Common use of Exercise of Conversion Privilege Clause in Contracts

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.02, accompanied by written notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. 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 close of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) 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 Securities being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company, the interest payment with respect to a Security called for redemption on a Redemption Date 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 shall be payable on such Interest Payment Date to the Holder of such Security at the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversion. Except as provided in the preceding sentence and subject to the final paragraph of Section 3.07, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.03.

Exercise of Conversion Privilege. In order to exercise the a conversion privilege, the Holder of any a Security to be converted of a series with such a privilege shall surrender such Security, duly endorsed or assigned Security to the Company or in blank, at any the office or agency of the Company maintained for that purpose pursuant to Section 10.021002, accompanied by written a duly executed conversion notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency 206 stating that the Holder elects to convert such Security oror a specified portion thereof. Such notice shall also state, if less than different from the entire principal amount thereof is to be convertedname and address of such Holder, the portion thereof to name or names (with address) in which the certificate or certificates for shares of Common Stock which shall be convertedissuable on such conversion shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and 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 preceding any succeeding Interest Payment Date to (excluding Securities or portions thereof called for redemption 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 (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) 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 Securities such Security then being surrendered for conversion. Subject converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 3.07 307 relating to the payment of Defaulted Interest by the Company. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officers' Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable regulations as the Company may prescribe, the interest payment Company shall issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), in accordance with the provisions of such Board Resolution, Officers' Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to a Security called for redemption on a Redemption Date during the period from have been effected immediately prior to the close of business on any Regular Record Date next preceding any Interest Payment Date the date on which such notice and such payment, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the opening of business conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such Interest Payment Date date, in which case such conversion shall be payable on such Interest Payment Date deemed to the Holder of such Security at be effected immediately prior to the close of business on such Regular Record Date notwithstanding date) and at such time the conversion rights of the Holder of such Security after as such Regular Record Date and prior to such Interest Payment Date, Security Holder shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock of the Company shall be issuable upon such conversion shall be deemed to have become the Holder converting such Security need not include a payment or Holders of such interest payment amount upon surrender record of such Security for conversionthe shares represented thereby. Except as provided in the preceding sentence set forth above and subject to the final paragraph of Section 3.07307, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities (or any part thereof) surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversion. Securities shall be deemed to have been In the case of any Security which is converted immediately prior to the close of business on the day of surrender of in part only, upon such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unconverted portion of such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.03Security.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.02purpose, accompanied by written notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. 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 close opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) 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 Securities being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company, the interest payment with respect to a Security called for redemption on a Redemption Date 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 shall be payable on such Interest Payment Date to the Holder of such Security at the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversion. Except as provided in the preceding sentence and subject to the final paragraph of Section 3.07, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.0315.03. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned Security to the Company or in blank, Conversion Agent at any time during usual business hours at its office or agency of the Company maintained for that the purpose pursuant to Section 10.02as provided in this Indenture, accompanied by a fully executed written notice to the Company (which shall be notice, in substantially in the form set forth in Section 2.03) at such office on the reverse of or agency attached to the Security, that the Holder elects to convert such Security oror a stated portion thereof constituting a multiple of $1,000 in principal amount, and, if less than the entire principal amount thereof such Security is to be converted, the portion thereof to be converted. Securities surrendered for conversion during the period from between the close of business on any Regular Record Date next preceding any record date for such Security and the opening of business on the related Interest Payment Date to the close of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have and has not been called for redemption on a Redemption Date within such period) be , accompanied also by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the portion of the principal amount of Securities the Security being surrendered for conversion, notwithstanding such conversion. Subject The Holder of any Security at the close of business of a record date for such Security shall be entitled to receive the provisions of Section 3.07 relating to interest payable on such Security on the payment of Defaulted corresponding Interest by Payment Date notwithstanding the Company, the conversion thereof after such record date. The interest payment with respect to a Security called for redemption on a Redemption Date date during the period from the close of business on or after any Regular Record Date next preceding any Interest Payment Date record date for such Security to the opening close of business on such the Business Day following the corresponding Interest Payment Date shall be payable on such the corresponding Interest Payment Date to the Holder of such Security at the close of business on such Regular Record Date of that record date (notwithstanding the conversion of such Security after such Regular Record Date and prior to such before the corresponding Interest Payment Date), and the a Holder converting such Security who elects to convert need not include a payment of such interest payment amount upon surrender of such Security for conversion. Except as provided in the preceding sentence and subject funds equal to the final paragraph interest paid. Such notice shall also state the name or names (and address) in which the certificate or certificates for shares of Section 3.07, no payment or adjustment Common Stock shall be made upon any conversion on account issued (or to whom payment in cash in lieu of any interest accrued on the Common Stock shall be made). Securities surrendered for conversion shall (if so required by the Company or on account the Conversion Agent) be duly endorsed by, or be accompanied by a written instrument or instruments of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior transfer in form satisfactory to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, Company and the Person Conversion Agent duly executed by, the Holder or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such timehis attorney duly authorized in writing. As promptly as practicable on or after the conversion datereceipt of such notice and the surrender of such Security as aforesaid, the Company shall shall, subject to the provisions of Section 1707, issue and shall deliver at such office or agency to such Holder, or on his written order, a certificate or certificates for the number of full shares of Common Stock issuable upon conversionon conversion of such Security in accordance with the provisions of such Security and cash, together with payment as provided in lieu Section 1703, in respect of any fraction of a shareshare of Common Stock otherwise issuable upon such conversion or, if so provided in a Board Resolution, Officer's Certificate or executed supplemental indenture referred to in Sections 201 and 301 by or pursuant to which the form and terms of the Securities of such series were established, cash in lieu of shares of Common Stock. Such conversion shall be at the Conversion Price in effect, and shall be deemed to have been effected, immediately prior to the close of business on the date (herein called the "Date of Conversion") on which such notice in proper form shall have been received by the Conversion Agent and such Security shall have been surrendered as aforesaid, and the Person or Persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable, if any, upon such conversion shall be deemed to have become on the Date of Conversion the holder or holders of record of the shares represented thereby; provided, however, that any such surrender on any date when the stock transfer books of the Company shall be closed shall constitute the Person or Persons in whose name or names the certificate or certificates for such shares are to be issued, if any, as the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open but such conversion shall nevertheless be at the Conversion Price in effect at the close of business on the date when such Security shall have been so surrendered with the conversion notice in proper form. In the case of conversion of a portion, but less than all, of a Security, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a Security or Securities in the aggregate principal amount of the unconverted portion of the Security surrendered. Except as otherwise expressly provided in Section 14.03this Indenture, no payment or adjustment shall be made for interest accrued on any Security (or portion thereof) converted or for dividends or distributions on any Common Stock issued upon conversion of any Security. The right, if any, of a Holder of any Security to cause the Company to redeem, purchase or repay such Security shall terminate upon receipt by the Company of any notice of conversion of such Security.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of maintained by the Company maintained for that purpose pursuant to Section 10.021002, accompanied by written notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be convertedconverted and shall comply with any additional requirements set forth in such Security. 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 close of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) 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 Securities being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company, the interest payment with respect to a Security called for redemption on a Redemption Date 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 shall (except for Securities the Maturity of which is prior to such Interest Payment Date) 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 on such Interest Payment Date to on the Holder principal amount of Securities being surrendered for conversion and such Security at the close of business interest shall be paid on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversionDate as provided in Section 307. Except as provided in the preceding sentence and subject to the final paragraph of Section 3.07sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. The Company's delivery to the Holder of the fixed number of shares of the Common Stock of the Company (and any cash in lieu of any fractional share of Common Stock) into which the Security is convertible shall be deemed to satisfy the Company's obligation to pay the principal amount of the Security and all accrued interest and original issue discount that has not previously been paid. The shares of Common Stock of the Company so delivered shall be treated as issued first in payment of accrued interest and original issue discount and then in payment of principal. Thus, accrued interest and original issue discount shall be treated as paid, rather than canceled, extinguished or forfeited. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.031703. In the case of any Security which is converted in part only, as promptly as practicable on or after the conversion date the Company shall execute and the Trustee shall authenticate and make available for delivery to the Holder thereof (or the Depositary in the case of a Global Security), at the expense of the Company, a new Security or Securities, of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company Issuers or in blank, at any office or agency of the Company Issuers maintained for that purpose pursuant to Section 10.0210.2, accompanied by written notice to the Company (which shall be substantially in the form set forth in Section 2.03) Issuers at such office or agency that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be convertedconverted (in the case of Bearer Securities, any Bearer Security surrendered for conversion pursuant to this Article must be accompanied by all Coupons maturing subsequent to the date of surrender of such Bearer Security for conversion or the amount of any such missing Coupons will be deducted from the amount due on such Security used to determine the amount of Equity Interests such Bearer Security may be converted into). 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 close of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) 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 Securities being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company, the interest payment with respect to a Security called for redemption on a Redemption Date 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 shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date such that the conversion right of such Securities would terminate between such Regular Record Date and the close of business on such Interest Payment Date) be accompanied by payment in funds reasonably acceptable to the Issuers of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion (with similar provision to be made for Bearer Securities). The interest so payable on such Interest Payment Date with respect to any Security (or portion thereof, if applicable) which is 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 and which Security has been called for redemption on a Redemption Date with the consequence that the conversion right of such Security would terminate between such Regular Record Date and the close of business on such Interest Payment Date shall be paid to the Holder of such Security at being converted in an amount equal to the interest that would have been payable on such Security if such Security had been converted as of the close of business on such Interest Payment Date. The interest so payable on such Interest Payment Date in respect of any Security (or portion thereof, as the case may be) that has not been called for redemption on a Redemption Date with the consequence of termination of the conversion right as aforesaid, which Security (or portion thereof, as the case may be) is surrendered for conversion during the period from the close of business on any Regular Record Date notwithstanding next preceding any Interest Payment Date to the conversion opening of such Security after such Regular Record Date and prior to business on such Interest Payment Date, and shall be paid to the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security as of such Regular Record Date. Interest payable in respect of any Security surrendered for conversion on or after an Interest Payment Date shall be paid to the Holder of such Security as of the next preceding Regular Record Date, notwithstanding the exercise of the right of conversion. Except as provided in the preceding sentence this paragraph and subject to the final last paragraph of Section 3.073.7, no cash payment or adjustment shall be made upon any conversion on account of any interest accrued on from the Securities Interest Payment Date next preceding the conversion date, in respect of any Security (or part thereof, as the case may be) surrendered for conversion conversion, or on account of any dividends on the Common Stock Equity Interests issued upon conversion. The Issuers’ delivery to the Holder of the number of Equity Interests (and cash in lieu of fractions thereof, as provided in this Indenture) into which a Security is convertible will be deemed to satisfy the Issuers’ obligation to pay the principal amount of the Security. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock Equity Interests issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock Equity Interests at such time. As promptly as practicable on or after the conversion date, the Company Issuers shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock Equity Interests issuable upon conversion, together with payment in lieu of any fraction of a shareEquity Interest, as provided in Section 14.0316.3. In the case of any Security which is converted in part only, upon such conversion the Issuers shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Issuers, a new Security or Securities of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.02, accompanied by written notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. 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 close opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) 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 Securities being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company, the interest payment with respect to a Security called for redemption on a Redemption Date 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 shall be payable on such Interest Payment Date to the Holder of such Security at the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversion. Except as provided in the preceding sentence and subject to the final paragraph of Section 3.07, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock Shares issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock Shares at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.03. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security Bond to be converted shall surrender such SecurityBond, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.021002, accompanied by written notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency that the Holder elects to convert such Security Bond or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Securities Bonds surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) 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 Securities being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company, the interest payment with respect to a Security called for redemption on a Redemption Date 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 (the "Interest Period") shall be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date to on the Holder principal amount of such Security at Bonds being surrendered for conversion unless the close of business on such Regular Record Date notwithstanding Bond or the conversion of such Security after such Regular Record Date and portion thereof being converted has been called for redemption prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversion. Except as provided in the preceding sentence and subject to the final last paragraph of Section 3.07307, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities Bonds surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities All payments required by this paragraph to be made by a Holder upon the surrender of Bonds for conversion shall be made in same-day funds or other funds acceptable to the Company. Bonds shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities Bonds for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities Bonds as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.031303. In the case of any Bond which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Bond or Bonds of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Bond.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.0210.2, accompanied by written a duly signed conversion notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency 2.4 stating that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Securities Each Security surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date Period shall (except in the case of Securities any Security or portions portion thereof which have has been called for redemption on a Redemption Date Date, or is repurchasable on a Repurchase Date, occurring, in either case, within such periodRecord Date Period and, as a result, the right to convert such Security would otherwise terminate in such period if not exercised) 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 on such Interest Payment Date on the principal amount of Securities such Security (or part thereof, as the case may be) being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted The interest so payable on such Interest by the Company, the interest payment Payment Date with respect to a any Security called (or portion thereof, if applicable) that is surrendered for redemption on a Redemption Date conversion during the period from Record Date Period shall be paid to the close Holder of business on any such Security as of such Regular Record Date next preceding any Interest Payment Date in an amount equal to the opening interest that would have been payable on such Security if such Security had been converted as of the close of business on such Interest Payment Date shall be Date. Interest payable on any Interest Payment Date in respect of any Security surrendered for conversion on or after such Interest Payment Date shall be paid to the Holder of such Security at as of the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to next preceding such Interest Payment Date, and notwithstanding the Holder converting such Security need not include a payment exercise of such interest payment amount upon surrender the right of such Security for conversion. Except as provided in the preceding sentence this paragraph and subject to the final last paragraph of Section 3.073.7, no cash payment or adjustment shall be made upon any conversion on account of any interest accrued on from the Securities Interest Payment Date next preceding the conversion date, in respect of any Security (or part thereof, as the case may be) surrendered for conversion conversion, or on account of any dividends on the Common Stock issued upon conversion. The Company's delivery to the Holder of the number of shares of Common Stock (and cash in lieu of fractions thereof, as provided in this Indenture) into which a Security is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Security. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency to the Trustee, for delivery to the Holder, a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.0312.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Security. A Security may be converted in part, but only if the principal amount of such Security to be converted is any integral multiple of U.S. $1,000 and the principal amount of such security to remain Outstanding after such conversion is equal to U.S. $1,000 or any integral multiple of $1,000 in excess thereof.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.02, accompanied by written notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. 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 close opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) 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 Securities being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company, the interest payment with respect to a Security called for redemption on a Redemption Date 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 shall be payable on such Interest Payment Date to the Holder of such Security at the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversion. Except as provided in the preceding sentence and subject to the final paragraph of Section 3.07, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.0313.03. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.021002, accompanied by written notice to the Company (which shall be substantially in the form set forth provided in Section 2.03the Security (or such other notice as is acceptable to the Company) at such office or agency that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Securities surrendered for conversion during the period from the close opening of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such periodredemption) 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 on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company, the interest payment with respect to a Security called for redemption on a Redemption Date 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 shall be payable on such Interest Payment Date to the Holder of such Security at the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversion. Except as provided in the immediately preceding sentence and subject to the final fourth paragraph of Section 3.07307, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as of the record holder or holders of such Common Stock at as and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.031303. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.0210.2, accompanied by written a duly signed conversion notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency 2.4 stating that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Securities Each Security surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date Period shall (except in the case of Securities any Security or portions portion thereof which have has been called for redemption on a Redemption Date, or is repurchasable on a Repurchase Date, occurring, in either case, within such Record Date within Period and, as a result, the right to convert would terminate in such period) 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 on such Interest Payment Date on the principal amount of Securities such Security (or part thereof, as the case may be) being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted The interest so payable on such Interest by the Company, the interest payment Payment Date with respect to a any Security called (or portion thereof, if applicable) which is surrendered for redemption on a Redemption Date conversion during the period from Record Date Period shall be paid to the close Holder of business on any such Security as of such Regular Record Date next preceding any Interest Payment Date in an amount equal to the opening interest that would have been payable on such Security if such Security had been converted as of the close of business on such Interest Payment Date. Interest payable in respect of any Security surrendered for conversion on or after an Interest Payment Date shall be payable on such Interest Payment Date paid to the Holder of such Security at as of the close of business on such next preceding Regular Record Date Date, notwithstanding the conversion exercise of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment right of such interest payment amount upon surrender of such Security for conversion. Except as provided in the preceding sentence this paragraph and subject to the final last paragraph of Section 3.073.7, no cash payment or adjustment shall be made upon any conversion on account of any interest accrued on from the Securities Interest Payment Date next preceding the conversion date, in respect of any Security (or part thereof, as the case may be) surrendered for conversion conversion, or on account of any dividends on the Common Stock issued upon conversion. The Company's delivery to the Holder of the number of shares of Common Stock (and cash in lieu of fractions thereof, as provided in this Indenture) into which a Security is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Security. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency to the Trustee, for delivery to the Holder, a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.0312.3. All shares of Common Stock delivered upon such conversion of Restricted Securities shall bear restrictive legends substantially in the form of the legends required to be set forth on the Restricted Securities pursuant to Section 3.5 and shall be subject to the restrictions on transfer provided in such legends. Neither the Trustee nor any agent maintained for the purpose of such conversion shall have any responsibility for the inclusion or content of any such restrictive legends on such Common Stock; provided, however, that the Trustee or any agent maintained for the purpose of such conversion shall have provided, to the Company or to the Company's transfer agent for such Common Stock, prior to or concurrently with a request to the Company to deliver such Common Stock, written notice that the Securities delivered for conversion are Restricted Securities. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Security. A Security may be converted in part, but only if the principal amount of such Security to be converted is any integral multiple of U.S. $1,000 and the principal amount of such security to remain Outstanding after such conversion is equal to U.S. $1,000 or any integral multiple of $1,000 in excess thereof. If shares of Common Stock to be issued upon conversion of a Restricted Security, or Securities to be issued upon conversion of a Restricted Security in part only, are to be registered in a name other than that of the beneficial owner of such Restricted Security, then such Holder must deliver to the Conversion Agent a Surrender Certificate, dated the date of surrender of such Restricted Security and signed by such beneficial owner, as to compliance with the restrictions on transfer applicable to such Restricted Security. Neither the Trustee nor any Conversion Agent, Registrar or Transfer Agent shall be required to register in a name other than that of the beneficial owner, shares of Common Stock or Securities issued upon conversion of any such Restricted Security not so accompanied by a properly completed Surrender Certificate.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.02, accompanied by written notice to the Company (which shall be substantially in the form set forth in Section 2.03) ), with a copy to the Trustee and, if other than the Trustee, the Conversion Agent, at such office or agency that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Securities surrendered for conversion during the period from the close of business on any Regular Record Date next immediately preceding any Interest Payment Date to the close of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) 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 Securities being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company, the interest payment with respect to a Security called for redemption on a Redemption Date during the period from the close of business on any Regular Record Date next immediately preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall be payable on such Interest Payment Date to the Holder of such Security at the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversion. Except as provided in the preceding sentence and subject to the final paragraph of Section 3.07, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.03.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted of any series shall surrender such that Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.0210.02 for that series, accompanied by written notice to the Company (which shall be substantially in the form set forth provided in Section 2.03the Security (or such other notice as is acceptable to the Company) at such office or agency that the Holder elects to convert such that Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Securities surrendered for conversion during the period from the close opening of business on any Regular Record Date for that Security next preceding any Interest Payment Date for that Security to the close of business on such that Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date Date, or which are repurchaseable on a Repurchase Date, occurring, in either case, within such period) must 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 on such that Interest Payment Date on the principal amount of Securities being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company, the interest payment with respect to a Security called for redemption on a Redemption Date 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 shall be payable on such Interest Payment Date to the Holder of such Security at the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversion. Except as provided in the immediately preceding sentence and subject to the final last paragraph of Section 3.07, no payment or adjustment shall be made upon on any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon on conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of their surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such those Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon on conversion of those Securities shall be treated for all purposes as having become the record holder or holders of such Common Stock at as and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon on conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.0313.03. In the case of any Security of any series which is converted in part only, on such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of the same series and like tenor and of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Security.

