral multiple of $1,000 principal amount. Notwithstanding anything herein to the contrary, no Security may be converted after the close of business on the Business Day immediately preceding the Maturity Date. The initial Conversion Rate is 76.9231 shares of Common Stock per $1,000 principal amount of Securities (which results in an effective initial Conversion Price of $13.00 per share) subject to adjustment in the event of certain circumstances as specified in the Indenture. The Company will deliver cash in lieu of any fractional share. On conversion, no payment or adjustment for any unpaid and accrued interest or payment additional interest on the Securities will be made for interest or dividends, but if any made. If a Holder surrenders a Security 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 Date, then, notwithstanding such conversion, the related interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such eventpayment date, such Security, when surrendered for conversion, need not must be accompanied by payment of an amount equal to the interest payable thereon which the registered Holder at the close of business on such Interest Payment Date on record date is to receive; provided, however, that such payment of an amount equal to the portion so converted. The number of shares issuable upon conversion interest described in the immediately preceding sentence in respect of a Security surrendered for conversion shall not be required with respect to a Security that (i) is determined by dividing surrendered for conversion after the principal amount record date immediately preceding the Maturity Date, (ii) has been called for Redemption pursuant to Section 3.04 of the Indenture and paragraphs 6 and 7 herein or (iii) is surrendered for conversion after a record date for the payment of an installment of interest and on or before the related interest payment date, where, pursuant to Section 3.09 of the Indenture, the Company has specified, with respect to a Fundamental Change, a Fundamental Change Repurchase Date that is after such record date and on or before such interest payment date; provided further, that, if the Company shall have, prior to the Conversion Date with respect to a Security, defaulted in a payment of interest on such Security, then in no event shall the Holder of such Security converted who surrenders such Security for conversion be required to pay such defaulted interest or the interest that shall have accrued on such defaulted interest pursuant to Section 2.12 of the Indenture or otherwise The Conversion Rate applicable to each Security that is surrendered for conversion, in accordance with the Securities and Article X of the Indenture, at any time during the Make-Whole Conversion Period with respect to a Make-Whole Fundamental Change shall be increased to an amount equal to the Conversion Rate that would, but for Section 10.15 of the Indenture, otherwise apply to such Security pursuant to Article X of the Indenture, plus an amount equal to the Make-Whole Applicable Increase; provided, however, that such increase to the Conversion Rate shall not apply if such Make-Whole Fundamental Change is announced by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will Company but shall not 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 Stockconsummated.

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 of any Security has the rightinitial Conversion Price is $38.56, 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 circumstancesfrom time to time as described in the Indenture. If The number of Common Shares issuable upon conversion of a Security is called for redemption, determined by dividing (x) the conversion right will terminate at Principal Amount of the close of business Security or the portion thereof being converted by (y) the Conversion Price in effect on the Business Day immediately preceding Conversion Date. A Holder which surrenders Securities for conversion will receive cash or a check in lieu of any fractional Common Share. A Security in respect of which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the corresponding Redemption Date, unless 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. 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 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 or payment will be made for interest or dividends, but if dividends on the Common Shares except as provided in the Indenture. If any Holder surrenders a Security for conversion after (in whole or in part) during the period from the close of business on the Regular Record Date any regular record date 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 interest payable on such Interest Payment Date will be paid to the registered Holder of then such Security on such Regular Record Date. In such event, such Security, when so surrendered for conversion, need not shall 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 Principal Amount of such Security then being converted. The number of shares issuable upon , and such interest installment shall be payable to such registered Holder notwithstanding the conversion of the Security, subject to the provisions of the Indenture relating to the payment of defaulted interest by the Company. Notwithstanding the preceding sentence, in the event that a Holder surrenders a Security or portion thereof (i) called for redemption, (ii) that the Company may be obligated to purchase in accordance with Section 3.9 of the Indenture upon a Change of Control or (iii) surrendered for conversion after the Company declares a dividend or distribution described in Section 10.7 of the Indenture, or a dividend or a distribution described in Section 10.8 of the Indenture where the fair market value of such dividend or distribution per Common Share exceeds 15% of the Sale Price of the Common Shares as of the Business Day prior to the date of declaration, and the Redemption Date, Change in Control Purchase Date or Ex-Dividend Date with respect to the distribution, as the case may be, occurs during the period from the close of business on a record date and ending on the opening of business on the first Business Day after the next interest payment date, or if this interest payment date is determined by dividing not a Business Day, the principal second Business Day after the interest payment date, such Holder shall not be required to pay an amount equal to the interest payable on the Principal Amount of the Security converted being converted. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay to such Holder any such funds paid by such Holder to the Applicable Conversion Price Company. Except as otherwise provided in effect on Section 10.2 of the Conversion Date. No fractional shares will be issued upon conversion but a cash Indenture or in this paragraph 8, no payment or adjustment will be made for any fractional interestaccrued interest or Liquidated Damages Amount, if any, on a converted Security. The outstanding principal amount Conversion Price will be adjusted for dividends or distributions on Common Shares payable in Common Shares or other Capital Stock; subdivisions, combinations or certain reclassifications of any Security shall be reduced by Common Shares; distributions to all holders of Common Shares of certain rights to purchase Common Shares for a period expiring within 60 days at less than the 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 Securityholders may participate in the transaction without conversion or in certain other cases. The Company from time to time may voluntarily decrease the Conversion Price. If the Company is a party to a consolidation, merger or binding share exchange or a transfer of all or substantially all of its assets, or upon certain distributions described in the Indenture, the right to convert a Security into shares Common Shares may be changed into a right to convert it into securities, cash or other assets of Capital Stockthe Company or another person.