Exercise of Conversion Privilege. In order to exercise To convert a Note, a Holder must (a) complete and manually sign the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed Conversion Notice or assigned to the Company or in blank, at any office or agency a facsimile of the Company maintained for that purpose pursuant to Section 10.02, accompanied by written Conversion Notice on the back of the Note and deliver such notice to the Company (which shall be substantially Trustee in accordance with the form notice provisions set forth in Section 2.0310.2 of the Indenture, (b) at such office surrender the Note to the Trustee, (c) furnish appropriate endorsements and transfer documents if required by the Registrar or agency that the Holder elects to convert such Security orTrustee, (d) pay any transfer or similar tax, if less than required, and (e) if required, pay funds equal to the entire principal amount thereof is to be convertedinterest payable on the next Interest Payment Date. In the case of a Global Note, the portion thereof Conversion Notice shall be completed by a Depositary participant on behalf of the beneficial holder. Anything herein to the contrary notwithstanding, in the case of Global Notes, Conversion Notices may be converteddelivered and such Notes may be surrendered for conversion in accordance with the applicable procedures of the Depositary as in effect from time to time. Securities Notes surrendered for conversion during the period from the close of business on any Regular Record Date next immediately preceding any Interest Payment Date to the close opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in immediately available funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities Notes being surrendered for conversion. Subject ; provided, however, that no such payment need be made if (1) we have specified a repurchase date following a Change of Control that is during such period or (2) only to the provisions extent of Section 3.07 relating to overdue interest, any overdue interest exists at the payment time of Defaulted Interest by the Company, the interest payment conversion with respect to a Security called for redemption on a Redemption Date 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 shall be payable on such Interest Payment Date to the Holder of such Security at the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversionnote. Except as provided in the preceding sentence and subject to the final paragraph of Section 3.07, no No payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities Notes surrendered for conversion from the Interest Payment Date preceding the day of conversion, or on account of any dividends on the Common Stock issued upon conversion. Securities 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 applicable conversion date. Notes shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities Notes for conversion in accordance with the foregoing provisions and comply with the other foregoing provisions, and at such time the rights of the Holders of such Securities Notes as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver to the Trustee at such office or agency its Corporate Trust Office a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a shareshare thereof, as provided in Section 14.032.4 hereof, and the Trustee shall forward such certificate or certificates at the addresses set forth in the written notices sent to the Company by the Holders electing to convert their Notes.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.0210.2, accompanied by written notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be convertedconverted (in the case of Bearer Securities, any Bearer Security surrendered for conversion pursuant to this Article must be accompanied by all Coupons maturing subsequent to the date of surrender of such Bearer Security for conversion or the amount of any such missing Coupons will be deducted from the amount due on such Security used to determine the amount of shares of Common Stock such Bearer Security may be converted into). 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 close of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) 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 Securities being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company, the interest payment with respect to a Security called for redemption on a Redemption Date 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 shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date such that the conversion right of such Securities would terminate between such Regular Record Date and the close of business on such Interest Payment Date) be accompanied by payment in funds reasonably acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion (with similar provision to be made for Bearer Securities). The interest so payable on such Interest Payment Date with respect to any Security (or portion thereof, if applicable) which is 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 and which Security has been called for redemption on a Redemption Date with the consequence that the conversion right of such Security would terminate between such Regular Record Date and the close of business on such Interest Payment Date shall be paid to the Holder of such Security at being converted in an amount equal to the interest that would have been payable on such Security if such Security had been converted as of the close of business on such Interest Payment Date. The interest so payable on such Interest Payment Date in respect of any Security (or portion thereof, as the case may be) that has not been called for redemption on a Redemption Date with the consequence of termination of the conversion right as aforesaid, which Security (or portion thereof, as the case may be) is surrendered for conversion during the period from the close of business on any Regular Record Date notwithstanding next preceding any Interest Payment Date to the conversion opening of such Security after such Regular Record Date and prior to business on such Interest Payment Date, and shall be paid to the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security as of such Regular Record Date. Interest payable in respect of any Security surrendered for conversion on or after an Interest Payment Date shall be paid to the Holder of such Security as of the next preceding Regular Record Date, notwithstanding the exercise of the right of conversion. Except as provided in the preceding sentence this paragraph and subject to the final last paragraph of Section 3.073.7, no cash payment or adjustment shall be made upon any conversion on account of any interest accrued on from the Securities Interest Payment Date next preceding the conversion date, in respect of any Security (or part thereof, as the case may be) surrendered for conversion conversion, or on account of any dividends on the Common Stock issued upon conversion. The Company's delivery to the Holder of the number of shares of Common Stock (and cash in lieu of fractions thereof, as provided in this Indenture) into which a Security is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Security. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.0316.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.0210.2, accompanied by written notice to the Company (which shall be substantially in the form set forth in Section 2.032.3) at such office or agency or, if applicable, by notice in accordance with the procedures of the Depositary, that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. 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 close opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) 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 on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company; PROVIDED, the interest payment with respect to HOWEVER, that a Security called surrendered for redemption conversion on a Redemption Date during the period from the close of business on any Regular Record Date next preceding any an Interest Payment Date to need not be accompanied by a payment and interest on the opening principal amount of business on such Interest Payment Date shall the Securities being converted will be payable paid on such Interest Payment Date to the Holder of such Security at on the close of business on such Regular immediately preceding Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversion. Except as provided in the preceding sentence Securities and subject to the final last paragraph of Section 3.073.7, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock Shares issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock Shares at such time. As promptly as practicable on or after the conversion datedate of conversion, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.0314.3. All Securities converted in accordance with the provisions of this Article 14 are, and shall be deemed to have been, transferred to or for the account of the Company. In the case of any Security which is converted in part only, upon such conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of maintained by the Company maintained for that purpose pursuant to Section 10.02, accompanied by written notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be convertedconverted and shall comply with any additional requirements set forth in such Security. 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 close opening of business on such Interest Payment Date shall (except in for Securities the case Maturity of Securities or portions thereof which have been called for redemption on a Redemption Date within is prior to such periodInterest Payment Date) 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 Securities being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company, the conversion and such interest payment with respect to a Security called for redemption on a Redemption Date during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business shall be paid on such Interest Payment Date shall be payable on such Interest Payment Date to the Holder of such Security at the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversionas provided in Section 3.07. Except as provided in the preceding sentence and subject to the final paragraph of Section 3.07sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. The Company's delivery to the Holder of the fixed number of shares of the Common Stock of the Company (and any cash in lieu of any fractional share of Common Stock) into which the Security is convertible shall be deemed to satisfy the Company's obligation to pay the principal amount of the Security and all accrued interest and original issue discount that has not previously been paid. The shares of Common Stock of the Company so delivered shall be treated as issued first in payment of accrued interest and original issue discount and then in payment of principal. Thus, accrued interest and original issue discount shall be treated as paid, rather than canceled, extinguished or forfeited. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.0315.03. In the case of any Security which is converted in part only, as promptly as practicable on or after the conversion date the Company shall execute and the Trustee shall authenticate and make available for delivery to the Holder thereof (or the Depositary in the case of a Global Security), at the expense of the Company, a new Security or Securities, of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security.

Exercise of Conversion Privilege. In order to exercise the conversion privilegeprivilege applicable to any series of Convertible Securities, the Holder of any Convertible Security to be converted shall surrender such Convertible Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.021002 (a "Conversion Agent"), accompanied by written a duly signed conversion notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency 205 stating that the Holder elects to convert such Convertible Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Securities Each Convertible Security surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date shall (except in the case of Securities whole or portions thereof which have been called for redemption on a Redemption Date within such periodin part) 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 Securities being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company, the interest payment with respect to a Security called for redemption on a Redemption Date 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 shall (except in the case of any Convertible Security or portion thereof which has been called for redemption on a Redemption Date, or which is repurchasable on a Holder Repurchase Date, occurring, in either case, within such period) 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 on such Interest Payment Date on such Convertible Security (or part thereof, as the case may be) being surrendered for conversion. The interest so payable on such Interest Payment Date with respect to any Convertible Security (or portion thereof, if applicable) which has been called for redemption on a Redemption Date, or is repurchasable on a Holder Repurchase Date, occurring, in either case, during the period from the close of business on any Regular Record Date with respect to such series next preceding any Interest Payment Date to the opening of business on such Interest Payment Date, which Convertible Security (or portion thereof, if applicable) is surrendered for conversion during such period, shall be paid to the Holder of such Convertible Security at being converted in an amount equal to the interest that would have been payable on such Convertible Security if such Convertible Security had been converted as of the close of business on such Interest Payment Date. The interest so payable on such Interest Payment Date in respect of any Convertible Security (or portion thereof, as the case may be) which has not been called for redemption on a Redemption Date, or is not eligible for repurchase on a Holder Repurchase Date, occurring, in either case, during the period from the close of business on any Regular Record Date notwithstanding next preceding any Interest Payment Date to the conversion opening of such Security after such Regular Record Date and prior to business on such Interest Payment Date, and which Convertible Security (or portion thereof, as the case may be) is surrendered for conversion during such period, shall be paid to the Holder converting such Security need not include a payment of such interest payment amount upon surrender Convertible Security as of such Regular Record Date. Other than as set forth above in this Section, no interest shall be payable in respect of any Convertible Security surrendered for conversion. Except as provided in the preceding sentence this paragraph and subject to the final last paragraph of Section 3.07306, no cash payment or adjustment shall be made upon any conversion on account of any interest accrued on from the Securities Interest Payment Date next preceding the conversion date, in respect of any Convertible Security (or part thereof, as the case may be) surrendered for conversion conversion, or on account of any dividends on the Common Stock ADSs issued upon conversion. The Company's delivery to the Holder of the number of ADSs (and cash in lieu of fractions thereof, as provided in this Indenture) into which a Convertible Security is convertible shall be deemed to satisfy the Company's obligation to pay the principal amount at Stated Maturity of the Convertible Security. Convertible Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Convertible Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Convertible Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock ADSs issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock ADSs at such time. As promptly as practicable on or after the conversion date, the Company shall issue and deliver to the ADS Depositary L Shares and shall cause the ADS Depositary to issue and deliver at such office or agency to the Trustee, for delivery to the Holder, a certificate or certificates for the number of full shares of Common Stock ADSs issuable upon conversion, together with payment in lieu of any fraction of a share, an ADS as provided in Section 14.031203. In the case of any Convertible Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Convertible Security or Convertible Securities of the same series and of like tenor, of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Convertible Security. A Convertible Security may be converted in part, but only if the principal amount of such Convertible Security to be converted is any integral multiple of $1,000 and the principal amount of such Convertible Security to remain Outstanding after such conversion is equal to $1,000 or any integral multiple of $1,000 in excess thereof.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned Security to the Company or in blank, Conversion Agent at any time during usual business hours at its office or agency of the Company maintained for that the purpose pursuant to Section 10.02as provided in this Indenture, accompanied by a fully executed written notice to the Company (which shall be notice, in substantially in the form set forth in Section 2.03) at such office on the reverse of or agency attached to the Security, that the Holder elects to convert such Security oror a stated portion thereof constituting a multiple of $1,000 in principal amount, and, if less than the entire principal amount thereof such Security is to be converted, the portion thereof to be converted. Securities surrendered for conversion during the period from between the close of business on any Regular Record Date next preceding any record date for such Security and the opening of business on the related Interest Payment Date to the close of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have and has not been called for redemption on a Redemption Date within such period) be , accompanied also by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the portion of the principal amount of Securities the Security being surrendered for conversion, notwithstanding such conversion. Subject The Holder of any Security at the close of business of a record date for such Security shall be entitled to receive the provisions of Section 3.07 relating to interest payable on such Security on the payment of Defaulted corresponding Interest by Payment Date notwithstanding the Company, the conversion thereof after such record date. The interest payment with respect to a Security called for redemption on a Redemption Date date during the period from the close of business on or after any Regular Record Date next preceding any Interest Payment Date record date for such Security to the opening close of business on such the Business Day following the corresponding Interest Payment Date shall be payable on such the corresponding Interest Payment Date to the Holder of such Security at the close of business on such Regular Record Date of that record date (notwithstanding the conversion of such Security after such Regular Record Date and prior to such before the corresponding Interest Payment Date), and the a Holder converting such Security who elects to convert need not include a payment of such interest payment amount upon surrender of such Security for conversion. Except as provided in the preceding sentence and subject funds equal to the final paragraph interest paid. Such notice shall also state the name or names (and address) in which the certificate or certificates for shares of Section 3.07, no payment or adjustment Common Stock shall be made upon any conversion on account issued (or to whom payment in cash in lieu of any interest accrued on the Common Stock shall be made). Securities surrendered for conversion shall (if so required by the Company or on account the Conversion Agent) be duly endorsed by, or be accompanied by a written instrument or instruments of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior transfer in form satisfactory to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, Company and the Person Conversion Agent duly executed by, the Holder or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such timehis attorney -68- duly authorized in writing. As promptly as practicable on or after the conversion datereceipt of such notice and the surrender of such Security as aforesaid, the Company shall shall, subject to the provisions of Section 1707, issue and shall deliver at such office or agency to such Holder, or on his written order, a certificate or certificates for the number of full shares of Common Stock issuable upon conversionon conversion of such Security in accordance with the provisions of such Security and cash, together with payment as provided in lieu Section 1703, in respect of any fraction of a shareshare of Common Stock otherwise issuable upon such conversion or, if so provided in a Board Resolution, Officer's Certificate or executed supplemental indenture referred to in Sections 201 and 301 by or pursuant to which the form and terms of the Securities of such series were established, cash in lieu of shares of Common Stock. Such conversion shall be at the Conversion Price in effect, and shall be deemed to have been effected, immediately prior to the close of business on the date (herein called the "Date of Conversion") on which such notice in proper form shall have been received by the Conversion Agent and such Security shall have been surrendered as aforesaid, and the Person or Persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable, if any, upon such conversion shall be deemed to have become on the Date of Conversion the holder or holders of record of the shares represented thereby; provided, however, that any such surrender on any date when the stock transfer books of the Company shall be closed shall constitute the Person or Persons in whose name or names the certificate or certificates for such shares are to be issued, if any, as the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open but such conversion shall nevertheless be at the Conversion Price in effect at the close of business on the date when such Security shall have been so surrendered with the conversion notice in proper form. In the case of conversion of a portion, but less than all, of a Security, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a Security or Securities in the aggregate principal amount of the unconverted portion of the Security surrendered. Except as otherwise expressly provided in Section 14.03this Indenture, no payment or adjustment shall be made for interest accrued on any Security (or portion thereof) converted or for dividends or distributions on any Common Stock issued upon conversion of any Security. The right, if any, of a Holder of any Security to cause the Company to redeem, purchase or repay such Security shall terminate upon receipt by the Company of any notice of conversion of such Security.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.02SECTION 9.2, accompanied by written a duly signed conversion notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency SECTION 2.4 stating that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Securities Each Security surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date shall (except in the case of Securities whole or portions thereof which have been called for redemption on a Redemption Date within such periodin part) 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 Securities being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company, the interest payment with respect to a Security called for redemption on a Redemption Date 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 shall (except in the case of any Security or portion thereof which has been called for redemption on a Redemption Date, or is to be repurchased on a Repurchase Date, with the consequence that the conversion right of such Security would terminate between such Regular Record Date and the close of business on such Interest Payment Date) 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 on such Interest Payment Date on the principal amount of such Security (or part thereof, as the case may be) being surrendered for conversion. The interest so payable on such Interest Payment Date with respect to any Security (or portion thereof, if applicable) which is surrendered for conversion during the period from the close of business on any Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date and which Security has been called for redemption on a Redemption Date, or is repurchasable on a Repurchase Date, with the consequence that the conversion right of such Security would terminate between such Regular Record Date and the close of business on such Interest Payment Date, shall be paid to the Holder of such Security at being converted in an amount equal to the interest that would have been payable on such Security if such Security had been converted as of the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversion. Except as provided in the preceding sentence and subject to the final paragraph of Section 3.07, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.03.Interest

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.0210.2, accompanied by written notice to the Company (which shall be substantially in the form set forth in Section 2.032.3) at such office or agency that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. 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 close opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) 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 on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Subject to the provisions of Section 3.07 3.7 relating to the payment of Defaulted Interest by the Company, the interest payment with respect to a Security called for redemption on a Redemption Date during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of -74- business on such Interest Payment Date shall be payable on such Interest Payment Date to the Holder of such Security at the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversion. Except as provided in the preceding sentence and subject to the final paragraph of Section 3.073.7, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.0315.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.0210.2, accompanied by written a duly signed conversion notice to the Company (which shall be substantially in the form set forth provided in Section 2.03) at such office or agency 2.4 stating that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Holders that surrender Securities for conversion on a date that is not an Interest Payment Date are not entitled to receive any interest for the period from the next preceding Interest Payment Date to the date of conversion, except as described below. However, Holders of Securities on a Regular Record Date, including Securities surrendered for conversion after the Regular Record Date, will receive the interest payable on such Securities on the next succeeding Interest Payment Date. Accordingly, any Security surrendered for conversion during the period from the close of business on any a Regular Record Date to the opening of business on the next preceding any succeeding Interest Payment Date to the close of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) must be accompanied by payment in funds acceptable to the Company of an amount amount, in New York Clearing House funds, equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Subject to ; provided, however, that no such payment will be required upon the provisions conversion of Section 3.07 relating to the payment of Defaulted Interest by the Company, the interest payment with respect to a any Security (or portion thereof) that has been called for redemption on or that is eligible to be delivered for repurchase if, as a Redemption Date result, the right to convert such Security would terminate 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 shall be payable on such Interest Payment Date to the Holder of such Security at the close of business on such Regular Record Date notwithstanding the conversion of such Security after between such Regular Record Date and prior to such the next succeeding Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversion. Except as provided in the preceding sentence and subject to the final paragraph of Section 3.07this paragraph, no cash payment or adjustment shall be made upon any conversion on account of any interest accrued on from the Securities Interest Payment Date next preceding the conversion date, in respect of any Security (or part thereof, as the case may be) surrendered for conversion conversion, or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency to the Trustee, for delivery to the Holder, a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.0312.3. All shares of Common Stock delivered upon such conversion of Securities shall rank pari passu with other shares of Common Stock of the Company. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Security.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted Debenture shall surrender such SecurityDebenture, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.02201 hereof, accompanied by written notice to the Company (which shall be substantially in the form set forth provided in Section 2.03the Debenture (or such other notice as is acceptable to the Company) at such office or agency that the Holder elects to convert such Security Debenture or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Securities Debentures surrendered for conversion during the period from the close opening of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date shall (except in the case of Securities Debentures or portions thereof which have been called for redemption on a Redemption Date within such periodredemption) 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 on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company, the interest payment with respect to a Security called for redemption on a Redemption Date 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 shall be payable on such Interest Payment Date to the Holder of such Security at the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversion. Except as provided in the immediately preceding sentence and subject to the final last paragraph of Section 3.07201 hereof, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities Debentures surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities Upon conversion of a Debenture, a holder will not receive any cash payment representing accrued Original Issue Discount. The Company's delivery to the holder of the number of shares of Common Stock into which such Debenture is converted (together with a cash payment, if any, in lieu of any fractional share) will satisfy the Company's obligation to pay the principal amount at maturity of such Debenture as well as the accrued Original Issue Discount attributable to the period from the issue date to the conversion date. Thus, the accrued Original Issue Discount will be deemed to be paid in full rather than cancelled, extinguished or forfeited. The Conversion Rate will not be adjusted at any time during the term of such Debenture for accrued Original Issue Discount. Debentures shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities Debentures for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities Debentures as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as of the record holder or holders of such Common Stock at as and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.03503. In the case of any Debenture which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Debenture or Debentures of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture.