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 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 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 (a)(i) Conversions at Option of Holder. Each share of Preferred Stock ------------------------------- shall be convertible into shares of Common Stock (subject to the limitations set forth in Section 5(a)(iii)), at the Conversion Ratio (as defined in Section 8), at the option of the Holder of any Security has the right, exercisable at any time prior and from time to 5:00 p.m.time from and after July 28, New York City time, on March 15, 2030, to convert the principal amount thereof 1999 (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 Initial Conversion Price" Date"); provided, that, (A) on and after ----------------------- -------- the "Applicable Initial 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 shall only be entitled to convert up to 25% of the number of shares of Preferred Stock issued to it on the Original Issue Date, (1B) complete on and sign after the first month anniversary of the Initial Conversion Date, a Holder shall only be entitled to convert up to 50% of the number of shares of Preferred Stock issued to it on the Original Issue Date, on a cumulative basis, (C) on and after the second month anniversary of the Initial Conversion Date, a Holder shall only be entitled to convert up to 75% of the number of shares of Preferred Stock issued to it on the Original Issue Date, on a cumulative basis and (D) on and after the third month anniversary of the Initial Conversion Date, a Holder shall be entitled to convert all of the shares of Preferred Stock originally issued to it on the Original Issue Date. Holders shall effect conversions by surrendering the certificate or certificates representing the shares of Preferred Stock to be converted to the Compnay, together with the form of conversion notice substantially in attached hereto as Exhibit A (a --------- "Conversion Notice"). Each Conversion Notice shall specify the form attached heretonumber of shares ----------------- of Preferred Stock to be converted and the date on which such conversion is to be effected, (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 which date may not 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 date the next Interest Payment Holder delivers such Conversion Notice by fascimile (the "Conversion Date, then, notwithstanding such conversion"). If no Conversion Date --------------- is specified in a Conversion Notice, the interest payable on such Interest Payment Conversion Date will shall be paid to the registered date that the Conversion Notice is deemed delivered hereunder. If the Holder is converting less than all shares of such Security on such Regular Record Date. In such eventPreferred Stock represented by the certificate or certificates tendered by the Holder with the Conversion Notice, such Security, when surrendered for conversion, need or if a conversion hereunder cannot be accompanied by payment of an amount equal effected in full for any reason, the Company shall promptly deliver to such Holder (in the interest payable on such Interest Payment Date on manner and within the portion so converted. The time set forth in Section 5(b)) a certificate representing 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 StockPreferred Stock as have not been converted.

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 Holder of any Security has the right, exercisable at any time beginning 60 days following ______ __, ____ and prior to 5:00 p.m., the close of business (New York City time, ) on March 15, 2030the date of the Security's maturity, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27__) into shares of Capital Common Stock at the an initial conversation conversion rate of 0.73 ____ shares of Capital Common Stock for each $27 in aggregate principal amount of Securities Security (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 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 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 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 next two succeeding sentences, a Holder of any a Security has the right, exercisable may convert this Security for Common Stock at any time after 90 days following the latest date of original 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 circumstancesmaturity. If a this 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 last Trading Day immediately preceding prior to the corresponding Redemption Date, unless . A Security in respect of which a Holder has delivered a notice of exercise of the option to require the Company defaults to purchase such Security or to redeem such Security in making the payment due upon redemptionevent of a Fundamental Change may be converted only if the notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Rate is 5.495 shares of Common Stock per $1,000 Principal Amount, subject to adjustment in certain events described in the Indenture. The Company will deliver Cash or a check in lieu of any fractional share of Common Stock. To convert a Security, this Security a Holder must (1) complete and manually sign the conversion notice on the back of this Security (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 this 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 A Holder may convert a portion of this Security 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 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 any fractional interestdividends on the Common Stock except as provided in the Indenture. The outstanding principal amount On conversion of any this 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 portion of this Security shall not be reduced by 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 any cash payment in lieu of fractional shares) in exchange for the portion of this Security being converted pursuant to the principal amount thereof converted into shares of Capital Stockterms hereof.

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 infoxxxxxon 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. 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 Holder Subject to the provisions of any Security has the rightIndenture, exercisable unless ---------- previously redeemed, the Notes are convertible (in denominations of (Euro)1.00 principal amount at maturity or integral multiples thereof), at the option of the holder thereof, into Capital Stock of the Company at any time after 365 days following the Issue Date and prior to 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 maturity date. The number 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 Company ("Conversion Shares") issuable upon conversion ratio and equivalent conversion price in effect at any time are known as of the "Applicable Conversion Price" and Notes is equal to the "Applicable Conversion Ratio," respectivelyprincipal amount of the Notes being converted (on the date of conversion) divided by (Euro)25.00, and are subject to adjustment under certain circumstancesas provided in the Indenture (the "Conversion Ratio"). Except as described below, no adjustment will be made on conversion of any Notes for interest accrued thereon or for dividends paid on outstanding Capital Stock of the Company. If Notes not called for redemption are converted (including pursuant to the mandatory conversion feature described below) after a Security record date for the payment of interest and prior to the next succeeding interest payment date, such Notes must be accompanied by funds equal to the interest payable on such succeeding interest payment date on the principal amount so converted. The Company is not required to issue fractional shares upon conversion of Notes (including pursuant to the mandatory conversion feature described below) and, in lieu thereof, will pay a cash adjustment based upon the Closing Price on the Neuer Markt of the Common Stock on the last Trading Day prior to the day 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 Trading Day immediately next preceding the corresponding Redemption Datedate fixed for redemption, unless the Company defaults in making payment of the payment due upon redemptionredemption price. 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 taxIn addition, if required. Upon conversionthe closing price on the Neuer Markt of the Common Stock during any period described below has exceeded the price for such period referred to below for at least 30 consecutive Trading Days ("Market Criteria," with the 30-day period being referred to as the "Market Criteria Period"), no adjustment or payment and the Conversion Shelf Registration Statement described in paragraph 2 hereof is effective and available, all of the Notes will be made for interest or dividendsautomatically converted into that number of Conversion Shares derived by application of the Conversion Ratio; provided, but however, that if any Holder surrenders a Security for conversion the Market Criteria is satisfied during the first year after the close Closing Date, the conversion will not occur until the one-year anniversary of business the Closing Date and will occur only if the closing price on the Regular Record Date for Neuer Markt of 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 Common Stock is at least (Euro)32.00 on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such eventdate: Closing ----------- 12 Months Beginning Price ------------------- ----------- August 15, such Security1999 (Euro)32.00 August 15, when surrendered for conversion2000 (Euro)38.46 August 15, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. 2001 (Euro)44.92 August 15, 2002 (Euro)51.37 August 15, 2003 (Euro)57.83 The number of shares issuable upon conversion of a Security is determined by dividing the principal amount denominator of the Security converted by the Applicable Conversion Price Ratio is subject to adjustment as provided 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 Section 10.5 of the principal amount thereof converted into shares of Capital StockIndenture.