Exercise of Conversion Privilege. In order to exercise the a conversion privilege, the Holder of any a Security to be converted of a series with such a privilege shall surrender such Security, duly endorsed or assigned Security to the Company or in blank, at any the office or agency of the Company maintained for that purpose pursuant to Section 10.021002, accompanied by written a duly executed conversion notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency 206 stating that the Holder elects to convert such Security oror a specified portion thereof. Such notice shall also state, if less than different from the entire principal amount thereof is to be convertedname and address of such Holder, the portion thereof name or names (with address) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. Promptly upon receipt of a conversion notice, the Company shall deliver a copy of such notice to be convertedthe Trustee and, if different, to the conversion agent. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and 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 preceding any succeeding Interest Payment Date to (excluding Securities or portions thereof called for redemption 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 (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) 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 Securities such Security then being surrendered for conversion. Subject converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 3.07 307 relating to the payment of Defaulted Interest by the Company. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officer's Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable regulations as the Company may prescribe, the interest payment Company shall issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), in accordance with the provisions of such Board Resolution, Officer's Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to a Security called for redemption on a Redemption Date during the period from have been effected immediately prior to the close of business on any Regular Record Date next preceding any Interest Payment Date the date on which such notice and such payment, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the opening of business conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such Interest Payment Date date, in which case such conversion shall be payable on such Interest Payment Date deemed to the Holder of such Security at be effected immediately prior to the close of business on such Regular Record Date notwithstanding date) and at such time the conversion rights of the Holder of such Security after as such Regular Record Date and prior to such Interest Payment Date, Security Holder shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock of the Company shall be issuable upon such conversion shall be deemed to have become the Holder converting such Security need not include a payment or Holders of such interest payment amount upon surrender record of such Security for conversionthe shares represented thereby. Except as provided in the preceding sentence set forth above and subject to the final paragraph of Section 3.07307, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities (or any part thereof) surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversion. Securities shall be deemed to have been In the case of any Security which is converted immediately prior to the close of business on the day of surrender of in part only, upon such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unconverted portion of such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.03Security.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.0210.2, accompanied by written a duly signed conversion notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency 2.4 stating that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Securities Each Security surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date Period shall (except in the case of Securities any Security or portions portion thereof which have has been called for redemption on a Redemption Date Date, or is repurchasable on a Repurchase Date, occurring, in either case, within such periodRecord Date Period (including any Securities or portions thereof called for redemption on a Redemption Date or submitted for repurchase on a Repurchase Date that is a Regular Record Date or an Interest Payment Date, as the case may be)) 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 on such Interest Payment Date on the principal amount of Securities such Security (or part thereof, as the case may be) being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted The interest so payable on such Interest by the Company, the interest payment Payment Date with respect to any Security (or portion thereof, if applicable) which has been called for redemption on a Security Redemption Date, or is repurchasable on a Repurchase Date, occurring, in either case, during the Record Date Period (including any securities or portions thereof called for redemption on a Redemption Date during the period from the close of business or submitted for repurchase on any a Repurchase Date that is a Regular Record Date next preceding any or Interest Payment Date, as the case may be), which Security (or portion thereof, if applicable) is surrendered for conversion during the Record Date Period (or on the last Business Day prior to the Regular Record Date or Interest Payment Date in the case of any Security (or portion thereof, as the case may be) called for redemption on a Redemption Date or submitted for repurchase on a Repurchase Date on such Regular Record Date or Interest Payment Date, as the case may be) shall be paid to the opening Holder of such Security being converted in an amount equal to the interest that would have been payable on such Security if such Security had been converted as of the close of business on such Interest Payment Date shall be Date. The interest so payable on such Interest Payment Date in respect of any Security (or portion thereof, as the case may be) which has not been called for redemption on a Redemption Date, or is not eligible for repurchase on a Repurchase Date, occurring, in either case, during the Record Date Period, which Security (or portion thereof, as the case may be) is surrendered for conversion during the Record Date Period, shall be paid to the Holder of such Security at the close as of business on such Regular Record Date. Interest payable in respect of any Security surrendered for conversion on or after an Interest Payment Date notwithstanding shall be paid to the conversion Holder of such Security after such as of the next preceding Regular Record Date and prior to such Interest Payment Date, and notwithstanding the Holder converting such Security need not include a payment exercise of such interest payment amount upon surrender the right of such Security for conversion. Except as provided in the preceding sentence this paragraph and subject to the final last paragraph of Section 3.073.7, no cash payment or adjustment shall be made upon any conversion on account of any interest accrued on from the Securities Interest Payment Date next preceding the conversion date, in respect of any Security (or part thereof, as the case may be) surrendered for conversion conversion, or on account of any dividends on the Common Stock issued upon conversion. The Company's delivery to the Holder of the number of shares of Common Stock (and cash in lieu of fractions thereof, as provided in this Indenture) into which a Security is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Security. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency to the Trustee, for delivery to the Holder, a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.0312.3. All shares of Common Stock delivered upon such conversion of Restricted Securities shall bear restrictive legends substantially in the form of the legends required to be set forth on the Restricted Securities pursuant to Section 3.5 and shall be subject to the restrictions on transfer provided in such legends. Neither the Trustee nor any agent maintained for the purpose of such conversion shall have any responsibility for the inclusion or content of any such restrictive legends on such Common Stock; provided, however, that the Trustee or any agent maintained for the purpose of such conversion shall have provided, to the Company or to the Company's transfer agent for such Common Stock, prior to or concurrently with a request to the Company to deliver such Common Stock, written notice that the Securities delivered for conversion are Restricted Securities. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Registered Security or Securities of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Security. A Security may be converted in part, but only if the principal amount of such Security to be converted is any integral multiple of U.S. $1,000 and the principal amount of such security to remain Outstanding after such conversion is equal to U.S. $1,000 or any integral multiple of $1,000 in excess thereof. If shares of Common Stock to be issued upon conversion of a Restricted Security, or Registered Securities to be issued upon conversion of a Restricted Security in part only, are to be registered in a name other than that of the beneficial owner of such Restricted Security, then such Holder must deliver to the Conversion Agent a Surrender Certificate, dated the date of surrender of such Restricted Security and signed by such beneficial owner, as to compliance with the restrictions on transfer applicable to such Restricted Security. Neither the Trustee nor any Conversion Agent, Registrar or Transfer Agent shall be required to register in a name other than that of the beneficial owner, shares of Common Stock or Securities issued upon conversion of any such Restricted Security not so accompanied by a properly completed Surrender Certificate.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.0210.2, accompanied by written a duly signed conversion notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency 2.4 stating that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Securities Each Security surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date Period shall (except in the case of Securities any Security or portions portion thereof which have has been called for redemption on a Redemption Date Date, or is repurchasable on a Repurchase Date, occurring, in either case, within such periodRecord Date Period and, as a result, the right to convert such Security would otherwise terminate in such period if not exercised) 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 on such Interest Payment Date on the principal amount of Securities such Security (or part thereof, as the case may be) being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted The interest so payable on such Interest by the Company, the interest payment Payment Date with respect to a any Security called (or portion thereof, if applicable) that is surrendered for redemption on a Redemption Date conversion during the period from Record Date Period shall be paid to the close Holder of business on any such Security as of such Regular Record Date next preceding any Interest Payment Date in an amount equal to the opening interest that would have been payable on such Security if such Security had been converted as of the close of business on such Interest Payment Date shall be Date. Interest payable on any Interest Payment Date in respect of any Security surrendered for conversion on or after such Interest Payment Date shall be paid to the Holder of such Security at as of the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to next preceding such Interest Payment Date, and notwithstanding the Holder converting such Security need not include a payment exercise of such interest payment amount upon surrender the right of such Security for conversion. Except as provided in the preceding sentence this paragraph and subject to the final last paragraph of Section 3.073.7, no cash payment or adjustment shall be made upon any conversion on account of any interest accrued on from the Securities Interest Payment Date next preceding the conversion date, in respect of any Security (or part thereof, as the case may be) surrendered for conversion conversion, or on account of any dividends on the Common Stock issued upon conversion. The Company's delivery to the Holder of the number of shares of Common Stock (and cash in lieu of fractions thereof, as provided in this Indenture) into which a Security is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Security. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency to the Trustee, for delivery to the Holder (unless a different Person is indicated on the Conversion Notice), a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.0312.3. All shares of Common Stock delivered upon such conversion of Restricted Securities shall bear restrictive legends substantially in the form of the legends required to be set forth on the Restricted Securities pursuant to Section 3.5 and shall be subject to the restrictions on transfer provided in such legends. Neither the Trustee nor any agent maintained for the purpose of such conversion shall have any responsibility for the inclusion or content of any such restrictive legends on such Common Stock; provided, however, that the Trustee or any agent maintained for the purpose of such conversion shall have provided, to the Company or to the Company's transfer agent for such Common Stock, prior to or concurrently with a request to the Company to deliver such Common Stock, written notice that the Securities delivered for conversion are Restricted Securities. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Security. A Security may be converted in part, but only if the principal amount of such Security to be converted is any integral multiple of U.S. $1,000 and the principal amount of such security to remain Outstanding after such conversion is equal to U.S. $1,000 or any integral multiple of $1,000 in excess thereof. If shares of Common Stock to be issued upon conversion of a Restricted Security, or Securities to be issued upon conversion of a Restricted Security in part only, are to be registered in a name other than that of the beneficial owner of such Restricted Security, then such Holder must deliver to the Conversion Agent a Surrender Certificate, dated the date of surrender of such Restricted Security and signed by such beneficial owner, as to compliance with the restrictions on transfer applicable to such Restricted Security. Neither the Trustee nor any Conversion Agent, Registrar or Transfer Agent shall be required to register in a name other than that of the beneficial owner, shares of Common Stock or Securities issued upon conversion of any such Restricted Security not so accompanied by a properly completed Surrender Certificate.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.02, accompanied by written notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. 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 close opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) 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 Securities being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company, the interest payment with respect to a Security called for redemption on a Redemption Date 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 shall be payable on such Interest Payment Date to the Holder of such Security at the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversion. Except as provided in the preceding sentence and subject to the final paragraph of Section 3.07, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.0315.03. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security.

Exercise of Conversion Privilege. In order to exercise the conversion privilegeprivilege referred to in this Article 17, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blankblank in the case of Registered Securities, together in the case of Bearer Securities with all matured coupons and any unmatured coupons in default appertaining thereto, at any office or agency of the Company maintained for that purpose pursuant to Section 10.02, accompanied by written notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Registered 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 close of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) 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 Securities being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company, the interest payment with respect to a Security called for redemption on a Redemption Date 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 shall (except in the case of Registered Securities or portions thereof that have been called for redemption, or are to be repurchased, on such Interest Payment Date or a Redemption Date or a repurchase date within the period beginning on such Regular Record Date and ending on such Interest Payment Date) be accompanied by payment by wire transfer or certified check or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date to on the Holder principal amount of such the Registered Security at the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversionthen being converted. Except as provided in the preceding sentence and subject to the final last paragraph of Section 3.07, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person person or Persons persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.0317.03. In the case of any Security that is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security, along with any coupons appertaining thereto, if applicable.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of maintained by the Company maintained for that purpose pursuant to Section 10.02, accompanied by (a) written notice to the Company (which shall be substantially in the form as set forth in Section 2.032.05 herein) to the Company at such office or agency that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be convertedconverted and (b) if shares or any portion of such Security not to be converted are to be issued in the name of a Person other than the Holder thereof, and the restrictions on transfer of such Security, set forth in the first paragraph of Section 2.02 remain in effect, a certification of the Holder as to compliance with such restrictions (as set forth in Section 2.07). If the restrictions on transfer of a Security set forth in the first paragraph of Section 2.02 remain in effect, all shares of Common Stock delivered upon conversion thereof shall bear a restrictive legend substantially in the form of such paragraph. Except as described in the last paragraph of Section 3.07, no Holder of Securities will be entitled upon conversion thereof to any payment or adjustment on account of accrued and unpaid interest thereon or on account of dividends on the shares of Common Stock issued in connection therewith. Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any to the opening of business on the corresponding Interest Payment Date to the close of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such periodperiod between and including such Regular Record Date and such Interest Payment Date) must be accompanied by payment to the Company in New York Clearing House Funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company, the interest payment with respect to a Security called for redemption on a Redemption Date 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 shall be payable on such Interest Payment Date to the Holder of such Security at the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversion. Except as provided in the preceding sentence and subject to the final paragraph of Section 3.07, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversionconverted. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, share as provided in Section 14.0313.03. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security. Any requirements for notice, surrender or delivery of Securities pursuant to this Article XIII shall, with respect to any Global Security, be subject to any Applicable Procedures.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security Note to be converted shall surrender such SecurityNote, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.0210.2, accompanied by written notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency that the Holder elects to convert such Security Note or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Securities surrendered for conversion In the case of any Note that has been converted during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the close opening of business on such Interest Payment Date, interest whose Stated Maturity is on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date notwithstanding such conversion and such interest shall be paid to the Holder of such Note on the principal amount of Securities being such Regular Record Date. Notes surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company, the interest payment with respect to a Security called for redemption on a Redemption Date 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 (the "Interest Period") shall be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Notes being surrendered for conversion; except that in the case of Notes or portions thereof that have been called for redemption and, pursuant to the Holder Section 12.1 hereof, as a result of such Security at redemption, the close right to convert such Notes terminates during the Interest Period, any such Notes surrendered for conversion during such Interest Period need not be accompanied by payment of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior an amount equal to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversioninterest. Except as provided in the second preceding sentence and subject to the final last paragraph of Section 3.073.7, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities Notes surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities All payments required by this paragraph to be made by the Holder upon the surrender of Notes for conversion shall be made in New York Clearing House Funds or other funds acceptable to the Company. Notes shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities Notes for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities Notes as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.0312.3. In the case of any Note which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Note or Notes of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Note.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security Note to be converted shall surrender such SecurityNote, duly endorsed or assigned to the Company or in blank, at any office or agency the Corporate Trust Office of the Company maintained for that purpose pursuant to Section 10.02Trustee, located at 225 ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇tn: Corporate Trust/Global Investors Services, or the offices of an Affiliate of the Trustee located at 61 B▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇tn: Corporate Trust Window/Concourse Level, in the Borough of Manhattan, The City of New York, accompanied by a duly signed and completed written notice to the Company (which shall be substantially in at the form set forth in Section 2.03) at such office or agency Corporate Trust Office that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be convertedNote. Securities Notes surrendered for conversion during the period from the close of business on any Regular Record Date next immediately preceding any Interest Payment Date to the close opening of business on such Interest Payment Date shall (except in the case of Securities Notes or portions thereof which have been called for redemption or in respect of which a Repurchase Notice delivered by the Holder has not been withdrawn, the conversion rights of which would terminate during the period between such Record Date and the close of business on a Redemption Date within such periodInterest Payment Date) be accompanied by payment in immediately available funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities Notes being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company, the interest payment with respect to a Security called for redemption on a Redemption Date 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 shall be payable on such Interest Payment Date to the Holder of such Security at the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversion. Except as provided in the preceding sentence and subject to the final paragraph of Section 3.07, no No payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities Notes surrendered for conversion from the Interest Payment Date preceding the day of conversion, or on account of any dividends on the Common Stock issued upon conversion. Securities In addition, Holders shall not be entitled to receive any dividends payable to holders of Common Stock as of any record date before the close of business on the conversion date. Notes shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities Notes for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities Notes as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver to the Trustee at such office or agency its Corporate Trust Office a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a shareshare thereof, as provided in Section 14.032.4 hereof, and the Trustee shall forward such certificate or certificates at the addresses set forth in the written notices sent to the Company by the Holders electing to convert their Notes.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blankblank in the case of Registered Securities, together in the case of Bearer Securities with all unmatured coupons and any unmatured coupons in default appertaining thereto, at any office or agency of the Company maintained for that purpose pursuant to Section 10.021002, accompanied by written notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Registered 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 close of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) 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 Securities being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company, the interest payment with respect to a Security called for redemption on a Redemption Date 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 shall (except in the case of Registered Securities or portions thereof that have been called for redemption, or are to be repurchased, on such Interest Payment Date or on a Redemption Date or a repurchase date within the period beginning on such Regular Record Date and ending on such Interest Payment Date) be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date to on the Holder principal amount of Securities being surrendered for conversion (or, if such Registered Security at was issued in exchange for a Bearer Security after the close of business on such Regular Record Date notwithstanding the conversion Date, by surrender of such Security after such Regular Record Date and prior one or more coupons relating to such Interest Payment Date, Date or by both payment in such funds and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such coupon or coupons, in either case, in an amount equal to the interest payable on such Interest Payment Date on the principal amount of the Registered Security for conversionthen being converted). Except as provided in the preceding sentence and subject to the final fifth paragraph of Section 3.07307, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Series A Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person person or Persons persons entitled to receive the Series A Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Series A Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Series A Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.031303. In the case of any Security that is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security, along with the coupons appertaining thereto.

Exercise of Conversion Privilege. In order to To exercise the conversion privilege, the Holder of any Security to be converted the Series 2000-A Preferred Stock shall surrender to the Corporation such SecuritySeries 2000-A Preferred Stock, duly endorsed or assigned to the Company Corporation or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.02, accompanied by written notice Notice of Conversion to the Company (which shall be substantially Corporation in the form set forth provided in Section 2.03) at such office or agency the Series 2000-A Preferred Stock that the Holder elects to convert such Security Series 2000-A Preferred Stock or, if less than the entire principal amount thereof is to be converted, the portion thereof to be convertedspecified portion. 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 close of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) 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 Securities being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company, the interest payment with respect to a Security called for redemption on a Redemption Date 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 shall be payable on such Interest Payment Date to the Holder of such Security at the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversion. Except as provided in the preceding sentence and subject to the final paragraph of Section 3.07, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Series 2000-A Preferred Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities Series 2000-A Preferred Stock for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities Series 2000-A Preferred Stock as Holders shall cease, and the Person person or Persons persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at as and after such time. As promptly as practicable on or Within two (2) business days after the conversion date, the Company Corporation, without cost to the Holder, shall issue and shall deliver at to the Holder of the converted Series 2000-A Preferred Stock or the person specified by such office or agency Holder a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid dividends on the converted Series 2000-A Preferred Stock or portion thereof upon which the Holder does not elect to receive payment in lieu Common Stock. Upon conversion of Series 2000-A Preferred Stock, the Corporation shall take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid and nonassessable. The Corporation shall not close its books against the transfer of Common Stock issued or issuable upon conversion of Series 2000-A Preferred Stock in any manner which interferes with the timely conversion of Series 2000-A Preferred Stock. The Corporation shall assist and cooperate with any Holder of Series 2000-A Preferred Stock required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of Series 2000-A Preferred Stock (including, without limitation, making any filings required to be made by the Corporation). The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of issuance upon the conversion of Series 2000-A Preferred Stock, such number of shares of Common Stock issuable upon the conversion of all outstanding Series 2000-A Preferred Stock. All shares of Common Stock which are so issuable shall, when issued, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges. The Corporation shall take all such actions as may be necessary to assure that all such shares of Common Stock may be so issued without violation of any fraction applicable law or governmental regulation or any requirements of a share, as provided in Section 14.03any domestic securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Corporation upon each such issuance). The conversion rights of any Series 2000-A Preferred Stock subject to redemption hereunder shall terminate on the Redemption Date for such Series 2000-A Preferred Stock unless the Corporation has failed to pay to the Holder thereof the Redemption Price of such Series 2000-A Preferred Stock or portion thereof (plus all accrued and unpaid dividends and penalties thereon and any premium payable with respect thereto).

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.0210.2, accompanied by written a duly signed conversion notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency 2.4 stating that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Securities Each Security surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date Period shall (except in the case of Securities any Security or portions portion thereof which have has been called for redemption (except pursuant to a call for Provisional Redemption) on a Redemption Date Date, or is repurchasable on a Repurchase Date, occurring, in either case, within such periodRecord Date Period and, as a result, the right to convert such Security would otherwise terminate in such period if not exercised) 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 on such Interest Payment Date on the principal amount of Securities such Security (or part thereof, as the case may be) being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted The interest so payable on such Interest by the Company, the interest payment Payment Date with respect to a any Security called (or portion thereof, if applicable) that is surrendered for redemption on a Redemption Date conversion during the period from Record Date Period shall be paid to the close Holder of business on any such Security as of such Regular Record Date next preceding any Interest Payment Date in an amount equal to the opening interest that would have been payable on such Security if such Security had been converted as of the close of business on such Interest Payment Date shall be Date. Interest payable on any Interest Payment Date in respect of any Security surrendered for conversion on or after such Interest Payment Date shall be paid to the Holder of such Security at as of the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to next preceding such Interest Payment Date, and notwithstanding the Holder converting such Security need not include a payment exercise of such interest payment amount upon surrender the right of such Security for conversion. Except as provided in the preceding sentence this paragraph and subject to the final last paragraph of Section 3.073.7, no cash payment or adjustment shall be made upon any conversion on account of any interest accrued on from the Securities Interest Payment Date next preceding the conversion date, in respect of any Security (or part thereof, as the case may be) surrendered for conversion conversion, or on account of any dividends on the Common Stock issued upon conversion. The Company's delivery to the Holder of the number of shares of Common Stock (and cash in lieu of fractions thereof, as provided in this Indenture) into which a Security is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Security. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency to the Trustee, for delivery to the Holder (unless a different Person is indicated on the Conversion Notice), a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.03.12.3. All shares of Common Stock delivered upon such conversion of Restricted Securities shall bear restrictive legends substantially in the form of the legends required to be set forth on the Restricted Securities pursuant to Section 3.5 and shall be subject to the restrictions on transfer provided in such legends. Neither the Trustee nor any agent maintained for the purpose of such conversion shall have any responsibility for the inclusion or content of any such restrictive legends

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security Note to be converted shall surrender such SecurityNote, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.024.02, accompanied by written a duly signed conversion notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency Exhibit A stating that the Holder elects to convert such Security Note or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Securities Each Note surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date Period shall (except in the case of Securities any Note or portions portion thereof which have has been called for redemption on a Redemption Date occurring within such Record Date Period and, as a result, the right to convert would terminate in such period) 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 on such Interest Payment Date on the principal amount of Securities such Note (or part thereof, as the case may be) being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company, the interest payment with respect to a Security provided that if any Note (or portion thereof) has been called for redemption on a Redemption Date occurring during the period from Record Date Period, and is surrendered for conversion during such period, the close Holder of business such Note on any the related Regular Record Date next preceding any will be entitled to receive the interest accruing on such Note from the Interest Payment Date next preceding the date of such conversion to such succeeding Interest Payment Date and the Holder of such Note who converts such Note or portion thereof during such period shall not be required to pay such interest upon surrender of such Note for conversion. The interest so payable on such Interest Payment Date with respect to any Note (or portion thereof, if applicable) which is surrendered for conversion during the Record Date Period shall be paid to the opening Holder of such Note as of such Regular Record Date in an amount equal to the interest that would have been payable on such Note if such Note had been converted as of the close of business on such Interest Payment Date shall be payable on such Interest Payment Date to the Holder of such Security at the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversion. Except as provided in the preceding sentence and subject to the final paragraph of Section 3.07this paragraph, no cash payment or adjustment shall be made upon any conversion on account of any interest accrued on from the Securities Interest Payment Date next preceding the conversion date, in respect of any Note (or part thereof, as the case may be) surrendered for conversion conversion, or on account of any dividends on the Common Stock issued upon conversion. Securities The Company's delivery to the Holder of the number of shares of Common Stock (and cash in lieu of fractions thereof, as provided in this Indenture) into which a Note is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Note. Notes shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities Notes for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities Notes as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.03.Holders

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, or at such other office or agency of the Company Company, maintained for that purpose pursuant to Section 10.0210.2, accompanied by written a duly signed and completed conversion notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency 2.4 stating that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted, and any applicable payments, including interest payments and payments in respect of taxes, if any, as described in Section 12.8 hereto. Securities Each Security surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date Period shall (except in the case of Securities any Security or portions portion thereof which have has been called for redemption on a Redemption Date, is repurchasable on a Repurchase Date or purchasable on a Purchase Date, occurring, in any such case, within such periodRecord Date Period and, as a result, the right to convert such Security would otherwise terminate in such period if not exercised, or if the Company is in arrears on any previously due interest payment as of the Conversion Date) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest interest, if any, payable on such Interest Payment Date on the principal amount of Securities such Security (or part thereof, as the case may be) being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted The interest so payable on such Interest by the Company, the interest payment Payment Date with respect to a any Security called (or portion thereof, if applicable) that is surrendered for redemption on a Redemption Date conversion during the period from Record Date Period shall be paid to the Holder of such Security as of such Record Date in an amount equal to the interest that would have been payable on such Security if such Security had been converted as of 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 shall be Date. Interest payable on any Interest Payment Date in respect of any Security surrendered for conversion on or after such Interest Payment Date shall be paid to the Holder of such Security at as of the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to next preceding such Interest Payment Date, and notwithstanding the Holder converting such Security need not include a payment exercise of such interest payment amount upon surrender the right of such Security for conversion. Except as provided in the preceding sentence paragraph and subject to the final last paragraph of Section 3.073.7, no cash payment or adjustment shall be made upon any conversion on account of any interest accrued on from the Securities Interest Payment Date next preceding the conversion date, in respect of any Security (or part thereof, as the case may be) surrendered for conversion conversion, or on account of any dividends on the Common Stock issued upon conversion. Except as set forth in this paragraph, the Company’s delivery to the Holder, in respect of each $1,000 principal amount of Securities converted, of the amounts set forth in the next paragraph, will be deemed to: (i) satisfy the Company’s obligation to pay the principal amount of the Security being converted pursuant to the provisions hereof; and (ii) satisfy the Company’s obligation to pay accrued but unpaid interest, if any, attributable to the period from the most recent Interest Payment Date through the Conversion Date. As a result, the principal amount and unpaid interest, if any, through the Conversion Date are deemed to be paid in full rather than cancelled, extinguished or forfeited. If the Holder surrenders a Security for conversion, such Holder will receive, in respect of each $1,000 principal amount of securities, together with a cash payment for any fractional shares: (a) cash in an amount (the “Principal Return”) equal to the lesser of (1) the principal amount of each Security to be converted and (2) the Conversion Value, and (b) if the Conversion Value is greater than the principal amount of each Security a number of shares of the Company’s common stock (the “Net Shares”) equal to the sum of the Daily Share Amounts during the Applicable Conversion Reference Period (the “Net Share Amount”) or, at the Company’s election, a cash amount equal to the sum of the Daily Cash Amounts during the Applicable Conversion Reference Period (the “Net Cash Amount”). The Company will make such election (i) reasonably promptly upon satisfaction of the conditions set forth in Sections 12.1(a)(1) and 12.1(a)(2) above or (ii) when the Company gives notice of the conversion privilege resulting upon satisfaction of any of the conditions set forth in Section 12.1(a)(3) through 12.1(a)(6). The cash payment for fractional shares will be computed in an amount based on the Applicable Stock Price. The Conversion Value, Principal Return, Net Cash Amount and Net Share Amount will be determined by the Company promptly after the end of the Applicable Conversion Reference Period. The Company will pay the Principal Return and cash for fractional shares and deliver Net Shares or the Net Cash Amount, if any, no later than the fourth Business Day following the determination of the Applicable Stock Price. The Company will not issue fractional shares upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock Stock, if any, issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the The Company shall issue and shall deliver at such office or agency to the Trustee, for delivery to the Conversion Agent who will in turn deliver to the Holder (unless a different Person is indicated on the Conversion Notice), a certificate or certificates certificates, cash, or a combination thereof, for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.0312.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Security. A Security may be converted in part, but only if the principal amount of such Security to be converted is any integral multiple of U.S. $1,000 and the principal amount of such Security to remain Outstanding after such conversion is equal to U.S. $1,000 or any integral multiple of $1,000 in excess thereof.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.0210.2, accompanied by written a duly signed conversion notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency 2.4 stating that the Holder elects to convert ---------- (67) INSERT IF SECURITIES ARE CONVERTIBLE such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Securities Each Security surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date Period shall (except in the case of Securities any Security or portions portion thereof which have has been called for redemption on a Redemption Date, or is repurchasable on a Repurchase Date, occurring, in either case, within such Record Date within Period and, as a result, the right to convert would terminate in such period) 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 on such Interest Payment Date on the principal amount of Securities such Security (or part thereof, as the case may be) being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted The interest so payable on such Interest by the Company, the interest payment Payment Date with respect to a any Security called (or portion thereof, if applicable) which is surrendered for redemption on a Redemption Date conversion during the period from Record Date Period shall be paid to the close Holder of business on any such Security as of such Regular Record Date next preceding any Interest Payment Date in an amount equal to the opening interest that would have been payable on such Security if such Security had been converted as of the close of business on such Interest Payment Date. Interest payable in respect of any Security surrendered for conversion on or after an Interest Payment Date shall be payable on such Interest Payment Date paid to the Holder of such Security at as of the close of business on such next preceding Regular Record Date Date, notwithstanding the conversion exercise of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment right of such interest payment amount upon surrender of such Security for conversion. Except as provided in the preceding sentence this paragraph and subject to the final last paragraph of Section 3.073.7, no cash payment or adjustment shall be made upon any conversion on account of any interest accrued on from the Securities Interest Payment Date next preceding the conversion date, in respect of any Security (or part thereof, as the case may be) surrendered for conversion conversion, or on account of any dividends on the Common Stock issued upon conversion. The Company's delivery to the Holder of the number of shares of Common Stock (and cash in lieu of fractions thereof, as provided in this Indenture) into which a Security is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Security. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency to the Trustee, for delivery to the Holder, a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.0312.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Security. A Security may be converted in part, but only if the principal amount of such Security to be converted is an integral multiple of U.S. $1,000 and the principal amount of such security to remain Outstanding after such conversion is an integral multiple of $1,000.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.024.02, accompanied by written notice to the Company (which shall be substantially in the form set forth provided in Section 2.03the Security (or such other notice as is acceptable to the Company) at such office or agency that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Securities In the case of any Security which is surrendered for conversion during the period from the close of business on any Regular Record Date regular record date through and including the next preceding any succeeding Interest Payment Date (other than any Security whose Maturity Date is prior to such Interest Payment Date), interest whose Stated Maturity is on such Interest Payment Date shall be payable on such Interest Payment Date notwithstanding such conversion, and such interest (whether or not punctually paid or duly provided for) shall be paid to the person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on such Interest Payment Date regular record date; provided, however, that Securities so surrendered for conversion shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) 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 on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company, the interest payment with respect to a Security called for redemption on a Redemption Date 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 shall be payable on such Interest Payment Date to the Holder of such Security at the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversion. Except as provided in the immediately preceding sentence sentence, in the case of any Security which is converted (a) interest whose Stated Maturity is after the date of conversion of such Security shall not be payable and subject to the final paragraph of Section 3.07, (b) no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person person or Persons persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at as and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such any office or agency of the Company maintained pursuant to Section 4.02 a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.0311.03. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.021002, accompanied by written notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. 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 close opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in funds reasonably acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversionconversion (with similar provision to be made for bearer Securities). Subject to The interest so payable on such Interest Payment Date in respect of any Security (or portion thereof, as the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company, the interest payment with respect to a Security case may be) that has not been called for redemption on a Redemption Date with the consequence of termination of the conversion right as aforesaid, which Security (or portion thereof, as the case may be) is 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 Date, shall be payable on such Interest Payment Date paid to the Holder of such Security at the close as of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversion. Except as provided in the preceding sentence this paragraph and subject to the final last paragraph of Section 3.07307, no cash payment or adjustment shall be made upon any conversion on account of any interest accrued on from the Securities Interest Payment Date next preceding the conversion date, in respect of any Security (or part thereof, as the case may be) surrendered for conversion conversion, or on account of any dividends on the Common Stock issued upon conversion. The Company's delivery to the Holder of the number of shares of Common Stock (and cash in lieu of fractions thereof, as provided in this Indenture) into which a Security is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Security. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.031503. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of maintained by the Company maintained for that purpose pursuant to Section 10.021002, accompanied by written notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be convertedconverted and shall comply with any additional requirements set forth in such Security. 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 close of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) 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 Securities being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company, the interest payment with respect to a Security called for redemption on a Redemption Date 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 shall (except for Securities the Maturity of which is prior to such Interest Payment Date) 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 on such Interest Payment Date to on the Holder principal amount of Securities being surrendered for conversion and such Security at the close of business interest shall be paid on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversionDate as provided in 89 97 Section 307. Except as provided in the preceding sentence and subject to the final paragraph of Section 3.07sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. The Company's delivery to the Holder of the fixed number of shares of the Common Stock of the Company (and any cash in lieu of any fractional share of Common Stock) into which the Security is convertible shall be deemed to satisfy the Company's obligation to pay the principal amount of the Security and all accrued interest and original issue discount that has not previously been paid. The shares of Common Stock of the Company so delivered shall be treated as issued first in payment of accrued interest and original issue discount and then in payment of principal. Thus, accrued interest and original issue discount shall be treated as paid, rather than canceled, extinguished or forfeited. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.031703. In the case of any Security which is converted in part only, as promptly as practicable on or after the conversion date the Company shall execute and the Trustee shall authenticate and make available for delivery to the Holder thereof (or the Depositary in the case of a Global Security), at the expense of the Company, a new Security or Securities, of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security Note to be converted shall surrender such SecurityNote, duly endorsed or assigned to the Company or in blank, at any office or agency the Corporate Trust Office of the Company maintained for that purpose pursuant to Section 10.02Trustee, located at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, Suite 1050, Houston, Texas 77057, Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, accompanied by a duly signed and completed written notice to the Company (which shall be substantially in at the form set forth in Section 2.03) at such office or agency Corporate Trust Office that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be convertedNote. Securities Notes that are surrendered for conversion during the period from the close of business on any Regular Record Date next immediately preceding any Interest Payment Date to the close opening of business on such Interest Payment Date shall (except in the case of Securities 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 conversion rights of which would terminate during the period between such Regular Record Date and the close of business on a Redemption Date within such periodInterest Payment Date) be accompanied by payment in immediately available funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities Notes being surrendered for conversion. Subject to ; provided, however, that no such payment shall be required if there shall exist at the provisions time of Section 3.07 relating to conversion a default in the payment of Defaulted Interest by interest on the Company, the interest payment with respect to a Security called for redemption on a Redemption Date 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 shall be payable on such Interest Payment Date to the Holder of such Security at the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversionNotes. Except as provided in the preceding sentence and subject to the final paragraph of Section 3.07, no No payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities Notes surrendered for conversion from the Interest Payment Date preceding the day of conversion, or on account of any dividends on the Common Stock issued upon conversion. Securities Rather, such amount shall be deemed to be paid in full to the Holder through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares), or cash or a combination of cash and Common Stock, in exchange for the Note being converted pursuant to the provisions hereof, and the Market Price of such shares of Common Stock (together with any such cash payment in lieu of fractional shares), or cash or a combination of cash and 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 the Market Price of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the principal amount of the Note being converted pursuant to the provisions hereof. In addition, no adjustment or payment shall be made upon any conversion on account of any dividends on the Common Stock issued upon conversion. In addition, Holders shall not be entitled to receive any dividends payable to holders of Common Stock as of any Record Date before the close of business on the conversion date. Notes shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities Notes for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities Notes as Holders shall cease, and the Person or Persons entitled to receive the any Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver to the Trustee at such office or agency its Corporate Trust Office a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a shareshare thereof, as provided in Section 14.032.03 hereof, or any cash payment, as provided in Section 2.01(f) or 2.01(g), and the Trustee shall forward such certificate or certificates and cash at the addresses set forth in the written notices sent to the Company by the Holders electing to convert their Notes.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of maintained by the Company maintained for that purpose pursuant to Section 10.0210.02 of this Indenture, accompanied by (a) written notice to the Company (which shall be in substantially in the form set forth in Section 2.03) of conversion notice attached to the form of Security attached as Exhibit A hereto at such office or agency that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be convertedconverted and (b) if shares or any portion of such Security not to be converted are to be issued in the name of a Person other than the Holder thereof, the name of the Person in which to issue such shares. Except as provided in Section 5.02 of this Indenture, no Holder of Security will be entitled upon conversion thereof to any payment or adjustment on account of accrued and unpaid interest thereon or on account of dividends on the shares of Common Stock issued in connection therewith. Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any to the opening of business on the corresponding Interest Payment Date to the close of business on such Interest Payment Date shall (except in the case of Securities or portions a portion thereof which being converted that shall have been called for redemption on a Redemption Date within such periodduring the period from the close of business on any Regular Record Date to the opening of business on the corresponding Interest Payment Date) must be accompanied by payment to the Company in immediately available funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company, the interest payment with respect to a Security called for redemption on a Redemption Date 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 shall be payable on such Interest Payment Date to the Holder of such Security at the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversion. Except as provided in the preceding sentence and subject to the final paragraph of Section 3.07, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversionconverted. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisionsprovisions (the "Conversion Date"), and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion dateConversion Date, but in any event no later than the seventh Business Day following the Conversion Date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, share as provided in Section 14.0313.03. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security. Any requirements for notice, surrender or delivery of Securities pursuant to this Article 13 shall be subject to any Applicable Procedures.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security Debenture to be converted shall surrender such SecurityDebenture, duly endorsed or assigned to the Company or in blank, blank at any office or agency of the Company maintained for that purpose pursuant to Section 10.029.5, accompanied by written notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency that the Holder elects to convert such Security Debenture or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Securities 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 close opening of business on such Interest Payment Date shall (except in the case of Securities Debentures or portions thereof which that have been called for redemption redemption, or are to be repurchased, on such Interest Payment Date or on a Redemption Date or a Repurchase Date within the period beginning on such periodRegular Record Date and ending on such Interest Payment Date) be accompanied by payment in by wire transfer or certified check or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities Debentures being surrendered for conversion. Subject to the provisions of Section 3.07 3.7 relating to the payment of Defaulted Interest by the Company, the interest payment with respect to a Security Debenture called for redemption on a Redemption Date 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 shall be payable on such Interest Payment Date to the Holder of such Security Debenture at the close of business on such Regular Record Date notwithstanding the conversion of such Security Debenture after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security Debenture need not include a payment of such interest payment amount upon surrender of such Security Debenture for conversion. Except as provided in the preceding sentence and subject to the final paragraph of Section 3.073.7, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities Debentures surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities Debentures shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities Debentures for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities Debentures as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.0311.3. In the case of any Debenture that is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Debenture or Debentures of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned this Note to the Company or in blank, at any time during usual business hours at its office or agency of the Company maintained for that the purpose pursuant to Section 10.02as provided in this Note, accompanied by a fully executed written notice to the Company (which shall be notice, in substantially in the form set forth in Section 2.03) at such office or agency attached to this Note, that the Holder elects to convert such Security orthis Note or a stated portion thereof, and, if less than the entire principal amount thereof this Note is to be converted, the portion thereof to be converted. Securities surrendered for conversion during the period from between the close of business on any Regular Record Date and the opening of business on the next preceding any following Interest Payment Date to the close of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have and has not been called for redemption on a Redemption Date which occurs within such period) be , accompanied also 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 Securities this Note being surrendered for conversion, notwithstanding such conversion. Subject The Holder of this Note at the close of business on a Record Date will be entitled to receive the provisions of Section 3.07 relating to interest payable on this Note on the payment of Defaulted corresponding Interest by Payment Date notwithstanding the Company, the conversion thereof after such Record Date. The interest payment with respect to a Security this Note if called for redemption on a Redemption Date date during the period from the close of business on or after any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall be payable on such Interest Payment Date to the Holder of such Security at the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversion. Except as provided in the preceding sentence and subject to the final paragraph of Section 3.07, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day Business Day following the corresponding Interest Payment Date will be payable on the corresponding Interest Payment Date to the registered Holder at the close of surrender business on that Record Date (notwithstanding the conversion of such Securities Note before the corresponding Interest Payment Date) and a Holder who elects to convert need not include funds equal to the interest paid. Such notice of conversion shall also state the name or names (with address) in which the certificate or certificates for shares of Common Stock shall be issued if other than that of the Holder. The Note surrendered for conversion shall (if reasonably required by the Company) be duly endorsed by, or be accompanied by a written instrument of transfer in accordance with form satisfactory to the foregoing provisionsCompany duly executed by, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person Holder or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such timehis attorney duly authorized in writing. As promptly as practicable on or after the conversion datereceipt of such notice and the surrender of the Note as aforesaid, the Company shall shall, subject to the provisions of this Paragraph 9, issue and shall deliver at such office or agency to such Holder, or on his written order, a certificate or certificates for the number of full shares of Common Stock issuable upon conversionon such conversion of the Note in accordance with the provisions of this Paragraph 9 and Cash, together with payment as provided in lieu this Paragraph 9, in respect of any fraction of a shareshare of Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date (herein called the "Date of Conversion") on which the Note shall have been surrendered as aforesaid, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become on the Date of Conversion the holder or holders of record of the shares represented thereby; provided, however, that any such surrender on any date when the stock transfer books of the Company shall be closed shall cause the person or persons in whose name or names the certificate or certificates for such shares are to be issued to be deemed to have become the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open but such conversion shall nevertheless be at the Conversion Price in effect at the close of business on the date when the Note shall have been so surrendered with the conversion notice. In the case of conversion of a portion, but less than all, of this Note, the Company shall as promptly as practicable execute and deliver to the Holder, at the expense of the Company, a Note or Notes in the aggregate principal amount of the unconverted portion of this Note so surrendered. Except as otherwise expressly provided in Section 14.03this Note, no payment or adjustment shall be made for interest accrued on this Note (or portion thereof) converted or for dividends or distributions on any Common Stock issued upon conversion of this Note.