Conversion. The Subject to and upon compliance with the provisions of this Indenture, a Holder of any Security has the righta Note may, exercisable at such Holder’s option, convert such Note at any time on or prior to 5:00 p.m.the Close of Business on the Business Day immediately preceding May , 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) 2019 into fully paid and non-assessable 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 at the Conversion Rate in effect at the time of the conversion. Subject to and upon compliance with the provisions of this Indenture, after receiving a notice of redemption specified in Section 3.07 of the Indenture, a Holder of a Note may, at such Holder’s option, convert such Note at any time are known as on or prior to 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 Close of business Business on the Business Day immediately preceding the corresponding Redemption Date, unless Date specified in such notice into fully paid and non-assessable shares of Junior Convertible Preferred Stock with a liquidation preference equal to the Company defaults in making the payment due upon redemptionprincipal amount of such Note. To convert a SecurityNote represented by a Global Note, a Holder Noteholder must convert by book-entry transfer to the Conversion Agent through the facilities of the DTC. To convert a Note that is represented by a Certificated Note, a Noteholder must (1) complete and manually sign a conversion notice substantially in the Conversion Notice, a form of which is attached hereto, and deliver such Conversion Notice to the Conversion Agent, (2) surrender the Security Note to a the Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent Agent, furnish appropriate endorsement and transfer documents, and (4) if required, pay any all transfer or similar taxtaxes. The Company will not issue a fractional share of Common Stock upon conversion of a Note but, if requiredinstead, will deliver Cash in lieu of a fractional share as described in the Indenture. Upon conversionconversion of Note, no adjustment a Holder will not receive, except as provided below or in the Indenture, any separate Cash payment will be made for interest or dividends, but if any Holder surrenders a Security representing accrued interest. Holders of Notes surrendered for conversion after during the close period from the Close of business 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 be paid to receive 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 semiannual interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion, and such Notes upon surrender must be accompanied by funds equal to the amount of such payment; provided that no such payment need be made (x) in connection with any conversion following the Regular Record Date immediately preceding the Maturity Date, (y) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the portion so convertedcorresponding Interest Payment Date or (z) to the extent of any Defaulted Interest, if any Defaulted Interest exists at the time of conversion with respect to such Note. The number Company shall not be required to convert any Notes that are surrendered for conversion without payment of shares issuable upon conversion of a Security is determined interest as required by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Datethis paragraph. 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, any fractional interestCommon Stock except as provided for in the Indenture. The outstanding principal amount Notes in respect of any Security shall be reduced which a Fundamental Change Purchase Notice has been given by the portion of Holder thereof may not be converted pursuant to the principal amount thereof converted into shares of Capital StockIndenture unless the Fundamental Change Purchase Notice has first been validly withdrawn in accordance with the Indenture.

Conversion. The Subject to the next two succeeding sentences, a Holder of any Security has a Note may convert it into shares of Common Stock of the right, exercisable Company at any time prior to 5:00 p.m.before the close of business on February 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 circumstances2009. 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 the Company defaults in making the payment due upon redemptionof the Redemption Price due. A Note in respect of which a Holder has delivered a Change of Control Repurchase 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 Indenture. The initial Conversion Price shall be $50.00 per share of Common Stock, subject to adjustment in certain events described in the Indenture. The Company shall pay a cash adjustment as provided in the Indenture in lieu of any fractional share of Common Stock. 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 duly signed and endorsed 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 taxtax or payment detailed below, if required. Upon Notes surrendered for conversion, no adjustment other than those called for Provisional Redemption or payment will be made for interest or dividendsOptional Redemption, but if any Holder surrenders a Security for conversion after the close of business on the any Regular Record Date for the payment of an installment of interest and but prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such succeeding 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 shall be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable to be received 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 DateNotes being surrendered for conversion. No fractional shares such payment will be issued upon conversion but a cash adjustment will be made required if the Notes have been called 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 StockProvisional Redemption or Optional Redemption.

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 CODES (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 Conversion Price in effect at the time of conversion, under certain circumstances set forth in the Indenture. A CODES in respect of which a Holder has delivered a Repurchase Notice exercising the option of such Holder to require the Company to repurchase such CODES may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial conversation rate Conversion Price is $33.09 per share of 0.73 Common Stock (a Conversion Rate of approximately 30.22 shares of Capital Common 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 CompanyCODES ). 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 circumstancesevents described in the Indenture. If A Holder that surrenders CODES for conversion will receive cash or a Security is called for redemption, check in lieu of any fractional share of Common Stock. The Company from time to time may voluntarily reduce 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 redemptionConversion Price. To convert surrender a SecurityCODES 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 CODES 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 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 CODES. Instead of any fractional share of Common Stock that would otherwise be issued upon conversion of such CODES, the Company shall pay a cash adjustment as provided in the Indenture. No payment or adjustment will be made for dividends on the shares of Common Stock, except 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) conveys, transfers or leases its properties and assets substantially as an entirety 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 CODES 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.

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 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 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 to, but excluding, the Conversion Date and (except as provided below) that portion of accrued cash interest attributable to the period from the last Interest Payment Date (or, if no Interest Payment Date has occurred, from the Issue Date) to, but excluding, the Conversion Date (or, if the Company has exercised the option provided for in 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 most recent Interest Payment Date following the date of such exercise to, but excluding, 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 to, but excluding, 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 Subject to the next four succeeding sentences, a Holder of this Note may convert it or 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 portion of the principal amount thereof (which is $1,000 or any portion 104 thereof that is an integral multiple of $27) 1,000 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 duly authorized, fully paid and nonassessable Common Stock of the Company). The conversion ratio and equivalent conversion price Company at the Conversion Price (as defined below) in effect at the time of conversion at any time are known as before the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectivelyclose of business on July 15, and are subject to adjustment under certain circumstances2008. If In case this Note or a Security portion thereof is called for redemption, the such conversion right will terminate in respect of this Note or the portion so called shall expire at the close of business on the Business Day immediately preceding the corresponding Redemption Date, except that in case a Note or portion thereof is called for redemption, and the Redemption Date occurs on an Interest Payment Date, such conversion right in respect of this Note or the portion so called, shall expire at the close of business on the Redemption Date, unless the Company defaults in making the payment due upon redemption. In the case of a Change of Control for which the Holder exercises its repurchase right with respect to this Note or a portion thereof, such conversion right in respect of this Note or portion thereof shall expire at the close of business on the Business Day immediately preceding the Change of Control Repurchase Date, unless the Company defaults in make the payment due upon repurchase. A Note in respect of which a Holder has delivered a Change of Control Repurchase 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 Indenture. The Conversion Price shall be initially equal to $36.531 per share of Common Stock, subject to adjustment in certain events described in the Indenture. The Company shall pay a cash adjustment as provided in the Indenture in lieu of any fractional share of Common Stock. 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 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 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 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 August 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 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 29.5623 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 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 A Common Stock such Holder would have received if the Company had not exercised such option. In any event, whether or not 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 A 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 A Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the terms hereof; 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 (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 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 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 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 Holder of any Security has Subject to earlier Redemption, Repurchase at the rightHolder's Option or Repurchase Upon Fundamental Change, exercisable the Securities may be surrendered for conversion into, at the Company's election, cash, ADSs or a combination thereof at any time prior to 5:00 p.m.(and including) the third (3rd) Business Day preceding the Maturity Date. A Security, New York City timeor portion of a Security, on March 15, 2030, which has been called for Redemption pursuant to convert the PARAGRAPH 6 may be surrendered in integral multiples of $1,000 principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock for conversion into, at the initial conversation rate of 0.73 shares of Capital Stock Company's election, cash, ADSs or a combination thereof; provided, however, that such Security or portion thereof may be surrendered for each $27 in aggregate principal amount of Securities (equivalent conversion pursuant 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 this paragraph only until the close of business on the third (3rd) 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 manually sign a conversion notice in substantially in the form attached heretoset forth in EXHIBIT A to the Indenture which Holders must complete, execute and deliver to the Conversion Agent, with a copy to the Company and JPMorgan Chase Bank, N.A., as the depositary under the Deposit Agreement, dated as of May 31, 2007, among the Company, JPMorgan Chase Bank, N.A., and the holders and beneficial owners from time to time of the ADSs issued thereunder, as supplemented by the letter agreement dated as of April 15, 2008 between the Company and JPMorgan Chase Bank, N.A., in connection with any conversion of Securities (the "CONVERSION NOTICE"), with appropriate signature guarantee, on the back of the Security, or a facsimile of the Conversion Notice, (2) deliver the Conversion Notice, which is irrevocable, and surrender the Security to a Conversion AgentAgent during normal business hours, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or Conversion Agent and Agent, (4) if required, furnish written acknowledgements, certifications and agreements in connection with the issuance of ADSs by the ADS Depositary upon deposit of the Ordinary Shares, (5) pay funds equal to interest payable on the next interest payment date if required in accordance with the Indenture and (6) pay any transfer tax or similar tax, duty if requiredrequired pursuant to the Indenture. A Holder may convert a portion of a Security if the portion is $1,000 principal amount or integral multiples of $1,000 principal amount. Upon conversion of a Security, the Holder thereof shall be entitled to receive, at the Company's election, the cash, ADSs or a combination thereof payable upon conversion in accordance with ARTICLE X of the Indenture. The initial Conversion Rate is 25.4534 ADSs per $1,000 principal amount of Securities (which is equivalent to an effective initial Conversion Price of approximately $39.29 per ADS) subject to adjustment in the event of certain circumstances as specified in the Indenture. The Company will deliver cash in lieu of any fractional share. On conversion, no payment or adjustment for any unpaid and accrued interest or payment additional interest on the Securities will be made for interest or dividends, but if any made. If a Holder surrenders a Security 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 Date, then, notwithstanding such conversion, the related interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such eventpayment date, such Security, when surrendered for conversion, need not must be accompanied by payment of an amount equal to the interest payable thereon which the registered Holder at the close of business on such Interest Payment Date record date is to receive (other than overdue interest, if any, that has accrued on such Security), unless such Security has been called for Redemption as described in the portion so convertedIndenture. The number of shares issuable upon conversion of a Conversion Rate applicable to each Security that is determined by dividing surrendered for conversion, in accordance with the principal amount Securities and ARTICLE X of the Indenture, at any time during the Make-Whole Conversion Period with respect to a Make-Whole Fundamental Change shall be increased to an amount equal to the Conversion Rate that would, but for SECTION 10.14 of the Indenture, otherwise apply to such Security converted pursuant to ARTICLE X of the Indenture, plus an amount equal to the Make-Whole Applicable Increase; provided, however, that such increase to the Conversion Rate shall not apply if such Make-Whole Fundamental Change is announced by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will Company but shall not 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 Stockconsummated.