Exercise of Conversion Privilege. In order Beneficial owners of interests in a Global Security may exercise their right of conversion by delivering to exercise the Depositary the appropriate instruction form for conversion pursuant to the Depositary's conversion program. To convert a definitive Security into shares of Common Stock, a Holder must (a) complete and manually sign the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.02, accompanied by written notice to the Company (which shall be substantially in the form set forth in Section 2.032.03 on the back of the definitive Security (or complete and manually sign a facsimile thereof) and deliver such notice to the Trustee at such the Corporate Trust Office of the Trustee or the office or agency that of State Street Bank and Trust Company of California, N.A., in New York, New York or the Holder elects office of any Conversion Agent, (b) surrender the definitive Security to convert the Trustee at the Corporate Trust Office of the Trustee or the office or agency of the State Street Bank and Trust Company of California, N.A., in New York, New York or the office of any Conversion Agent, (c) if required, furnish appropriate endorsements and transfer documents, (d) if required, pay all transfer or similar taxes, and (e) if required, pay funds equal to interest payable on the next Interest Payment Date. The date on which all of the foregoing requirements have been satisfied is the date of surrender for conversion. The Trustee shall promptly deliver to the Company and the Company's Common Stock transfer agent notification of such notice of conversion at the address described in Section 1.05. Each Security or, if less than the entire principal amount thereof is to surrendered for conversion will be converted, the converted into Common Stock in registered form. Any Security or portion thereof to be converted. Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding from, but excluding, a record date for any Interest Payment Date to the close of business on to, but excluding, such Interest Payment Date shall (except in the case of Securities unless such 83 91 Security or portions portion thereof which being converted shall have been called for redemption on a Redemption Date within which occurs during such period, or is to be redeemed in connection with a Fundamental Change on a Fundamental Change Redemption Date which occurs during such period) be accompanied by payment payment, in New York Clearing House funds acceptable to the Company of an amount equal to the interest otherwise payable on such Interest Payment Date on the principal amount at maturity being converted; provided, however, that no such payment need be made if there shall exist at the time of Securities being surrendered for conversion. Subject to the provisions of Section 3.07 relating to conversion a default in the payment of Defaulted Interest by interest on the CompanySecurities. Except as provided above in this Section, the no adjustment shall be made for Original Issue Discount or interest payment with respect to a Security called for redemption on a Redemption Date during the period from the close of business accrued on any Regular Record Date next preceding Security converted or for dividends on any Interest Payment Date to the opening of business on such Interest Payment Date shall be payable on such Interest Payment Date to the Holder of such Security at the close of business on such Regular Record Date notwithstanding shares issued upon the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversion. Except as provided in the preceding sentence and subject this Article. The Company's delivery to the final paragraph Holder of Section 3.07, no payment or adjustment shall be made upon any conversion on account the number of any interest accrued on the Securities surrendered for conversion or on account shares of any dividends on the Common Stock (and cash in lieu of fractions thereof, as provided in this Indenture) into which a Security is convertible will be deemed to satisfy the Issuers' obligation to pay the principal amount at maturity of the Security and the accrued Original Issue Discount that has not previously been (or is not simultaneously being) paid. The Common Stock is treated as issued upon conversionfirst in payment of accrued Original Issue Discount and interest, and then in payment of principal amount at maturity. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion conversion, in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the shares of Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency to the Trustee, for delivery to the Holder, a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.0312.03. In the case of any Security which is converted in part only, upon such conversion the Issuers shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Issuers, a new Security or Securities of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Security. A Security may be converted in part, but only if the principal amount of such Security to be converted is any integral multiple of U.S.$1,000 and the principal amount of such security to remain Outstanding after such conversion is equal to U.S.$1,000 or any integral multiple thereof.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.02SECTION 9.2, accompanied by written a duly signed conversion notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency SECTION 2.4 stating that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Securities Each Security surrendered for conversion (in whole or in part) during the period from the close of business on any Regular a Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date Period shall (except in the case of Securities any Security or portions portion thereof which have has been called for redemption on a Redemption or repurchase if the Holder's conversion right would terminate because of the redemption or repurchase during the Record Date within such periodPeriod) 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 on such Interest Payment Date on the principal amount of Securities such Security (or part thereof, as the case may be) being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted The interest payable on an Interest by the Company, the interest payment Payment Date with respect to a any Security called (or portion thereof, if applicable) which is surrendered for redemption on a Redemption Date conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date Period corresponding to the opening of business on such Interest Payment Date Date, shall be payable on such Interest Payment Date paid to the Holder of such Security at as of the close of business on such Regular Record Date notwithstanding for such Interest Payment Date in an amount equal to the interest that would have been payable on such Security if such Security (or a portion thereof) had not been converted. Interest payable in respect of any Security surrendered for conversion on an Interest Payment Date shall be paid to the Holder of such Security after such as of the next preceding Regular Record Date and prior to such Interest Payment Date, and notwithstanding the Holder converting such Security need not include a payment exercise of such interest payment amount upon surrender the right of such Security for conversion. Except as provided in the preceding sentence this paragraph and subject to the final last paragraph of Section 3.07SECTION 3.7, no cash payment or adjustment shall be made upon any conversion on account of any interest accrued on from the Securities Interest Payment Date next preceding the conversion date, in respect of any Security (or part thereof, as the case may be) surrendered for conversion conversion, or on account of any dividends on the Common Stock issued upon conversion. The Company's delivery to the Holder of the number of shares of Common Stock (and cash in lieu of fractions thereof, as provided in this Indenture) into which a Security is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Security. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency to the Trustee, for delivery to the Holder (unless a different Person is indicated on the Conversion Notice), a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.03SECTION 11.3. To the extent applicable, all shares of Common Stock delivered upon such conversion of Securities shall bear restrictive legends substantially in the form of the legends required to be set forth on the Securities pursuant to SECTION 3.5 and shall be subject to the restrictions on transfer provided in such legends. Neither the Trustee nor any agent maintained for the purpose of such conversion shall have any responsibility for the inclusion or content of any such restrictive legends on such Common Stock; PROVIDED, HOWEVER, that the Trustee or any agent maintained for the purpose of such conversion shall have provided to the Company or to the Company's transfer agent for such Common Stock, prior to or concurrently with a request to the Company to deliver such Common Stock, written notice that the Securities delivered for conversion are Securities subject to a Restricted Securities Legend. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and make available for delivery to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Security. A Security may be converted in part, but only if the principal amount of such Security to be converted is any integral multiple of U.S.$1,000 and the principal amount of such security to remain Outstanding after such conversion is equal to U.S.$1,000 or any integral multiple of U.S.$1,000 in excess thereof.

Exercise of Conversion Privilege. In order to exercise the conversion privilegeprivilege with respect to any Security or portion thereof, the Holder of any Security to be converted or any other person acting on its behalf shall surrender such Security, duly endorsed or assigned to the Company or in blank, blank at any office or agency of the Company maintained for that purpose pursuant to Section 10.02, accompanied by written a duly signed conversion notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency Annex A stating that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Securities Alternatively, if such security is represented by a Global Security, conversion may be effected by written order given to the Trustee in accordance with the applicable procedures of the U.S. Depository then in effect. Each Security surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date shall (except in the case of Securities whole or portions thereof which have been called for redemption on a Redemption Date within such periodin part) 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 Securities being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company, the interest payment with respect to a Security called for redemption on a Redemption Date 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 shall (except in the case of any Security or portion thereof which has been called for redemption on a Redemption Date or repurchase on a Repurchase Date and, as a result, the right to convert such Security with respect to which the Holder has exercised redemption or repurchase rights would terminate during such period) 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 on such Interest Payment Date on the principal amount of such Security (or part thereof as the case may be) being surrendered for conversion. The interest so payable on such Interest Payment Date in respect of such Security (or portion thereof, as the case may be) surrendered for conversion shall be paid to the Holder of such Security at the close as of business on such Regular Record Date. Interest payable in respect of any Security surrendered for conversion on or after an Interest Payment Date notwithstanding shall be paid to the conversion Holder of such Security after such as of the next preceding Regular Record Date and prior to such Interest Payment Date, and notwithstanding the Holder converting such Security need not include a payment exercise of such interest payment amount upon surrender the right of such Security for conversion. Except as provided in the preceding sentence this paragraph and subject to the final last paragraph of Section 3.07, no cash payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any cash dividends on the Common Stock issued upon conversion or, if the date of conversion is not an Interest Payment Date, on account of any interest accrued from the Interest Payment Date next preceding the conversion date, in respect of any Security (or part thereof, as the case may be) surrendered for conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such timetime (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date). As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver deliver, out of its authorized but previously unissued (or, in the case of treasury stock of the Company, validly issued) Shares of Common Stock, at the office of such office or agency Conversion Agent a certificate or certificates for the number of full shares of newly issued Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.0312.03. All Common Stock delivered upon such conversion of Restricted Securities shall bear a restrictive legend substantially in the form of the legend required to be set forth on the Restricted Securities pursuant to Section 2.02 and shall be subject to the restrictions on transfer provided in such legend. Neither the Trustee nor any agent maintained for the purpose of such conversion shall have any responsibility for the inclusion or content of any such restrictive legend on such Common Stock; provided, however, that the Trustee or any agent maintained for the purpose of such conversion shall have provided, to the Company or to the Company's transfer agent for such Common Stock, prior to or concurrently with a request to the Company to deliver to such agent maintained for the purpose of such conversion certificates for such Common Stock, written notice that the Securities delivered for conversion are Restricted Securities. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Security. If Common Stock to be issued upon conversion of a Security, or Securities to be issued upon conversion of a Security in part only, are to be registered in a name other than that of the Holder of such Security, the Security Registrar shall, prior to the conversion of such Security, record in the Security Register the transfer of that portion of the Security to be so converted in the name of the person in whose name such Common Stock or Securities are to be registered.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.0210.2, accompanied by written a duly signed conversion notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency 2.4 stating that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Securities Each Security surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date Period shall (except in the case of Securities any Security or portions portion thereof which have has been called for redemption on a Redemption Date, or is repurchasable on a Repurchase Date, occurring, in either case, within such Record Date within Period and, as a result, the right to convert would terminate in such period) 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 on such Interest Payment Date on the principal amount of Securities such Security (or part thereof, as the case may be) being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted The interest so payable on such Interest by the Company, the interest payment Payment Date with respect to a any Security called (or portion thereof, if applicable) which is surrendered for redemption on a Redemption Date conversion during the period from Record Date Period shall be paid to the close Holder of business on any such Security as of such Regular Record Date next preceding any Interest Payment Date in an amount equal to the opening interest that would have been payable on such Security if such Security had been converted as of the close of business on such Interest Payment Date. Interest payable in respect of any Security surrendered for conversion on or after an Interest Payment Date shall be payable on such Interest Payment Date paid to the Holder of such Security at as of the close of business on such next preceding Regular Record Date Date, notwithstanding the conversion exercise of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment right of such interest payment amount upon surrender of such Security for conversion. Except as provided in the preceding sentence this paragraph and subject to the final last paragraph of Section 3.073.7, no cash payment or adjustment shall be made upon any conversion on account of any interest accrued on from the Securities Interest Payment Date next preceding the conversion date, in respect of any Security (or part thereof, as the case may be) surrendered for conversion conversion, or on account of any dividends on the Common Stock issued upon conversion. The Company's delivery to the Holder of the number of shares of Common Stock (and cash in lieu of fractions thereof, as provided in this Indenture) into which a Security is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Security. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency to the Trustee, for delivery to the Holder, a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.0312.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Security. A Security may be converted in part, but only if the principal amount of such Security to be converted is any integral multiple of U.S.$1,000 and the principal amount of such security to remain Outstanding after such conversion is equal to U.S.$1,000 or any integral multiple of $1,000 in excess thereof.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.02purpose, accompanied by written notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. In connection with the exercise of the conversion privilege by a Holder prior to a Redemption Date, a Holder's right to exercise his conversion privilege shall terminate at the close of business on the Business Day prior to the Redemption Date. 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 close opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount in cash equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company, the interest payment with respect to a Security called for redemption on a Redemption Date 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 shall be payable on such Interest Payment Date to the Holder of such Security at the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversion. Except as provided in the preceding sentence and subject to the final paragraph of Section 3.073.07(e), no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. In no event shall the Company be obligated to pay any converting Holder any unpaid Interest Arrearages upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance 73 with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person person or Persons persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.0312.03. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security Note to be converted shall surrender such SecurityNote, duly endorsed or assigned to the Company or in blank, at any office or agency the Corporate Trust Office of the Company maintained for that purpose pursuant to Section 10.02Trustee, located at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attn: Corporate Trust Administration, accompanied by a duly signed and completed written notice to the Company (which shall be substantially in at the form set forth in Section 2.03) at such office or agency Corporate Trust Office that the Holder elects to convert such Security orNote. In the case of Notes which have been converted to semiannual coupon Notes pursuant to Article 3 hereof, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Securities Holders of Notes surrendered for conversion during the period from the close of business on any Regular Record Date next immediately preceding any Interest Payment Date to the close opening of business on such Interest Payment Date shall (except in the case of Securities 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 conversion rights of which would terminate during the period between such Record Date and the close of business on such Interest Payment Date) be entitled to receive the interest payable on such Interest Payment Date on the Restated Principal Amount of Notes being surrendered for conversion. Such Notes which have been converted to semiannual coupon Notes that are surrendered for conversion during the period from the close of business on any Record Date immediately preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Notes or portions thereof which have been called for redemption or in respect of which a Redemption Purchase Notice or Change of Control Purchase Notice delivered by the Holder has not been withdrawn, the conversion rights of which would terminate during the period between such Record Date within and the close of business on such periodInterest Payment Date) be accompanied by payment in immediately available funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount Restated Principal Amount of Securities Notes being surrendered for conversion. Subject to On conversion, Original Issue Discount accrued on the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company, the interest payment with respect to a Security called Notes surrendered for redemption on a Redemption Date during the period conversion from the close Issue Date through the date of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date conversion is not canceled, extinguished or forfeited, but rather shall be payable on such Interest Payment Date deemed to be paid in full to the Holder through receipt of such Security at the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount Common Stock issued upon surrender of such Security for conversion. Except as provided in the preceding sentence and subject to the final paragraph of Section 3.07set forth above, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities Notes surrendered for conversion from the Interest Payment Date preceding the day of conversion, or on account of any dividends on the Common Stock issued upon conversion. Securities In addition, Holders shall not be entitled to receive any dividends payable to holders of Common Stock as of any record date before the close of business on the conversion date. Notes shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities Notes for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities Notes as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver to the Trustee at such office or agency its Corporate Trust Office a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a shareshare thereof, as provided in Section 14.032.04 hereof, and the Trustee shall forward such certificate or certificates at the addresses set forth in the written notices sent to the Company by the Holders electing to convert their Notes.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security Note to be converted shall surrender such SecurityNote, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.0210.2, accompanied by written notice to the Company (which shall be substantially in form and substance satisfactory to the form set forth in Section 2.03Company) at such office or agency that the Holder elects to convert such Security Note or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Securities 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 close opening of business on such Interest Payment Date shall (except in the case of Securities Notes or portions thereof which have been called for redemption on a Redemption Date within such period) 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 on such Interest Payment Date on the principal amount of Securities Notes being surrendered for conversion. Subject to the provisions of Section 3.07 3.7 relating to the payment of Defaulted Interest by the Company, the interest payment with respect to a Security Note called for redemption on a Redemption Date 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 shall be payable on such Interest Payment Date to the Holder of such Security Note at the close of business on such Regular Record Date notwithstanding the conversion of such Security Note after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security Note need not include a payment of such interest payment amount upon surrender of such Security Note for conversion. Except as provided in the preceding sentence and subject to the final paragraph of Section 3.073.7, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities Notes surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities Notes shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities Notes for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities Notes as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion dateConversion Date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.0313.3. In the case of any Note which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Note or Notes of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Note.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder Securityholder of any Convertible Security to be converted shall surrender such Convertible Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company Corporation maintained for that purpose pursuant to Section 10.025.2 of this Indenture, accompanied by written a duly signed conversion notice to the Company (which shall be substantially in the form set forth in Section 2.03) at established by or pursuant to the Board Resolution establishing the terms of such office or agency series stating that the Holder Securityholder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Securities Each Convertible Security surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date shall Period (except in the case of Securities any Convertible Security or portions portion thereof which have has been called for redemption on a Redemption Date occurring within such periodRecord Date Period and, as a result, the right to convert such Convertible Security would otherwise terminate in such period if not exercised) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company Corporation of an amount equal to the interest payable on such Interest Payment Date interest payment date on the initial principal amount of Securities such Convertible Security (or part thereof, as the case may be) being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company, the The interest so payable on such interest payment date with respect to a any Convertible Security called (or portion thereof, if applicable) that is surrendered for redemption on a Redemption Date conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date Period shall be paid to the opening Securityholder of business on such Interest Payment Date shall be Convertible Security as of such regular record date in an amount equal to the interest that would have been payable on such Interest Payment Date to the Holder Convertible Security if such Convertible Security had been converted as of such Security at the close of business on such Regular Record Date notwithstanding the interest payment date. Interest payable on any interest payment date in respect of any Convertible Security surrendered for conversion of such Security on or after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender date shall be paid to the Securityholder of such Convertible Security for as of the regular record date next preceding such interest payment date, notwithstanding the exercise of the right of conversion. Except as provided in the preceding sentence and subject to the final paragraph of Section 3.07this paragraph, no cash payment or adjustment shall be made upon any conversion on account of any interest accrued on from the Securities interest payment date next preceding the conversion date, in respect of any Convertible Security (or part thereof, as the case may be) surrendered for conversion conversion, or on account of any dividends on the Common Stock securities issued upon conversion. The Corporation’s delivery to the Securityholder of the number of shares of Common Stock (and cash in lieu of fractions thereof, as provided in this Indenture) into which a Convertible Security is convertible will be deemed to satisfy the Corporation’s obligation to pay the principal amount of the Convertible Security. Convertible Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Convertible Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders Securityholders of such Convertible Securities as Holders Securityholders shall cease, and the Person person or Persons persons entitled to receive the shares of Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock securities at such time. As promptly as practicable on or after the conversion date, the Company Corporation shall issue and shall deliver at such office or agency to the Trustee, for delivery to the Securityholder (unless a different person is indicated on the Conversion Notice), a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.0316.03. In the case of any Convertible Security which is converted in part only, upon such conversion the Corporation shall execute and the Trustee shall authenticate and deliver to the Securityholder thereof, at the expense of the Corporation, a new Convertible Security or Securities of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Security. A Security may be converted in part, but only if the principal amount of such Security to be converted is any integral multiple of U.S. $1,000 and the principal amount of such security to remain Outstanding after such conversion is equal to U.S. $1,000 or any integral multiple of $1,000 in excess thereof.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned Security to the Company or in blank, at any time during usual business hours at its office or agency of the Company maintained for that the purpose pursuant to Section 10.02as provided in this Indenture, accompanied by a fully executed written notice to the Company (which shall be notice, in substantially in the form set forth in Section 2.03) at such office or agency on the reverse of the Security, that the Holder elects to convert such Security oror a stated portion thereof constituting a multiple of $1,000 principal amount, and, if less than the entire principal amount thereof such Security is to be converted, the portion thereof to be converted. Securities surrendered for conversion during the period from between the close of business on any Regular Record Date and the opening of business on the next preceding any following Interest Payment Date to the close of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have and has not been called for redemption on a Redemption Date which occurs within such period) be , accompanied also 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 Securities the Security being surrendered for conversion, notwithstanding such conversion. Subject The Holder of any Security at the close of business on a Record Date will be entitled to receive the provisions of Section 3.07 relating to interest payable on such Security on the payment of Defaulted corresponding Interest by Payment Date notwithstanding the Company, the conversion thereof after such Record Date. The interest payment with respect to a Security called for redemption on a Redemption Date date during the period from the close of business on or after any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall be payable on such Interest Payment Date to the Holder of such Security at the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversion. Except as provided in the preceding sentence and subject to the final paragraph of Section 3.07, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior record date to the close of business on the business day following the corresponding payment date will be payable on the corresponding interest payment date to the registered Holder at the close of surrender business on that record date (notwithstanding the conversion of such Security before the corresponding interest payment date) and a Holder who elects to convert need not include funds equal to the interest paid. Such notice of conversion shall also state the name or names (with address) in which the certificate or certificates for shares of Common Stock shall be issued. Securities surrendered for conversion shall (if reasonably required by the Company or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in accordance with form satisfactory to the foregoing provisionsCompany duly executed by, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person Holder or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such timehis attorney duly authorized in writing. As promptly as practicable on or after the conversion datereceipt of such notice and the surrender of such Security as aforesaid, the Company shall shall, subject to the provisions of Section 12.8 hereof, issue and shall deliver at such office or agency to such Holder, or on his written order, a certificate or certificates for the number of full shares of Common Stock issuable upon conversionon such conversion of Securities in accordance with the provisions of this Article XII and Cash, together with payment as provided in lieu Section 12.3 hereof, in respect of any fraction of a shareshare of Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date (herein called the "Date of Conversion") on which such Security shall have been properly surrendered as aforesaid, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become on the Date of Conversion the holder or holders of record of the shares represented thereby; PROVIDED, HOWEVER, that any such surrender on any date when the stock transfer books of the Company shall be closed shall cause the person or persons in whose name or names the certificate or certificates for such shares are to be issued to be deemed to have become the recordholder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open but such conversion shall nevertheless be at the conversion price in effect at the close of business on the date when such Security shall have been so surrendered with the conversion notice. In the case of conversion of a portion, but less than all, of a Security, the Company shall as promptly as practicable execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a Security or Securities in the aggregate principal amount of the unconverted portion of the Security surrendered. Except as otherwise expressly provided in Section 14.03this Indenture, no payment or adjustment shall be made for interest accrued on any Security (or portion thereof) converted or for dividends or distributions on any Common Stock issued upon conversion of any Security. In order to exercise the conversion privilege with respect to any interest in a Global Security, 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 in accordance with the Applicable Procedures. Upon conversion of a Global Security, the Trustee, or the Securities Custodian at the direction of the Trustee, shall make a notation on such Global Security as to the reduction in the principal amount represented thereby.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.0210.2, accompanied by written a duly signed conversion notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency 2.4 stating that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Securities Each Security surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date Period shall (except in the case of Securities any Security or portions portion thereof which have has been called for redemption on a Redemption Date, or is repurchasable on a Repurchase Date, occurring, in either case, within such Record Date within Period and, as a result, the right to convert would terminate in such period) 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 on such Interest Payment Date on the principal amount of Securities such Security (or part thereof, as the case may be) being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted The interest so payable on such Interest by the Company, the interest payment Payment Date with respect to a any Security called (or portion thereof, if applicable) which is surrendered for redemption on a Redemption Date conversion during the period from Record Date Period shall be paid to the close Holder of business on any such Security as of such Regular Record Date next preceding any Interest Payment Date in an amount equal to the opening interest that would have been payable on such Security if such Security had been converted as of the close of business on such Interest Payment Date. Interest payable in respect of any Security surrendered for conversion on or after an Interest Payment Date shall be payable on such Interest Payment Date paid to the Holder of such Security at as of the close of business on such next preceding Regular Record Date Date, notwithstanding the conversion exercise of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment right of such interest payment amount upon surrender of such Security for conversion. Except as provided in the preceding sentence this paragraph and subject to the final last paragraph of Section 3.073.7, no cash payment or adjustment shall be made upon any conversion on account of any interest accrued on from the Securities Interest Payment Date next preceding the conversion date, in respect of any Security (or part thereof, as the case may be) surrendered for conversion conversion, or on account of any dividends on the Common Stock issued upon conversion. The Company's delivery to the Holder of the number of shares of Common Stock (and cash in lieu of fractions thereof, as provided in this Indenture) into which a Security is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Security. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency to the Trustee, for delivery to the Holder, a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.0312.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Security. A Security may be converted in part, but only if the principal amount of such Security to be converted is any integral multiple of U.S. $1,000 and the principal amount of such security to remain Outstanding after such conversion is equal to U.S. $1,000 or any integral multiple of $1,000 in excess thereof.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security Note to be converted shall surrender such SecurityNote, duly endorsed or assigned to the Company Buffets or in blank, at any office or agency of the Company Buffets maintained for that purpose pursuant to Section 10.0210.2, accompanied by written notice to the Company Buffets (which shall be substantially in the form set forth in Section 2.03and substance satisfactory to Buffets) at such office or agency that the Holder elects to convert such Security Note or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Securities 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 close opening of business on such Interest Payment Date shall (except in the case of Securities Notes or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company Buffets of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities Notes being surrendered for conversion. Subject to the provisions of Section 3.07 3.7 relating to the payment of Defaulted Interest by the CompanyBuffets, the interest payment with respect to a Security Note called for redemption on a Redemption Date 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 shall be payable on such Interest Payment Date to the Holder of such Security Note at the close of business on such Regular Record Date notwithstanding the conversion of such Security Note after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security Note need not include a payment of such interest payment amount upon surrender of such Security Note for conversion. Except as provided in the preceding sentence and subject to the final paragraph of Section 3.073.7, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities Notes surrendered for conversion or on account of any dividends on the Buffets Common Stock issued upon conversion. Securities Notes shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities Notes for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities Notes as Holders shall cease, and the Person or Persons entitled to receive the Buffets Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Buffets Common Stock at such time. As promptly as practicable on or after the conversion dateConversion Date, the Company Buffets shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Buffets Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.0313.3 In the case of any Note which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Note or Notes of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Note.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned Security to the Company or in blank, at any time during usual business hours at its office or agency of the Company maintained for that the purpose pursuant to Section 10.02as provided in this Indenture, accompanied by a fully executed written notice to the Company (which shall be notice, in substantially in the form set forth in Section 2.03) at such office or agency on the reverse of the Security, that the Holder elects to convert such Security oror a stated portion thereof constituting a multiple of $1,000 principal amount, and, if less than the entire principal amount thereof such Security is to be converted, the portion thereof to be converted. Securities surrendered for conversion during the period from between the close of business on any Regular Record Date and the opening of business on the next preceding any following Interest Payment Date to the close of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have and has not been called for redemption on a Redemption Date which occurs within such period) be , accompanied also 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 Securities the Security being surrendered for conversion, notwithstanding such conversion. Subject The Holder of any Security at the close of business on a Record Date will be entitled to receive the provisions of Section 3.07 relating to interest payable on such Security on the payment of Defaulted corresponding Interest by Payment Date notwithstanding the Company, the conversion thereof after such Record Date. The interest payment with respect to a Security Note called for redemption on a Redemption Date date during the period from the close of business on or after any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall be payable on such Interest Payment Date to the Holder of such Security at the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversion. Except as provided in the preceding sentence and subject to the final paragraph of Section 3.07, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day Business Day following the corresponding Interest Payment Date will be payable on the corresponding Interest Payment Date to the registered Holder at the close of surrender business on that Record Date (not withstanding the conversion of such Note before the corresponding Interest Payment Date) and a Holder who elects to convert need not include funds equal to the interest paid. Such notice of conversion shall also state the name or names (with address) in which the certificate or certificates for shares of Common Stock shall be issued. Securities surrendered for conversion shall (if reasonably required by the Company or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in accordance with form satisfactory to the foregoing provisionsCompany duly executed by, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person Holder or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such timehis attorney duly authorized in writing. As promptly as practicable on or after the conversion datereceipt of such notice and the surrender of such Security as aforesaid, the Company shall shall, subject to the provisions of Section 12.8 hereof, issue and shall deliver at such office or agency to such Holder, or on his written order, a certificate or certificates for the number of full shares of Common Stock issuable upon conversionon such conversion of Securities in accordance with the provisions of this Article XII and Cash, together with payment as provided in lieu Section 12.3 hereof, in respect of any fraction of a shareshare of Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date (herein called the "Date of Conversion") on which such Security shall have been surrendered as aforesaid, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become on the Date of Conversion the holder or holders of record of the shares represented thereby; provided, however, that any such surrender on any date when -------- ------- the stock transfer books of the Company shall be closed shall cause the person or persons in whose name or names the certificate or certificates for such shares are to be issued to be deemed to have become the recordholder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open but such conversion shall nevertheless be at the conversion price in effect at the close of business on the date when such Security shall have been so surrendered with the conversion notice. In the case of conversion of a portion, but less than all, of a Security, the Company shall as promptly as practicable execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a Security or Securities in the aggregate principal amount of the unconverted portion of the Security surrendered. Except as otherwise expressly provided in Section 14.03this Indenture, no payment or adjustment shall be made for interest accrued on any Security (or portion thereof) converted or for dividends or distributions on any Common Stock issued upon conversion of any Security.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security Note to be converted shall surrender deliver such SecurityNote, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.0210.2, accompanied by written a duly signed and completed notice to the Company (which shall be of conversion substantially in the form set forth in Section 2.03) at such office or agency 2.4 stating that the Holder elects to convert such Security Note or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Securities The conversion date will be the date on which the Note and the duly signed and completed notice of conversion are so delivered. Each Note surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date Period shall (except in the case of Securities any Note or portion thereof which is repurchasable on a Repurchase Date, occurring within such Record Date Period (including any Notes or portions thereof which have been called submitted for redemption repurchase on a Redemption Repurchase Date within such periodthat is a Regular Record Date or an Interest Payment Date, as the case may be)) 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 on such Interest Payment Date on the principal amount of Securities such Note (or part thereof, as the case may be) being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted The interest so payable on such Interest by the Company, the interest payment Payment Date with respect to a Security called for redemption any Note (or portion thereof, if applicable) which is repurchasable on a Redemption Date Repurchase Date, occurring, during the period from the close of business Record Date Period (including any Notes or portions thereof submitted for repurchase on any a Repurchase Date that is a Regular Record Date next preceding any or Interest Payment Date, as the case may be), which Note (or portion thereof, if applicable) is surrendered for conversion during the Record Date Period (or on the last Business Day prior to the Regular Record Date or Interest Payment Date in the case of any Note (or portion thereof, as the ease may be) submitted for repurchase on a Repurchase Date on such Regular Record Date or Interest Payment Date, as the case may be) shall be paid to the opening Holder of such Note as of such Regular Record Date in an amount equal to the interest that would have been payable on such Note if such Note had been converted as of the close of business on such Interest Payment Date shall be Date. The interest so payable on such Interest Payment Date in respect of any Note (or portion thereof, as the case may be) which is not eligible for repurchase on a Repurchase Date, occurring during the Record Date Period, which Note (or portion thereof, as the case may be) is surrendered for conversion during the Record Date Period, shall be paid to the Holder of such Security at Note as of such Regular Record Date in an amount equal to the interest that would have been payable on such Note if such Note had been converted as of the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and . Interest payable in respect of any Note surrendered for conversion on or after an Interest Payment Date shall be paid to the Holder converting such Security need not include a payment of such interest payment amount upon surrender Note as of such Security for the next preceding Regular Record Date, notwithstanding the exercise of the right of conversion. Except as provided in the preceding sentence this paragraph and subject to the final last paragraph of Section 3.073.7, no cash payment or adjustment shall be made upon any conversion on account of any interest accrued on from the Securities Interest Payment Date next preceding the conversion date, in respect of any Note (or part thereof, as the case may be) surrendered for conversion conversion, or on account of any dividends on the Common Stock issued upon conversion. Securities The Company's delivery to the Holder of the number of shares of Common Stock (and cash in lieu of fractions thereof, as provided in this Indenture) into which a Note is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Note. Notes shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities Notes for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities Notes as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency to the Trustee a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.03.11.3. The certificate shall then be sent by the Trustee to the Conversion Agent for delivery to the Holder. All shares of Common Stock delivered upon such conversion of Restricted Notes shall bear restrictive legends substantially in the form of the legends required to be set forth on the Restricted Notes pursuant to Section 3.5 and shall be subject to the restrictions on transfer provided in such legends. Neither the Trustee nor any agent maintained for the purpose of such conversion shall have any responsibility for the inclusion or content of any such restrictive legends on such Common Stock; provided, however, that the Trustee or any agent maintained for the purpose of such conversion shall have provided, to the Company or to the Company's transfer agent for such Common Stock, prior to or concurrently with a request to the Company to deliver such Common Stock, written notice that the Notes delivered for conversion are Restricted Notes. In the case of any Note which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Note or Notes of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Note. A Note may be converted in part, but only if the principal amount of such Note to be converted is any integral multiple of U.S. $1,000 and the principal amount of such note to remain Outstanding after such conversion is equal to U.S. $1,000 or any integral multiple of $1,000 in excess thereof. If shares of Common Stock to be issued upon conversion of a Restricted Note, or Notes to be issued upon conversion of a Restricted Note in part only, are to be registered in a name other than that of the beneficial owner of such Restricted Note, then such Holder must deliver to the Conversion Agent a Surrender Certificate, dated the date of surrender of such Restricted Note and signed by such beneficial owner, as to compliance with the restrictions on transfer applicable to such Restricted Note. Neither the Trustee nor any Conversion Agent, Registrar or Transfer Agent shall be required to register in a name other than that of the