Conversion. The Subject to the provisions of Article X 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 (e) 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, 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 $46.00 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 in a Principal Value Conversion, the Company has the option to deliver cash and/or Common Stock to the Holder of the Security surrendered for such conversion as provided in Section 10.02 of the Indenture. Upon conversion, no adjustment for interest, if any (including contingent interest, if any), or dividends will be made. No fractional shares will be issued upon conversion 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 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. The outstanding , if any) 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 in 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 as provided above and in accordance with the terms of the 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 the 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 1.2903 shares of Capital Common Stock for each $27 in aggregate principal amount of Securities Security (equivalent to a conversion price of $37 38.75 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 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 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 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 Subject to and in compliance with the provisions of the Indenture (including without limitation the conditions of conversion of this Security set forth in Article 11 thereof), the Holder of any 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 (hereof or any portion 104 thereof that of such principal which is an integral $1,000 or a multiple thereof, into, subject to Section 11.01 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 (the “Initial Conversion Rate”) is 51.5318 shares of Capital Common Stock per $1,000 principal amount of Securities, subject to adjustment in certain events described in the Indenture. Upon conversion, the Company shall deliver, for each $27 in aggregate 1,000 principal amount of Securities (equivalent to a conversion price being converted, cash and shares 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 taxCommon Stock, if required. Upon conversionany, 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 Settlement Amount in accordance with 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 DateIndenture. No fractional shares will be issued upon any conversion, but an adjustment and payment in cash will be made, as provided in the Indenture, in respect of any fraction of a share which would otherwise be issuable upon the surrender of any Securities for conversion. Securities in respect of which a Holder is exercising its right to require repurchase on a Fundamental Change Repurchase Date or Repurchase Date may be converted only if such Holder withdraws its election to exercise such right in accordance with the terms of the Indenture. In the event of a deposit or withdrawal of an interest in this Security, including an exchange, transfer, repurchase or conversion but of this Security in part only, the Trustee, as custodian of the Depositary, shall make an adjustment on its records to reflect such deposit or withdrawal in accordance with the rules and procedures of the Depositary. If an Event of Default shall occur and be continuing, the principal amount plus Interest through such date on all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and any Subsidiary Guarantors and the rights of the Holders of the Securities under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a cash adjustment majority in aggregate principal amount of the Outstanding Securities. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Outstanding Securities, on behalf of the Holders of all the Securities, to waive compliance by the Company and any Subsidiary Guarantors with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of any provision of or applicable to this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities, the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity satisfactory to it, the Trustee shall not have received from the Holders of a majority in principal amount of Outstanding Securities a direction inconsistent with such request, and the Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of the principal amount, Redemption Price, Fundamental Change Repurchase Price hereof on or after the respective due dates expressed herein or to convert the Securities in accordance with Article 11. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal amount, Redemption Price, Fundamental Change Repurchase Price or Repurchase Price of, and Interest on, this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities are issuable only in registered form in denominations of $1,000 and any multiple of $1,000 above that amount, as provided in the Indenture and subject to certain limitations therein set forth. Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any fractional interestsuch registration of transfer or exchange, but the Company and the Security Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The outstanding principal amount Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and the Security Registrar and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. This Security shall be reduced governed by and construed in accordance with the portion laws of the principal amount thereof converted into shares State of Capital StockNew York. All terms used in this Security that are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Conversion. The A Holder of a Note may convert the principal amount of such Note (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 August 1, New York City time2010; provided, on March 15however, 2030, to convert that if the principal amount thereof (Note is submitted 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 presented for each $27 in aggregate principal amount of Securities (equivalent purchase pursuant to a conversion price Change 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 redemptionControl Notice, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, Change of Control Payment Date for such Note or such earlier date as the Holder presents such Note for purchase (unless the Company defaults Holder withdraws its election pursuant to the Indenture). The initial Conversion Price is $15.525 per share, subject to adjustment under certain circumstances as provided in making the payment due Indenture. The number of shares of Common Stock issuable upon redemptionconversion of a Note is determined by dividing the principal amount of the Note or portion thereof converted by the Conversion Price in effect on the Conversion Date. To convert a SecurityNote, 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 Note to the Conversion Agent, (c) furnish appropriate endorsements or and transfer documents if required by the Security a Registrar or the 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 any integral multiple thereof. A Note in respect of which a Holder had delivered a Change of Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Note may be made for interest or dividends, but converted only if any Holder surrenders a Security for conversion the Change of Control Purchase Notice is withdrawn in accordance with the terms of the Indenture. As soon as practicable after the close Conversion Date, the Company shall satisfy all of business on the Regular Record Date for the payment of an installment of interest and prior its Conversion Obligations by delivering to the opening Holder, at the Company's option, either shares of business on Common Stock, cash, or a combination of cash and shares of Common Stock. If the next Interest Payment DateCompany elects to satisfy the entire Conversion Obligation by Share Settlement, then, notwithstanding such conversion, then the interest payable on such Interest Payment Date Company will be paid deliver to the registered Holder shares 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 Common Stock equal to the interest payable on such Interest Payment Date on quotient of (A) the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the aggregate principal amount of the Security Notes to be converted by the Applicable Holder divided by (B) the Conversion Price in effect on the Conversion Date. No fractional If the Company elects to satisfy the entire Conversion Obligation by Cash Settlement, then the Company will deliver to the Holder cash in an amount equal to the product of (A) a number equal to the aggregate principal amount of Notes to be converted by such Holder divided by the Conversion Price in effect on the Conversion Date, and (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the Cash Settlement Averaging Period. If the Company elects to satisfy the Conversion Obligation in a Combined Settlement, then the Company will deliver to the Holder a Partial Cash Amount plus a number of shares will be issued upon of Common Stock equal to the quotient of (A) the amount of the Cash Settlement minus such Partial Cash Amount divided by (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the applicable Cash Settlement Averaging Period. Upon receipt of the conversion but notice from a cash adjustment Holder by the Company (1) if the Company elects to satisfy the Conversion Obligation by Share Settlement, then settlement in Common Stock will be made for on or prior to the fifth (5th) Trading Day following the receipt of such conversion notice; or (2) if the Company elects to satisfy the Conversion Obligation by Cash Settlement or Combined Settlement, then the Company will notify the Holder, through the Trustee, of the dollar amount to be satisfied in cash at any fractional interesttime during the Settlement Notice Period. Share Settlement will apply automatically if the Company does not notify the Holder that the Company has chosen another settlement method. If the Company timely elects Cash Settlement or Combined Settlement, then the Holder may retract the conversion notice at any time during the Conversion Retraction Period by notice to the Trustee. The outstanding principal amount of any Security shall Holder cannot retract the conversion notice (and the conversion notice therefore will be reduced by irrevocable) if the portion of Company elects Share Settlement. If the principal amount thereof converted into shares of Capital StockHolder has not retracted the conversion notice during the Conversion Retraction Period, then Cash Settlement or Combined Settlement will occur on the first Trading Day following the Cash Settlement Averaging Period.

Conversion. The Subject to and in compliance with the provisions of the Indenture (including without limitation the conditions of conversion of this Security set forth in Article 11 thereof), the Holder of any 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 (hereof or any portion 104 thereof that of such principal which is an integral $1,000 or a multiple thereof, into, subject to Section 11.01 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 (the “Initial Conversion Rate”) is 51.5318 shares of Capital Common Stock per $1,000 principal amount of Securities, subject to adjustment in certain events described in the Indenture. Upon conversion, the Company shall deliver, for each $27 in aggregate 1,000 principal amount of Securities (equivalent to a conversion price being converted, cash and shares 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 taxCommon Stock, if required. Upon conversionany, 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 Settlement Amount in accordance with 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 DateIndenture. No fractional shares will be issued upon any conversion, but an adjustment and payment in cash will be made, as provided in the Indenture, in respect of any fraction of a share which would otherwise be issuable upon the surrender of any Securities for conversion. Securities in respect of which a Holder is exercising its right to require repurchase on a Fundamental Change Repurchase Date or Repurchase Date may be converted only if such Holder withdraws its election to exercise such right in accordance with the terms of the Indenture. In the event of a deposit or withdrawal of an interest in this Security, including an exchange, transfer, repurchase or conversion but of this Security in part only, the Trustee, as custodian of the Depositary, shall make an adjustment on its records to reflect such deposit or withdrawal in accordance with the rules and procedures of the Depositary. If an Event of Default shall occur and be continuing, the principal amount plus Interest through such date on all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and any Subsidiary Guarantors and the rights of the Holders of the Securities under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a cash adjustment majority in aggregate principal amount of the Outstanding Securities. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Outstanding Securities, on behalf of the Holders of all the Securities, to waive compliance by the Company and any Subsidiary Guarantors with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of any provision of or applicable to this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities, the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity satisfactory to it, the Trustee shall not have received from the Holders of a majority in principal amount of Outstanding Securities a direction inconsistent with such request, and the Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of the principal amount, Redemption Price, Fundamental Change Repurchase Price or Repurchase Price hereof on or after the respective due dates expressed herein or to convert the Securities in accordance with Article 11. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal amount, Redemption Price, Fundamental Change Repurchase Price or Repurchase Price of, and Interest on, this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities are issuable only in registered form in denominations of $1,000 and any multiple of $1,000 above that amount, as provided in the Indenture and subject to certain limitations therein set forth. Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any fractional interestsuch registration of transfer or exchange, but the Company and the Security Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The outstanding principal amount Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and the Security Registrar and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. This Security shall be reduced governed by and construed in accordance with the portion laws of the principal amount thereof converted into shares State of Capital StockNew York. All terms used in this Security that are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Conversion. The Holder of any Security has the right, exercisable at At any time after 90 days following the latest date of original issuance of the Notes and prior to 5:00 p.m., New York City time, the close of business on the business day immediately preceding March 15, 20302009, to a Holder of 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 $30.27 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 as Exhibit G to the form attached hereto, (2) surrender Indenture and deliver such notice to 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 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 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 at maturity 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 Price in effect at the time of conversion. The Company will notify Holders of any time are known 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 Purchase Notice or Change of Control Purchase 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 Purchase Notice or Change of Control Purchase 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 13.0259 shares of Common Stock per $1,000 principal amount at maturity, 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 Contingent Cash Interest or Liquidated Damages. Upon conversion, no payment shall be made by the Company with respect to Accrued Original Issue Discount and accrued and unpaid Contingent Cash Interest or Liquidated Damages, if any. Instead, such amount shall be deemed paid by the shares of Common Stock delivered upon conversion of any Security. In addition, no payment or adjustment shall be made in respect of dividends on the Common Stock, except as set forth in the Indenture. To surrender a Security 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 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 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 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 ax xxxxxxxxd 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. 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 9, 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 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 Day immediately preceding the corresponding Redemption Date, unless . 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 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 6.245 shares of Common Stock per $1,000 Principal Amount, subject to adjustment in certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. To convert a Security, Security a Holder must (1i) 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 Conversion Agent, (3ii) furnish appropriate endorsements or and transfer documents if required by the Security Registrar Conversion Agent, the Company or Conversion Agent the Trustee and (4iii) 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 the Holder surrenders a converts more than one Security for conversion after at 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 conversionsame time, 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 of Common Stock issuable upon the conversion shall be based on the total Principal Amount of the Securities converted. A Holder may convert a portion of a Security if the Principal Amount of such portion is 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 attributable to the period from the Issue Date to the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed paid in full to the Holder thereof through the delivery of the Common Stock in exchange for the Security being converted pursuant to the terms hereof; and the fair market value of such Common Stock (together with any cash payment in lieu of fractional interestshares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. The 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 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 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 and you shall tender the Note, on the Conversion Date unless another date for conversion is agreed to by the 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 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 1/100th 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 $12.19. The Conversion Rate shall, as of the date of the Indenture, initially be 82.0345. 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). Delivery of the Principal Return, Net Shares and cash in lieu of fractional shares shall be deemed to satisfy the Company’s obligations with respect to a converted Security. Except as provided in Section 10.02(c) and Section 10.14(c) of the Indenture, any accrued interest (including Liquidated Damages, if any) payable on a converted Security will be deemed paid in full, rather than cancelled, extinguished or forfeited. To convert a Security, a Holder must (1a) complete and 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 tax, if requiredrequired and (e) if the Security is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary’s book-entry conversion programs. 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 and including such record date and 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 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 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 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 Holder of any Security has Subject to earlier Redemption, Purchase at Holder's Option or Repurchase Upon Fundamental Change, the rightSecurities shall be convertible into cash and, exercisable at any time prior to 5:00 p.m.if applicable, 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 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 such times and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectivelyupon compliance with such conditions set forth in, and are subject to adjustment under certain circumstances. If a Security is called for redemptionin accordance with, 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 redemptionIndenture. To convert a Security, a Holder must (1) complete and sign a the conversion notice substantially in ("Conversion Notice"), with appropriate signature guarantee, on the form attached heretoback of the Security, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or Conversion Agent and Agent, (4) pay any transfer or similar taxthe amount of interest, if requiredany, the Holder must pay in accordance with the Indenture and (5) pay any tax or duty if required pursuant to the Indenture. Upon conversionSubject to the restrictions set forth in Section 2.02 of the Indenture, no a Holder may convert a portion of a Security if the portion is $1,000 principal amount or an integral multiple of $1,000 principal amount. Once given, a Conversion Notice may not be rescinded. The initial Conversion Rate shall be 58.7648 shares of Common Stock per $1,000 principal amount of Securities (which results in an effective initial Conversion Price of approximately $17.02 per share), subject to adjustment or payment will be made for interest or dividends, but if in the event of certain circumstances as specified in the Indenture. The Company shall deliver a check in lieu of any fractional share. If a Holder surrenders a Security 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 Date, then, notwithstanding such conversion, the related interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such eventpayment date, such Security, when surrendered for conversion, need not must be accompanied by payment of an amount equal to the interest payable thereon which the registered Holder at the close of business on such Interest Payment Date record date is to receive (other than overdue interest, if any, that has accrued on such Security), unless such Security has been called for Redemption as described in the portion so convertedIndenture. The number Conversion Rate applicable to each Security that is surrendered for conversion, in accordance with the Securities and Article X of the Indenture, at any time on or before the 30th day after the date the Company announces a Make-Whole Fundamental Change has occurred, shall be increased to an amount equal to the Conversion Rate that would, but for Section 10.14 of the Indenture, otherwise apply to such Security pursuant to Article X of the Indenture, plus an amount equal to the Make-Whole Conversion Rate Adjustment; provided, however, that such increase to the Conversion Rate shall not apply if such Make-Whole Fundamental Change constitutes a Public Acquirer Fundamental Change with respect to which the Company shall have duly made, and given full effect to, an election, pursuant to and in accordance with Section 10.14(F) of the Indenture, to make an Acquirer Stock Conversion Right Adjustment. Any shares issuable of Common Stock that are issued upon conversion of a Security is determined by dividing shall bear the principal amount Private Placement Legend until after the second anniversary of the later of the Issue Date and the last date on which the Company or any Affiliate was the owner of such shares or the Security (or any predecessor security) from which such shares were converted (or such shorter period of time as permitted by Rule 144(k) under the Securities Act or any successor provision thereunder) (or such longer period of time as may be required under the Securities Act or applicable state securities laws, as set forth in an Opinion of Counsel, unless otherwise agreed by the Applicable Conversion Price in effect on Company and 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 StockHolder thereof).