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.021002, accompanied by written a duly signed conversion notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency 205 stating that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, converted the portion thereof to be converted. Securities Except as set forth below, each Security surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date Period shall (except in the case of Securities any Security or portions portion thereof which have has been called for redemption on a Redemption Date Date, or which is repurchasable on a Repurchase Date, occurring, in either case, within such periodRecord Date Period (including any Securities or portions thereof called for redemption on a Redemption Date that is a Regular Record Date or an Interest Payment Date, as the case may be)) 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 on such Interest Payment Date on the principal amount of Securities such Security (or part thereof, as the case may be) being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted The interest so payable on such Interest by the Company, the interest payment Payment Date with respect to a any Security (or portion thereof, if applicable) which has been called for redemption on a Redemption Date Date, or is repurchasable on a Repurchase Date, occurring, in either case, during the period from Record Date Period, which Security (or portion thereof, if applicable) is surrendered for conversion during such Record Date Period (or on the close of business on any last Business Day prior to the Regular Record Date next preceding any or Interest Payment Date in the case of any Security (or portion thereof, as the case may be) called for redemption on such Regular Record Date or Interest Payment Date, as the case may be), shall be paid to the opening Holder of such Security being converted in an amount equal to the interest that would have been payable on such Security if such Security had been converted as of the close of business on such Interest Payment Date shall be Date. The interest so payable on such Interest Payment Date in respect of any Security (or portion thereof, as the case may be) which has not been called for redemption on a Redemption Date, or is not eligible for repurchase on a Repurchase Date, occurring, in either case, during the Record Date Period, which Security (or portion thereof, as the case may be) is surrendered for conversion during such Record Date Period, shall be paid to the Holder of such Security at the close as of business on such Regular Record Date notwithstanding the Date. Interest payable in respect of any Security surrendered for conversion of such Security on or after such a Regular Record Date and prior to an Interest Payment Date shall be paid to the Holder of such Security as of such Regular Record Date. Interest payable in respect of any Security surrendered for conversion on or after a Regular Record Date and prior to an Interest Payment Date shall be paid to the Holder of such Security as of the next preceding Regular Record Date, notwithstanding the exercise of the right of conversion. Notwithstanding the foregoing, any Security surrendered for conversion (in whole or in part) prior to August 1, 2000 during the Record Date Period (except in the case of any Security or portion thereof which is repurchaseable on a Purchase Date occurring within such period) shall not be accompanied by an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security (or part thereof, as the case may be) being surrendered for conversion, and the Company shall pay to the Holder of such Security (or part thereof, as the case may be) as of such Regular Record Date in cash or in shares of Common Stock having a fair market value equal to the amount of such interest (such fair market value being determined based on the Closing Price Per Share of the Common Stock on the Business Day immediately preceding such Interest Payment Date). Except as provided in the preceding paragraph and subject to the last paragraph of Section 307, and the Holder converting such Security need not include a no cash payment of such interest payment amount or adjustment shall be made upon surrender of such Security for any conversion. Except as provided in the preceding sentence paragraph and subject to the final last paragraph of Section 3.07307, no cash payment or of adjustment shall be made upon any conversion on account of any interest accrued on from the Securities Interest Payment Date next preceding the conversion date, in respect of any Security (or part thereof, as the case may be) surrendered for conversion conversion, or on account of any dividends on the Common Stock issued upon conversion. The Company's delivery to the Holder of the number of shares of Common Stock (and cash in lieu of fractions thereof, as provided in this Indenture) into which a Security is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Security. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency to the Trustee, for delivery to the Holder, a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.031303. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in the aggregate principal amount equal to the unconverted portion of the principal amount of such Security. A Security may be converted in part, but only if the principal amount of such Security to be converted is any integral multiple of $1,000 and the principal amount of such security to remain Outstanding after such conversion is equal to $1,000 or any integral multiple of $1,00 in excess thereof.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security Series A Convertible Debenture to be converted shall surrender such SecuritySeries A Convertible Debenture, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.024.2 of the Indenture, accompanied by written notice to the Company (which shall be substantially of conversion in the form set forth in Section 2.03provided on the Series A Convertible Debenture (or such other notice as is acceptable to the Company) at such office or agency that the Holder elects to convert such Security Series A Convertible Debenture or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Series A Convertible Debentures issued as Registered Global Securities will be converted in accordance with the standing instructions and procedures of the Depositary and its participants. Series A Convertible Debentures surrendered for conversion during the period from the close of business on any Regular Record Date through and including the next preceding any Interest Payment Date to the close of business on such Interest Payment Date shall (except in the case of Securities Series A Convertible Debentures or portions thereof which have been called for redemption on a Redemption Date within occurring on or before such periodInterest Payment Date) 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 on such Interest Payment Date on the principal amount of Securities Series A Convertible Debentures being surrendered for conversion. Subject to the provisions of Section 3.07 2.13 of the Indenture relating to the payment of Defaulted Interest defaulted interest by the Company, the interest payment with respect to a Security Series A Convertible Debenture called for redemption on a Redemption Date during the period from the close of business on any Regular Record Date through and including the next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall be payable on such Interest Payment Date to the Holder of such Security Series A Convertible Debenture at the close of business on such Regular Record Date notwithstanding the conversion of such Security Series A Convertible Debenture after such Regular Record Date and on or prior to such Interest Payment Date, and the Holder converting such Security Series A Convertible Debenture need not include a payment of such interest payment amount upon surrender of such Security Series A Convertible Debenture for conversion. Except as provided in the preceding sentence and subject to the final paragraph of Section 3.07sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities Series A Convertible Debentures surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities Series A Convertible Debentures shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities Series A Convertible Debentures for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities Series A Convertible Debentures as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.036.3. In the case of any Series A Convertible Debenture which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Series A Convertible Debenture or Series A Convertible Debentures of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Series A Convertible Debenture.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned Security to the Company or in blank, Conversion Agent at any time during usual business hours at its office or agency of the Company maintained for that the purpose pursuant to Section 10.02as provided in this Indenture, accompanied by a fully executed written notice to the Company (which shall be notice, in substantially in the form set forth in Section 2.03) at such office on the reverse of or agency attached to the Security, that the Holder elects to convert such Security oror a stated portion thereof constituting a multiple of $1,000 in principal amount, and, if less than the entire principal amount thereof such Security is to be converted, the portion thereof to be converted. Securities surrendered for conversion during the period from between the close of business on any Regular Record Date next preceding any record date for such Security and the opening of business on the related Interest Payment Date to the close of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have and has not been called for redemption on a Redemption Date within such period) be , accompanied also by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the portion of the principal amount of Securities the Security being surrendered for conversion, notwithstanding such conversion. Subject The Holder of any Security at the close of business of a record date for such Security shall be entitled to receive the provisions of Section 3.07 relating to interest payable on such Security on the payment of Defaulted corresponding Interest by Payment Date notwithstanding the Company, the conversion thereof after such record date. The interest payment with respect to a Security called for redemption on a Redemption Date date during the period from the close of business on or after any Regular Record Date next preceding any Interest Payment Date record date for such Security to the opening close of business on such the Business Day following the corresponding Interest Payment Date shall be payable on such the corresponding Interest Payment Date to the Holder of such Security at the close of business on such Regular Record Date of that record date (notwithstanding the conversion of such Security after such Regular Record Date and prior to such before the corresponding Interest Payment Date), and the a Holder converting such Security who elects to convert need not include a payment of such interest payment amount upon surrender of such Security for conversion. Except as provided in the preceding sentence and subject funds equal to the final paragraph interest paid. Such notice shall also state the name or names (and address) in which the certificate or certificates for shares of Section 3.07, no payment or adjustment Common Stock shall be made upon any conversion on account issued (or to whom payment in cash in lieu of any interest accrued on the Common Stock shall be made). Securities surrendered for conversion shall (if so required by the Company or on account the Conversion Agent) be duly endorsed by, or be accompanied by a written instrument or instruments of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior transfer in form satisfactory to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, Company and the Person Conversion Agent duly executed by, the Holder or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such timehis attorney duly authorized in writing. As promptly as practicable on or after the conversion datereceipt of such notice and the surrender of such Security as aforesaid, the Company shall shall, subject to the provisions of Section 1707, issue and shall deliver at such office or agency to such Holder, or on his written order, a certificate or certificates for the number of full shares of Common Stock issuable upon conversionon conversion of such Security in accordance with the provisions of such Security and cash, together with payment as provided in lieu Section 1703, in respect of any fraction of a shareshare of Common Stock otherwise issuable upon such conversion or, if so provided in a Board Resolution, Officer’s Certificate or executed supplemental indenture referred to in Sections 201 and 301 by or pursuant to which the form and terms of the Securities of such series were established, cash in lieu of shares of Common Stock. Such conversion shall be at the Conversion Price in effect, and shall be deemed to have been effected, immediately prior to the close of business on the date (herein called the “Date of Conversion”) on which such notice in proper form shall have been received by the Conversion Agent and such Security shall have been surrendered as aforesaid, and the Person or Persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable, if any, upon such conversion shall be deemed to have become on the Date of Conversion the holder or holders of record of the shares represented thereby; provided, however, that any such surrender on any date when the stock transfer books of the Company shall be closed shall constitute the Person or Persons in whose name or names the certificate or certificates for such shares are to be issued, if any, as the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open but such conversion shall nevertheless be at the Conversion Price in effect at the close of business on the date when such Security shall have been so surrendered with the conversion notice in proper form. In the case of conversion of a portion, but less than all, of a Security, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a Security or Securities in the aggregate principal amount of the unconverted portion of the Security surrendered. Except as otherwise expressly provided in Section 14.03this Indenture, no payment or adjustment shall be made for interest accrued on any Security (or portion thereof) converted or for dividends or distributions on any Common Stock issued upon conversion of any Security. The right, if any, of a Holder of any Security to cause the Company to redeem, purchase or repay such Security shall terminate upon receipt by the Company of any notice of conversion of such Security.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security Note to be converted shall surrender such SecurityNote, duly endorsed or assigned to the Company or in blank, at any office or agency the Corporate Trust Office of the Company maintained for that purpose pursuant to Section 10.02Trustee, located at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attn: Corporate Trust Administration, accompanied by a duly signed and completed written notice to the Company (which shall be substantially in at the form set forth in Section 2.03) at such office or agency Corporate Trust Office that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be convertedNote. Securities Holders of Notes surrendered for conversion during the period from the close of business on any Regular Record Date next immediately preceding any Interest Payment Date to the close opening of business on such Interest Payment Date shall (except in the case of Securities Notes or portions thereof which have been called for redemption or in respect of which the Repurchase Notice delivered by the Holder has not been withdrawn, the conversion rights of which would terminate during the period between such Record Date and the close of business on a Redemption such Interest Payment Date) be entitled to receive the interest payable on such Interest Payment Date within on the principal amount of Notes being surrendered for conversion. Such Notes surrendered for conversion during the period from the close of business on any Record Date immediately preceding any Interest Payment Date to the opening of business on such periodInterest Payment Date shall (except in the case of Notes or portions thereof which have been called for redemption or in respect of which the Repurchase Notice delivered by the Holder has not been withdrawn, the conversion rights of which would terminate during the period between such Record Date and the close of business on such Interest Payment Date) be accompanied by payment in immediately available funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities Notes being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company, the interest payment with respect to a Security called for redemption on a Redemption Date 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 shall be payable on such Interest Payment Date to the Holder of such Security at the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversion. Except as provided in the preceding sentence and subject to the final paragraph of Section 3.07set forth above, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities Notes surrendered for conversion from the Interest Payment Date preceding the day of conversion, or on account of any dividends on the Common Stock issued upon conversion. Securities In addition, Holders shall not be entitled to receive any dividends payable to holders of Common Stock as of any record date before the close of business on the conversion date. Notes shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities Notes for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities Notes as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver to the Trustee at such office or agency its Corporate Trust Office a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a shareshare thereof, as provided in Section 14.032.4 hereof, and the Trustee shall forward such certificate or certificates at the addresses set forth in the written notices sent to the Company by the Holders electing to convert their Notes.