Conversion. The A Holder of any may convert his or her Security has the right, exercisable into cash and ADRs at any time prior to 5:00 p.m., New York City time, the close of business on March May 15, 20302008, to convert or (x) 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 by the Company, the conversion right will terminate Holder may convert it at any time before the close of business on the Business Day immediately preceding date that is five business days before the corresponding Redemption Datedate fixed for such redemption, unless or (y) if the Security is to be repurchased by the Company defaults pursuant to PARAGRAPH 8 hereof, the Holder may convert it at any time before the Company receives the Option of Holder To Elect Purchase Notice. For each $1,000 principal amount of Securities, (i) the amount of cash so payable upon conversion (the “Cash Conversion Consideration”) shall be $405.74 and (ii) the number of ADRs issuable upon conversion (the “conversion rate”) as of the effective date of the Supplemental Indenture shall equal the product of (x) 0.42355 and (y) the quotient (the “initial conversion rate”) obtained by dividing $1,000 by the initial conversion price of $ 04 per share. The Cash Conversion Consideration is payable without interest, the number of ADRs issuable upon conversion shall be rounded to the nearest 1/100th of an ADR, and the Company will deliver Cash in making lieu of any fractional ADR. The Cash Conversion Consideration and the conversion rate take into account any adjustments (i) pursuant to the Merger and (ii) occurring prior to the date hereof. On conversion no payment or adjustment for any unpaid and accrued interest, or liquidated damages with respect to, the Securities will be made. If a Holder surrenders a Security for conversion between the record date for the payment due upon redemptionof interest and the next interest payment date, such Security, when surrendered for conversion, must be accompanied by payment of an amount equal to the interest thereon which the registered Holder on such record date is to receive. To convert a Security, Security a Holder must (1) complete and sign a conversion notice substantially in the form attached heretoConversion Notice, with appropriate signature guarantee, on the back of the Security, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or Conversion Agent Agent, (4) pay the amount of interest, if any, the Holder may be paid as provided in the last sentence of the above paragraph and (45) pay any transfer or similar tax, 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 portion of 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 if the portion so convertedis $1,000 principal amount or a whole multiple of $1,000 principal amount. The number of shares issuable Any ADRs issued upon conversion of a Security is determined by dividing shall bear the principal amount Private Placement Legend until after the second anniversary of the later of the issue date for the Securities and the last date on which the Company or any Affiliate of the Company was the owner of such ADRs or the Security (or any predecessor security) from which such ADRs were converted (or such shorter period of time as permitted by Rule 144(k) under the Securities Act or any successor provision thereunder) (or such longer period of time as may be required under the Securities Act or applicable state securities laws in the Opinion of Counsel for the Company, unless otherwise agreed by the Applicable Conversion Price in effect on Company and 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 StockHolder thereof).

Conversion. Holders may surrender Securities for conversion into Common Shares on a Conversion Date if, as of such Conversion Date, the Sale Price (as defined in the 83 Indenture) of the Common Shares 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 accreted conversion price of a Security with a $1,000 Principal Amount at Maturity on such Conversion Date. 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 Conversion Rate. In addition, a Holder may 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 Common Share, as determined in the Indenture, exceeds 15% of the Sale Price of the Common Shares 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. 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 Common Shares 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 10.3014 Common Shares 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 Common Share. In certain circumstances described in the Indenture, a Holder which surrenders Securities for conversion may receive Common Shares and cash in lieu of fractional shares from an Exchange Party and not from the Company and the Securities may remain outstanding. 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 Common Shares 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 Common Shares (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the terms hereof; and the fair market value of such shares of Common Shares (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 Common Shares (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 Shares payable in Common Shares or other Capital Stock; subdivisions, combinations or certain reclassifications of any Security shall be reduced by Common Shares; distributions to all holders of Common Shares of certain rights to purchase Common Shares for a period expiring within 60 days at less than the 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 Securityholders 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 Common Shares may be changed into a right to convert it into securities, cash or other assets of Capital Stockthe Company or another person.