Exercise of Conversion Privilege. In order to exercise the conversion privilegeprivilege with respect to any Security or portion thereof, the Holder of any Security to be converted or any other person acting on its behalf shall surrender such Security, duly endorsed or assigned to the Company or in blank, blank at any office or agency of the Company maintained for that purpose pursuant to Section 10.02, accompanied by written a duly signed conversion notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency Annex A stating that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Securities Alternatively, if such security is represented by a Global Security, conversion may be effected by written order given to the Trustee in accordance with the Applicable Procedures. Each Security surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date shall (except in the case of Securities whole or portions thereof which have been called for redemption on a Redemption Date within such periodin part) 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 Securities being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company, the interest payment with respect to a Security called for redemption on a Redemption Date 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 shall (except in the case of any Security or portion thereof which has been called for redemption on a Redemption Date or repurchase on a Repurchase Date and, as a result, the right to convert such Security with respect to which redemption or repurchase rights have been exercised would terminate during such period) 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 on such Interest Payment Date on the principal amount of such Security (or part thereof as the case may be) being surrendered for conversion. The interest so payable on such Interest Payment Date in respect of such Security (or portion thereof, as the case may be) surrendered for conversion shall be paid to the Holder of such Security at the close as of business on such Regular Record Date. Interest payable in respect of any Security surrendered for conversion on or after an Interest Payment Date notwithstanding shall be paid to the conversion Holder of such Security after such as of the next preceding Regular Record Date and prior to such Interest Payment Date, and notwithstanding the Holder converting such Security need not include a payment exercise of such interest payment amount upon surrender the right of such Security for conversion. Except as provided in the preceding sentence this paragraph and subject to the final last paragraph of Section 3.073.07 and to Section 11.06, no cash payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any cash dividends on the Common Stock issued upon conversion or, unless such Security has been called for redemption, if the date of conversion is not an Interest Payment Date, on account of any interest accrued from the Interest Payment Date next preceding the conversion date, in respect of any Security (or part thereof, as the case may be) surrendered for conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such timetime (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date). As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver deliver, out of its authorized but previously unissued (or, in the case of treasury stock of the Company, validly issued) shares of Common Stock, at the office of such office or agency Conversion Agent a certificate or certificates for the number of full shares of newly issued Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.0312.03. All Common Stock delivered upon such conversion of Restricted Securities shall bear the Restricted Common Stock Legend and shall be subject to the restrictions on transfer provided in such legend. Neither the Trustee nor any agent maintained for the purpose of such conversion shall have any responsibility for the inclusion or content of any such restrictive legend on such Common Stock; provided, however, that the Trustee or any agent maintained for the purpose of such conversion shall have provided, to the Company or to the Company's transfer agent for such Common Stock, prior to or concurrently with a request to the Company to deliver to such agent maintained for the purpose of such conversion certificates for such Common Stock, written notice that the Securities delivered for conversion bear the Restricted Securities Legend. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Security. If Common Stock to be issued upon conversion of a Security, or Securities to be issued upon conversion of a Security in part only, are to be registered in a name other than that of the Holder of such Security, the Security Registrar shall, prior to the conversion of such Security, record in the Security Register the transfer of that portion of the Security to be so converted in the name of the person in whose name such Common Stock or Securities are to be registered.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Convertible Security to be converted shall surrender such Security, duly endorsed or assigned Convertible Security to the Company or in blank, Conversion Agent at any time during usual business hours at its office or agency of the Company maintained for that the purpose pursuant to Section 10.02as provided in this Indenture, accompanied by a fully executed written notice to the Company (which shall be notice, in substantially in the form set forth in Section 2.03) at such office or agency on the reverse of the Convertible Security, that the Holder elects to convert such Convertible Security oror a stated portion thereof constituting a multiple of $1,000 in principal amount, and, if less than the entire principal amount thereof such Convertible Security is to be converted, the portion thereof to be converted. Securities surrendered for conversion during the period from between the close of business on any Regular Record Date next preceding any record date for such Convertible Security and the opening of business on the related Interest Payment Date to the close of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have and has not been called for redemption on a Redemption Date redemption date within such period) be period (or on such interest payment date), accompanied also 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 of the principal amount of Securities the Convertible Security being surrendered for conversion. Subject Such notice shall also state the name or names (and address) in which the certificate or certificates for shares of Common Stock shall be issued (or to whom payment in cash in lieu of Common Stock shall be made). Securities surrendered for conversion shall (if so required by the Company or the Conversion Agent) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Conversion Agent duly executed by, the Holder or his attorney duly authorized in writing. As promptly as practicable after the receipt of such notice and the surrender of such Convertible Security as aforesaid, the Company shall, subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company4.07, the interest payment with respect to a Security called for redemption on a Redemption Date 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 shall be payable on such Interest Payment Date to the Holder of such Security at the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversion. Except as provided in the preceding sentence and subject to the final paragraph of Section 3.07, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency to such Holder, or on his written order, a certificate or certificates for the number of full shares of Common Stock issuable upon conversionon conversion of such Convertible Security in accordance with the provisions of such Convertible Security and cash, together with payment as provided in lieu Section 4.03, in respect of any fraction of a shareshare of Common Stock otherwise issuable upon such conversion or, if so provided in a Board Resolution, Officers' Certificate or executed supplemental indenture referred to in Section 3.01 by or pursuant to which the form and terms of the Convertible Securities of such series were established, cash in lieu of shares of Comon Stock. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date (herein called the "Date of Conversion") on which such notice in proper form shall have been received by the Conversion Agent and such Security shall have been surrendered as aforesaid, and the Person or Persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable, if any, upon such conversion shall be deemed to have become on the Date of Conversion the holder or holders of record of the shares represented thereby; provided, however, that any such surrender on any date when the stock transfer books of the Company shall be closed shall constitute the Person or Persons in whose name or name the certificate or certificates for such shares are to be issued, if any, as the recordholder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open but such conversion shall nevertheless be at the Conversion Price in effect at the close of business on the date when such Security shall have been so surrendered with the conversion notice in proper form. In the case of conversion of a portion, but less than all, of a Convertible Security, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a Convertible Security or Securities in the aggregate principal amount of the unconverted portion of the Convertible Security surrendered. Except as otherwise expressly provided in Section 14.03this Indenture, no payment or adjustment shall be made for interest accrued on any Convertible Security (or portion thereof) converted or for dividends or distributions on any Common Stock issued upon conversion of any Convertible Security. The right, if any, of a Holder of any Convertible Security to cause the Company to redeem, purchase or repay such Convertible Security shall terminate upon receipt by the Company of any notice of conversion of such Convertible Security.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.029.2, accompanied by written a duly signed conversion notice to the Company (which shall be ----------- substantially in the form set forth in Section 2.03) at such office or agency 2.4 stating that the Holder ----------- elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Securities Each Security surrendered for conversion (in whole or in part) during the period from the close of business on any Regular a Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date Period shall (except in the case of Securities any Security or portions portion thereof which have has been called for redemption on a Redemption or repurchase if the Holder's conversion right would terminate because of the redemption or repurchase during the Record Date within such periodPeriod) 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 on such Interest Payment Date on the principal amount of Securities such Security (or part thereof, as the case may be) being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted The interest payable on an Interest by the Company, the interest payment Payment Date with respect to a any Security called (or portion thereof, if applicable) which is surrendered for redemption on a Redemption Date conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date Period corresponding to the opening of business on such Interest Payment Date Date, shall be payable on such Interest Payment Date paid to the Holder of such Security at as of the close of business on such Regular Record Date notwithstanding for such Interest Payment Date in an amount equal to the interest that would have been payable on such Security if such Security (or a portion thereof) had not been converted. Interest payable in respect of any Security surrendered for conversion on an Interest Payment Date shall be paid to the Holder of such Security after such as of the next preceding Regular Record Date and prior to such Interest Payment Date, and notwithstanding the Holder converting such Security need not include a payment exercise of such interest payment amount upon surrender the right of such Security for conversion. Except as provided in the preceding sentence this paragraph and subject to the final last paragraph of Section 3.073.7, no cash payment or adjustment shall be made upon any conversion on ----------- account of any interest accrued on from the Securities Interest Payment Date next preceding the conversion date, in respect of any Security (or part thereof, as the case may be) surrendered for conversion conversion, or on account of any dividends on the Common Stock issued upon conversion. The Company's delivery to the Holder of the number of shares of Common Stock (and cash in lieu of fractions thereof, as provided in this Indenture) into which a Security is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Security. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency to the Trustee, for delivery to the Holder (unless a different Person is indicated on the Conversion Notice), a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.0311.3. ------------ In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and make available for delivery to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Security. A Security may be converted in part, but only if the principal amount of such Security to be converted is any integral multiple of U.S.$1,000 and the principal amount of such security to remain Outstanding after such conversion is equal to U.S.$1,000 or any integral multiple of U.S.$1,000 in excess thereof.

Exercise of Conversion Privilege. In order to exercise the conversion privilegeprivilege with respect to any Security or portion thereof, the Holder of any Security to be converted or any other person acting on its behalf shall surrender such Security, duly endorsed or assigned to the Company or in blank, blank at any office or agency of the Company maintained for that purpose pursuant to Section 10.0211.2, accompanied by written a duly signed conversion notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency Annex A stating that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Securities Alternatively, if such security is represented by a Global Security, conversion may be effected by written order given to the Trustee in accordance with the applicable procedures of the Depositary then in effect. Each Security surrendered for conversion (in whole or in part) during the period from the close of business on any Regular a Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date Period shall (except in the case of Securities any Security or portions portion thereof which have has been called for redemption on a Redemption Date or repurchase on a Repurchase Date occurring within such period) 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 on such the Interest Payment Date relating to such Record Date Period on the principal amount of Securities such Security being surrendered for conversion. Subject , and the interest payable in respect of such Security on such Interest Payment Date shall be paid to the provisions Holder of Section 3.07 the such Security as of the Regular Record Date relating to such Record Date Period. The interest payable on such Interest Payment Date with respect to any Security which has been called for redemption on a Redemption Date, or is repurchaseable on a Repurchase Date, occurring, in either case, during a Record Date Period, which Security is surrendered for conversion during such Record Date Period, shall be paid to the Holder of such Security being converted in an amount equal to the interest that would have been payable on such Security if such Security had been converted as of the close of business on such Interest Payment Date. Interest payable in respect of any Security surrendered for conversion on or after an Interest Payment Date shall be paid to the Holder of such Security as of the next preceding Regular Record Date, notwithstanding the exercise of the right of conversion. Holders that surrender Securities for conversion on a date that is not an Interest Payment Date will not receive any interest for the period from the Interest Payment Date next preceding the date of conversion to the date of conversion or for any later period, even if the Securities are surrendered after a notice of redemption (except for the payment of Defaulted Interest by the Company, the interest payment with respect to a Security on Securities called for redemption on a Redemption Date during or to be repurchased on a Repurchase Date between a Regular Record Date and the period from Interest Payment Date to which it relates). No other payment or adjustment for interest, or for any dividends in respect of Common Stock, will be made upon conversion. Holders of shares of Common Stock issued upon conversion will not be entitled to receive any dividends payable to holders of shares of Common Stock as of any record time before 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 shall be payable on such Interest Payment Date to the Holder of such Security at the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversion. Except as provided in the preceding sentence and subject to the final paragraph of Section 3.07, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversiondate. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver deliver, out of its authorized but previously unissued shares of Common Stock, at the office of such office or agency Conversion Agent a certificate or certificates for the number of full shares of newly issued Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.0313.3. All shares of Common Stock delivered upon such conversion of Restricted Securities shall bear a restrictive legend substantially in the form of the legend required to be set forth on the Restricted Securities pursuant to Section 2.2 and shall be subject to the restrictions on transfer provided in such legend. Neither the Trustee nor any agent maintained for the purpose of such conversion shall have any responsibility for the inclusion or content of any such restrictive legend on such Common Stock; provided, however, that the -------- ------- Trustee or any agent maintained for the purpose of such conversion shall have provided, to the Company or to the Company's transfer agent for such Common Stock, prior to or concurrently with a request to the Company to deliver to such agent maintained for the purpose of such conversion certificates for such Common Stock, written notice that the Securities delivered for conversion are Restricted Securities. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Security. A Security may be converted in part, but only if the principal amount of such Security to be converted is any integral multiple of $1,000 and the principal amount of such security to remain outstanding after such conversion is equal to $1,000 or any integral multiple of $1,000 in excess thereof. If shares of Common Stock to be issued upon conversion of a Security, or Securities to be issued upon conversion of a Security in part only, are to be registered in a name other than that of the Holder of such Security, the Security Registrar shall, prior to the conversion of such Security, record in the Security Register the transfer of that portion of the Security to be so converted in the name of the person in whose name such Common Stock or Securities are to be registered.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of maintained by the Company maintained for that purpose pursuant to Section 10.021002, accompanied by written notice to the Company (which shall be substantially in the form set forth in Section 2.03on the reverse of the Securities) at such office or agency that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. 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 close opening of business on such Interest Payment Date shall (except in the case of for Securities or portions thereof which have been whose Maturity is prior to such Interest Payment Date and Securities called for redemption on a Redemption Date within such period) 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 on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company, the interest payment with respect to a Security called for redemption on a Redemption Date 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 shall be payable on such Interest Payment Date to the Holder of such Security at the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversion. Except as provided in the preceding sentence and subject to the final fourth paragraph of Section 3.07307, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the last day prior to the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.031203. In the case of any Security which is converted in part only, upon such conversion the Company shall execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security.

Exercise of Conversion Privilege. In order to exercise the conversion privilegeprivilege with respect to any Security or portion thereof, the Holder of any Security to be converted or any other person acting on its behalf shall surrender such Security, duly endorsed or assigned to the Company or in blank, blank at any office or agency of the Company maintained for that purpose pursuant to Section 10.021002, accompanied by written a duly signed conversion notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency Annex A stating that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Securities Alternatively, if such security is represented by a Book-Entry Security, conversion may be effected by written order given to the Trustee in accordance with the applicable procedures of the Depositary then in effect. Each Security surrendered for conversion (in whole or in part) during the period from the close of business on any Regular a Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date Period shall (except in the case of Securities any Security or portions portion thereof which have has been called for redemption on a Redemption Date or repurchase on a Repayment Date occurring within such period) 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 on such the Interest Payment Date relating to such Record Date Period on the principal amount of Securities such Security being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company, and the interest payment with payable in respect to a of such Security called for redemption on a Redemption Date 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 shall be paid to the Holder of the such Security as of the Regular Record Date relating to such Record Date Period. The interest payable on such Interest Payment Date with respect to any Security which has been called for redemption on a Redemption Date, or is repurchaseable on a Repayment Date, occurring, in either case, during a Record Date Period, which Security is surrendered for conversion during such Record Date Period, shall be paid to the Holder of such Security at being converted in an amount equal to the interest that would have been payable on such Security if such Security had been converted as of the close of business on such Regular Record Interest Payment Date. Interest payable in respect of any Security surrendered for conversion on or after an Interest Payment Date notwithstanding shall be paid to the conversion Holder of such Security after such as of the next preceding Regular Record Date and prior to such Interest Payment Date, and notwithstanding the Holder converting such Security need not include a payment exercise of such interest payment amount upon surrender the right of such Security for conversion. Except as provided in the preceding sentence and subject to the final paragraph of Section 3.07, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities Any Security surrendered for conversion or on account of any dividends on in accordance with the Common Stock issued upon conversion. Securities foregoing provisions shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisionssurrender, and at such time the rights of the Holders Holder of such Securities Security as Holders a Holder shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver deliver, out of its authorized but previously unissued shares of Common Stock, at the office of such office or agency Conversion Agent a certificate or certificates for the number of full shares of newly issued Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.031503. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Security. A Security may be converted in part, but only if the principal amount of such Security to be converted is any integral multiple of $1,000 and the principal amount of such security to remain outstanding after such conversion is equal to $1,000 or any integral multiple of $1,000 in excess thereof. If shares of Common Stock to be issued upon conversion of a Security, or Securities to be issued upon conversion of a Security in part only, are to be registered in a name other than that of the Holder of such Security, the Security Registrar shall, prior to the conversion of such Security, record in the Security Register the transfer of that portion of the Security to be so converted in the name of the person in whose name such Common Stock or Securities are to be registered.