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 equal to $1,000 Principal Amount at Issuance or any multiple 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 (or at such other rate provided in the "Applicable Conversion Price" and Indenture with respect to conversion upon satisfaction of Security Price conditions); provided, however, that if 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 (if the Holder has not previously elected to convert the Security) at the close of business on the second Business Day immediately preceding the 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 purchase (unless the Company shall default in paying the Redemption Price, 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 Business 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. A Security in respect of which a Holder has delivered an Optional Repurchase Notice or a Fundamental Change Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice is withdrawn in accordance with the terms of the Indenture. The initial Conversion Rate is 44.7015 shares of Common Stock per $1,000 Principal Amount at Issuance (with no effect given to any accretion of such amount from and after January 15, 2011), subject to adjustment under certain circumstances. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the Sale Price of the Common Stock on the Trading Day immediately preceding prior to the corresponding Redemption Conversion Date, unless the Company defaults in making the payment due upon redemption. 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 adjustment or payment will be made for interest or dividends, but if The Conversion Agent may assume without independent verification that any Holder surrenders that delivers a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior notice is entitled 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 convert this 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 Upon satisfaction of any Security has the rightconditions set forth in Section 4.1 of the Indenture, exercisable at any time on or prior to 5:00 p.m., New York City timetime on the Business Day immediately preceding May 1, on March 152022, 2030a Holder of a Note may convert such Note into cash and, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into if applicable, 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 in effect at any time are known as accordance with the "Applicable Conversion Price" and provisions of Section 4.15 of the "Applicable Conversion Ratio," respectivelyIndenture; PROVIDED, and are subject to adjustment under certain circumstances. If a Security HOWEVER, that if such Note is called for redemption, the conversion right will terminate at the close of business 5:00 p.m., New York City time on the day that is two Business Day immediately preceding Days 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 5:00 p.m., New York City time on the date such default is cured and such Note is redeemed). The initial conversion price is $32.26 per share, subject to adjustment under certain circumstances as described in the Indenture (the "Conversion Price"). Upon conversion, no adjustment for interest 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 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 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 Note must 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 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 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 Note equal to $1,000 or any integral multiple thereof. A Note in respect of which a Holder has delivered a Purchase Notice or a Repurchase Notice exercising the principal amount thereof option of such Holder to require the Company to repurchase such Note as provided in Section 3.9(b) or Section 3.10, 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 Holder holder of any Security Note has the right, exercisable at any time following the Issuance Date and 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 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 $37 115.47 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, 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 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 adjustment or payment will be made for accrued and unpaid interest or dividendson a converted Note, but if any Holder holder 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 will interest payment date shall be paid to the registered Holder holder of such Security Note on such Regular Record Daterecord date. In such eventAny Notes that are, such Securityhowever, when surrendered delivered to the Company for conversionconversion after any record date but before the next interest payment date must, need not except as described in the next sentence, be accompanied by a payment of an amount equal to the interest payable on such Interest Payment Date interest payment date on the portion so principal amount of such Notes being converted. Payments to the Company described in the preceding sentence shall not be required if, during that period between a record date and the next interest payment date, a conversion occurs on or after the date that the Company has issued a redemption notice and prior to the date of redemption stated in such notice. If any Notes are converted after an interest payment date but on or before the next record date, no interest will be paid on those Notes. The number of shares issuable upon conversion of a 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 Holder to Elect Purchase" form appearing below exercising the option of such holder to require the Company to purchase such Note may be reduced by converted only if the portion notice of exercise is withdrawn as provided above and in accordance with the terms of the principal amount 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 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 circumstances2019. 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 6.734 shares of Common Stock per $1,000 Principal Amount at Maturity, subject to adjustment in certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. In the event the Company exercises its option pursuant to Section 10.01 of the Indenture to have interest in lieu of Original Issue Discount accrue on the Security following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares of Common Stock such Holder would have received if the Company had not exercised such option. If the Company exercises such option, Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business of such Interest Payment Date (except Securities to be redeemed on a date within such period) must be accompanied by payment 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 is determined by dividing if the principal amount Principal Amount at Maturity of the Security converted by the Applicable Conversion Price such portion in effect on the Conversion Date$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, it the Company has exercised the option referred to in paragraph 10 hereof, the later of (x) the date of such exercise and (y) the date on which interest was last paid) through the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the terms hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount (or interest, if the Company has exercised its option provided for in paragraph 10 hereof) accrued through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. The 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 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 January 16, New York City time2021; 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 21.729 shares of Common Stock per $1,000 Principal Amount at Maturity, subject to adjustment in certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. In the event the Company exercises its option pursuant to Section 1601 of the Indenture to have interest in lieu of Original Issue Discount accrue on the Debenture following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares of Common Stock such Holder would have received if the Company had not exercised such option. If the Company exercises such option, Debentures surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business of such Interest Payment Date (except Debentures to be redeemed on a date within such period) must be accompanied by payment 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. The Holder of any Security 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 Securities, 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 $2750) into fully paid and nonassessable shares of Capital Common Stock of the Company at the an initial conversation conversion rate of 0.73 [ ] shares of Capital Common Stock for each $27 50 in aggregate principal amount of Securities (equivalent equal to a conversion price of $37 [ ] 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 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. To convert a Security, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Security to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion of such Security shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Securities being converted, which shall be deemed to be paid in full. If any Security called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Security shall (subject to any right of the Holder of such Security or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company 110 Request or, if then held by the Company, shall be discharged from such trust.

Conversion. The A Holder of a Note may convert the principal amount of such Note (or any Security has the right, exercisable portion thereof equal to $ 1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to 5:00 p.m.the close of business on the last Business Day prior to the Final Maturity Date, 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 Applicable Conversion Rate in effect at any time are known as on the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectivelyDate; PROVIDED, and are subject to adjustment under certain circumstances. If a Security HOWEVER, that, if such Note is called for redemptionredemption or submitted or presented for purchase pursuant to Article 3 of the Indenture, the such conversion right will shall terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date or Fundamental Change Repurchase Date, as the case may be, for such Note or such earlier date as the Holder presents such Note for redemption or for purchase (unless the Company defaults shall default in making the redemption payment due or Fundamental Change Repurchase Price payment when due, as the case may be, 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 or purchased, as the case may be). The Initial Conversion Rate means _______ shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment under certain circumstances as provided in the Indenture. Upon surrender of Notes for conversion, the Company will have the right to deliver, in lieu of shares of Common Stock, cash or a combination of cash and shares of Common Stock in the amounts provided in Section 4.2 of the Indenture. No fractional shares will be issued upon redemptionconversion; in lieu thereof, an amount will be paid in cash based upon the Closing Sale Price of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a SecurityNote, 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 Note to a Conversion Agent, (c) furnish appropriate endorsements or and transfer documents if required by the Security a Registrar or a Conversion Agent Agent, and (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 Notes so surrendered for conversion after (in whole or in part) during the period from the close of business on the Regular Record Date for the payment of an installment of interest and prior any regular record date to the opening of business on the next Interest Payment succeeding interest payment date (excluding Notes or portions thereof called for redemption or subject to purchase upon a Fundamental Change on a Redemption Date or Fundamental Change Repurchase Date, thenas the case may be, notwithstanding 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 conversioninterest payment date is not a Business Day, the interest payable on second 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 Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of such Note then being converted, and such interest shall be payable to such registered Holder notwithstanding the Security converted conversion of such Note, subject to the provisions of the Indenture relating to the payment of defaulted interest by the Applicable Conversion Price Company. If the Company defaults in effect the payment of interest payable on such interest payment date, the Conversion DateCompany shall promptly repay such funds to such Holder. No fractional shares will A Note in respect of which a Holder had delivered a Fundamental Change repurchase notice exercising the option of such Holder to require the Company to purchase such Note may 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 converted only if the portion Fundamental Change repurchase notice is withdrawn in accordance with the terms of the principal amount thereof converted into shares of Capital StockIndenture.

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 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 dividends, 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 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 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.