Exercise of Conversion Privilege. In order Beneficial owners of interests in a Global Security may exercise their right of conversion by delivering to exercise the Depositary the appropriate instruction form for conversion pursuant to the Depositary's conversion program and, in the case of conversions through Euroclear or Cedel, in accordance with Euroclear's or Cedel's normal operating procedures. To convert a Certificated Security into shares of Common Stock, a Holder must (i) complete and manually sign the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.02, accompanied by written notice to the Company (which shall be substantially in the form set forth in Section 2.032.4 on the back of the Certificated Security (or complete and manually sign a facsimile thereof) and deliver such notice to the office of a Conversion Agent, (ii) surrender the Certificated Security to such Conversion Agent, (iii) if required, furnish appropriate endorsements and transfer documents, (iv) if required, pay all transfer or similar taxes, and (v) if required, pay funds equal to interest payable on the next Interest Payment Date. The date on which all of the foregoing requirements have been satisfied is the date of surrender for conversion. Notes surrendered for conversion, in whole or in part, shall be forwarded promptly by the Conversion Agent to the Trustee for cancellation. The Company shall execute and the Trustee shall authenticate and deliver a new Security or Securities in principal equal to the unconverted portion of Notes so surrendered. The Conversion Agent will deliver promptly to the Paying Agent in New York, New York all funds collected representing interest payable on a Security converted when required pursuant hereto. The Trustee shall promptly deliver to the Company and the Company's Common Stock transfer agent notification of such notice of conversion at such the address described in Section 1.5. Such notice of conversion can be obtained from the Trustee at the Corporate Trust Office or the office of any Conversion Agent. Each Security, or agency that the Holder elects to convert such Security orbeneficial interest therein, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Securities surrendered for conversion will be converted into Common Stock in registered form. Each Security, or beneficial interest therein, surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the close opening of business on such the next succeeding Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) 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 on such Interest Payment Date on the principal amount of Securities such Security (or part thereof, as the case may be) being surrendered for conversion. Subject The interest so payable on such Interest Payment Date in respect of any Security (or portion thereof, as the case may be), which Security (or portion thereof, as the case may be) is surrendered for conversion during such period, shall be paid to the provisions Holder of Section 3.07 relating to the such Security as of such Regular Record Date. No cash payment or adjustment shall be made on conversion of Defaulted Interest by the Company, the interest payment with respect to a Security called for redemption interest accrued thereon from the Interest Payment Date next preceding the date of conversion or for dividends on the Common Stock issued on conversion thereof subject only (i), in the case of a Redemption Date during the period from conversion after the close of business on any Regular Record Date and prior to the next preceding any succeeding Interest Payment Date Date, to the opening obligation of business on the Holder to pay to the Company an amount equal to the accrued interest in respect of such Interest Payment Date shall be payable on Security as provided in Section 2.2 and the obligation of the Company to pay such Interest Payment Date accrued interest to the Holder of such Security at (or any Predecessor Security) of record on the close of business on such Regular Record Date notwithstanding the conversion of next preceding such Security after such Regular Record Interest Payment Date and prior to such (ii) in the case of a conversion on an Interest Payment Date, and the obligation of 85 95 the Company to pay to the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversion(or any Predecessor Security) of record on the Regular Record Date next preceding such Interest Payment Date interest accrued thereon from such next preceding Interest Payment Date. Except The Company's delivery to the Holder of the number of shares of Common Stock (and cash in lieu of fractions thereof, as provided in this Indenture) into which a Security is convertible will be deemed to satisfy the preceding sentence and subject Company's obligation to pay the final paragraph principal amount of Section 3.07, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversionSecurity. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion conversion, in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the shares of Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency to the Trustee, for delivery to the Holder, a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.0312.3. All shares of Common Stock delivered upon such conversion of Securities that are Restricted Securities shall, if required, bear a restricted securities legend, substantially to the same effect as the Restricted Securities Legends, and shall be subject to the restrictions on transfer provided in such legend. Neither the Trustee nor any agent maintained for the purpose of such conversion shall have any responsibility for the inclusion or content of any such restricted securities legends on such shares of Common Stock; provided, however, that the Trustee or Conversion Agent shall have provided, to the Company or to the Security Registrar for such shares of Common Stock, prior to or concurrently with a request to the Company to deliver such shares of Common Stock, written notice that the Securities delivered for conversion are Restricted Securities. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Security. A Security may be converted in part, but only if the principal amount of such Security to be converted is any integral multiple of U.S.$1,000 and the principal amount of such security to remain Outstanding after such conversion is equal to U.S.$1,000 or any integral multiple thereof.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.02, accompanied by written notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. 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 close opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in legal tender or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company, the interest payment with respect to a Security called for redemption on a Redemption Date 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 shall be payable on such Interest Payment Date to the Holder of such Security at the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversion. Except as provided in the preceding sentence and subject to the final last paragraph of Section 3.07, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.0315.04. In the case of any Security of a series which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of such series of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.024.04, accompanied by written notice to the Company (which shall be substantially in the form set forth in Section 2.03the form of Security) at such office or agency or, if applicable, by notice in accordance with specified procedures that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. 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 close opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date redemption date within such period) 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 on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company; provided, the interest payment with respect to however, that a Security called surrendered for redemption conversion on a Redemption Date during the period from the close of business on any Regular Record Date next preceding any an Interest Payment Date to need not be accompanied by a payment, and interest on the opening principal amount of business the Securities being converted will be paid on such Interest Payment Date shall be payable on such Interest Payment Date Date, to the Holder of such Security at on the close of business on such Regular immediately preceding Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversion. Except as provided in the preceding sentence and subject to the final paragraph of Section 3.07Securities, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. All Securities converted in accordance with the provisions of this Article 11 are, and shall be deemed to have been converted immediately prior been, transferred to or for the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights account of the Holders Company. In the case of any Security which is converted in part only, upon such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion dateconversion, the Company shall issue execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.03Security.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.0210.2, accompanied by written a duly signed conversion notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency 2.4 stating that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Securities Each Security surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date Period shall (except in the case of Securities any Security or portions portion thereof which have has been called for redemption on a Redemption Date Date, or is repurchasable on a Repurchase Date, occurring, in either case, within such periodRecord Date Period and, as a result, the right to convert such Security would otherwise terminate in such period if not exercised) 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 on such Interest Payment Date on the principal amount of Securities such Security (or part thereof, as the case may be) being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted The interest so payable on such Interest by the Company, the interest payment Payment Date with respect to a any Security called (or portion thereof, if applicable) that is surrendered for redemption on a Redemption Date conversion during the period from Record Date Period shall be paid to the close Holder of business on any such Security as of such Regular Record Date next preceding any Interest Payment Date in an amount equal to the opening interest that would have been payable on such Security if such Security had been converted as of the close of business on such Interest Payment Date shall be Date. Interest payable on any Interest Payment Date in respect of any Security surrendered for conversion on or after such Interest Payment Date shall be paid to the Holder of such Security at as of the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to next preceding such Interest Payment Date, and notwithstanding the Holder converting such Security need not include a payment exercise of such interest payment amount upon surrender the right of such Security for conversion. Except as provided in the preceding sentence this paragraph and subject to the final last paragraph of Section 3.073.7, no cash payment or adjustment shall be made upon any conversion on account of any interest accrued on from the Securities Interest Payment Date next preceding the conversion date, in respect of any Security (or part thereof, as the case may be) surrendered for conversion conversion, or on account of any dividends on the Common Stock issued upon conversion. The Company's delivery to the Holder of the number of shares of Common Stock (and cash in lieu of fractions thereof, as provided in this Indenture) into which a Security is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Security. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As -77- promptly as practicable on or after the conversion dateConversion Date, the Company shall issue and shall deliver at such office or agency to the Trustee, for delivery to the Holder (unless a different Person is indicated on the Conversion Notice), a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.0312.3. All shares of Common Stock delivered upon such conversion of Restricted Securities shall bear restrictive legends substantially in the form of the legends required to be set forth on the Restricted Securities pursuant to Section 3.5 and shall be subject to the restrictions on transfer provided in such legends. Neither the Trustee nor any agent maintained for the purpose of such conversion shall have any responsibility for the inclusion or content of any such restrictive legends on such Common Stock; PROVIDED, HOWEVER, that the Trustee or any agent maintained for the purpose of such conversion shall have provided, to the Company or to the Company's transfer agent for such Common Stock, prior to or concurrently with a request to the Company to deliver such Common Stock, written notice that the Securities delivered for conversion are Restricted Securities. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Security. A Security may be converted in part, but only if the principal amount of such Security to be converted is any integral multiple of $1,000 and the principal amount of such security to remain Outstanding after such conversion is equal to $1,000 or any integral multiple of $1,000 in excess thereof. If shares of Common Stock to be issued upon conversion of a Restricted Security, or Securities to be issued upon conversion of a Restricted Security in part only, are to be registered in a name other than that of the beneficial owner of such Restricted Security, then such Holder must deliver to the Conversion Agent a Surrender Certificate, dated the date of surrender of such Restricted Security and signed by such beneficial owner, as to compliance with the restrictions on transfer applicable to such Restricted Security. Neither the Trustee nor any Conversion Agent, Registrar or Transfer Agent shall be required to register in a name other than that of the beneficial owner, shares of Common Stock or Securities issued upon conversion of any such Restricted Security not so accompanied by a properly completed Surrender Certificate.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of maintained by the Company maintained for that purpose pursuant to Section 10.02, accompanied by by (a) written notice to the Company (which shall be substantially in the form as set forth in Section 2.032.05 herein) to the Company at such office or agency that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be convertedconverted and (b) if shares or any portion of such Security not to be converted are to be issued in the name of a Person other than the Holder thereof, and the restrictions on transfer of such Security set forth in the first paragraph of Section 2.02 remain in effect, a certification of the Holder as to compliance with such restrictions (as set forth in Section 2.06). If the restrictions on transfer of a Security set forth in the first paragraph of Section 2.02 remain in effect, all shares of Common Stock delivered upon conversion thereof shall bear a restrictive legend substantially in the form of such paragraph. Except as described in the last paragraph of Section 3.07, no Holder of Securities will be entitled upon conversion thereof to any payment or adjustment on account of accrued and unpaid interest thereon (although such accrued and unpaid interest will be deemed paid by the appropriate portion of the Common Stock received by the holders upon such conversion) or on account of dividends on the shares of Common Stock issued in connection therewith. Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any to the opening of business on the corresponding Interest Payment Date to the close of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such periodperiod between and including such Regular Record Date and such Interest Payment Date) must be accompanied by payment to the Company in New York Clearing House Funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company, the interest payment with respect to a Security called for redemption on a Redemption Date 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 shall be payable on such Interest Payment Date to the Holder of such Security at the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversion. Except as provided in the preceding sentence and subject to the final paragraph of Section 3.07, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversionconverted. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, share as provided in Section 14.0313.03. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security. Any requirements for notice, surrender or delivery of Securities pursuant to this Article XIII shall, with respect to any Global Security, be subject to any Applicable Procedures.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned Security to the Company or in blank, Conversion Agent at any time during usual business hours at its office or agency of the Company maintained for that the purpose pursuant to Section 10.02as provided in this Indenture, accompanied by a fully executed written notice to the Company (which shall be notice, in substantially in the form set forth in Section 2.03) at such office on the reverse of or agency attached to the Security, that the Holder elects to convert such Security oror a stated portion thereof constituting a multiple of $1,000 in principal amount at Maturity, and, if less than the entire principal amount thereof such Security is to be converted, the portion thereof to be converted. Securities surrendered for conversion during the period from between the close of business on any Regular Record Date next preceding any for such Security and the opening of business on the related Interest Payment Date to the close of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have and has not been called for redemption on a Redemption Date within such period) be , accompanied also by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the portion of the principal amount of Securities the Security being surrendered for conversion, notwithstanding such conversion. Subject The Holder of any Security at the close of business of a record date for such Security shall be entitled to receive the provisions of Section 3.07 relating to interest payable on such Security on the payment of Defaulted corresponding Interest by Payment Date notwithstanding the Company, the conversion thereof after such record date. The interest payment with respect to a Security called for redemption on a Redemption Date date during the period from the close of business on or after any Regular Record Date next preceding any Interest Payment Date record date for such Security to the opening close of business on such the Business Day following the corresponding Interest Payment Date shall be payable on such the corresponding Interest Payment Date to the Holder of such Security at the close of business on such Regular Record Date of that record date (notwithstanding the conversion of such Security after such Regular Record Date and prior to such before the corresponding Interest Payment Date), and the a Holder converting such Security who elects to convert need not include a payment of such interest payment amount upon surrender of such Security for conversion. Except as provided in the preceding sentence and subject funds equal to the final paragraph interest paid. Such notice shall also state the name or names (and address) in which the certificate or certificates for shares of Section 3.07, no payment or adjustment Common Stock shall be made upon any conversion on account issued (or to whom payment in cash in lieu of any interest accrued on the Common Stock shall be made). Securities surrendered for conversion shall (if so required by the Company or on account the Conversion Agent) be duly endorsed by, or be accompanied by a written instrument or instruments of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior transfer in form satisfactory to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, Company and the Person Conversion Agent duly executed by, the Holder or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such timehis attorney duly authorized in writing. As promptly as practicable on or after the conversion datereceipt of such notice and the surrender of such Security as aforesaid, the Company shall shall, subject to the provisions of Section 1707, issue and shall deliver at such office or agency to such Holder, or on his written order, a certificate or certificates for the number of full shares of Common Stock issuable upon conversionon conversion of such Security in accordance with the provisions of such Security and cash, together with payment as provided in lieu Section 1703, in respect of any fraction of a shareshare of Common Stock otherwise issuable upon such conversion or, if so provided in a Board Resolution, Officer's Certificate or executed supplemental indenture referred to in Sections 201 and 301 by or pursuant to which the form and terms of the Securities of such series were established, cash in lieu of shares of Common Stock. Such conversion shall be at the Conversion Price in effect, and shall be deemed to have been effected, immediately prior to the close of business on the date (herein called the "Date of Conversion") on which such notice in proper form shall have been received by the Conversion Agent and such Security shall have been surrendered as aforesaid, and the Person or Persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable, if any, upon such conversion shall be deemed to have become on the Date of Conversion the holder or holders of record of the shares represented thereby; provided, however, that any such surrender on any date when the stock transfer books of the Company shall be closed shall constitute the Person or Persons in whose name or names the certificate or certificates for such shares are to be issued, if any, as provided in Section 14.03.the record holder or holders thereof for all purposes at the opening of business on

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security Note to be converted shall surrender such SecurityNote, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.024.02, accompanied by written a duly signed conversion notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency Exhibit A stating that the Holder elects to convert such Security Note or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Securities Each Note surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date Period shall (except in the case of Securities any Note or portions portion thereof which have has been called for redemption on a Redemption Date occurring within such Record Date Period and, as a result, the right to convert would terminate in such period) 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 on such Interest Payment Date on the principal amount of Securities such Note (or part thereof, as the case may be) being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company, the interest payment with respect to a Security provided that if any Note (or portion thereof) has been called for redemption on a Redemption Date occurring during the period from Record Date Period, and is surrendered for conversion during such period, the close Holder of business such Note on any the related Regular Record Date next preceding any will be entitled to receive the interest accruing on such Note from the Interest Payment Date next preceding the date of such conversion to such succeeding Interest Payment Date and the Holder of such Note who converts such Note or portion thereof during such period shall not be required to pay such interest upon surrender of such Note for conversion. The interest so payable on such Interest Payment Date with respect to any Note (or portion thereof, if applicable) which is surrendered for conversion during the Record Date Period shall be paid to the opening Holder of such Note as of such Regular Record Date in an amount equal to the interest that would have been payable on such Note if such Note had been converted as of the close of business on such Interest Payment Date shall be payable on such Interest Payment Date to the Holder of such Security at the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversion. Except as provided in the preceding sentence and subject to the final paragraph of Section 3.07this paragraph, no cash payment or adjustment shall be made upon any conversion on account of any interest accrued on from the Securities Interest Payment Date next preceding the conversion date, in respect of any Note (or part thereof, as the case may be) surrendered for conversion conversion, or on account of any dividends on the Common Stock issued upon conversion. Securities The Company's delivery to the Holder of the number of shares of Common Stock (and cash in lieu of fractions thereof, as provided in this Indenture) into which a Note is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Note. Notes shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities Notes for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities Notes as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency to the Trustee, for delivery to the Holder, a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.0310.03. In the case of any Note which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Note or Notes of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Note. A Note may be converted in part, but only if the principal amount of such Note to be converted is any integral multiple of U.S. $1,000 and the principal amount of such Note to remain outstanding after such conversion is equal to U.S. $1,000 or any integral multiple of $1,000 in excess thereof.

Exercise of Conversion Privilege. In order to exercise the a conversion privilege, the Holder of any a Security to be converted of a series with such a privilege shall surrender such Security, duly endorsed or assigned Security to the Company or in blank, at any the office or agency of the Company maintained for that purpose pursuant to Section 10.0210.2, accompanied by written a duly executed conversion notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency 2.6 stating that the Holder elects to convert such Security oror a specified portion thereof. Such notice shall also state, if less than different from the entire principal amount thereof is to be convertedname and address of such Holder, the portion thereof to name or names (with address) in which the certificate or certificates for shares of Common Stock which shall be convertedissuable on such conversion shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and 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 preceding any succeeding Interest Payment Date to (excluding Securities or portions thereof called for redemption 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 (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) 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 Securities such Security then being surrendered for conversion. Subject converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 3.07 3.7 relating to the payment of Defaulted Interest by the Company, the interest payment with respect to a Security called for redemption on a Redemption Date 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 shall be payable on such Interest Payment Date to the Holder of such Security at the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversion. Except as provided in the preceding sentence and subject to the final paragraph of Section 3.07, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue receipt of such notice and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of payment required pursuant to a shareBoard Resolution and, as provided in Section 14.03.subject to

Exercise of Conversion Privilege. In order to exercise the conversion privilegeprivilege referred to in this Article 16, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blankblank in the case of Registered Securities, together in the case of Bearer Securities with all matured coupons and any matured coupons in default appertaining thereto, at any office or agency of the Company maintained for that purpose pursuant to Section 10.02, accompanied by written notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Registered 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 close of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) 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 Securities being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company, the interest payment with respect to a Security called for redemption on a Redemption Date 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 shall (except in the case of Registered Securities or portions thereof that have been called for redemption, or are to be repurchased, on such Interest Payment Date or a Redemption Date or a repurchase date within the period beginning on such Regular Record Date and ending on such Interest Payment Date) be accompanied by payment by wire transfer or certified check or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date to on the Holder principal amount of such the Registered Security at the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversionthen being converted. Except as provided in the preceding sentence and subject to the final last paragraph of Section 3.07, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person person or Persons persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.0316.03. In the case of any Security that is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security, along with any coupons appertaining thereto, if applicable.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security Series A Convertible Debenture to be converted shall surrender such SecuritySeries A Convertible Debenture, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.024.2 of the Indenture, accompanied by written notice to the Company (which shall be substantially of conversion in the form set forth in Section 2.03provided on the Series A Convertible Debenture (or such other notice as is acceptable to the Company) at such office or agency that the Holder elects to convert such Security Series A Convertible Debenture or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Series A Convertible Debentures issued as Registered Global Securities will be converted in accordance with the standing instructions and procedures of the Depositary and its participants. Series A Convertible Debentures surrendered for conversion during the period from the close of business on any Regular Record Date through and including the next preceding any Interest Payment Date to the close of business on such Interest Payment Date shall (except in the case of Securities Series A Convertible Debentures or portions thereof which have been called for redemption on a Redemption Date within occurring on or before such periodInterest Payment Date) 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 on such Interest Payment Date on the principal amount of Securities Series A Convertible Debentures being surrendered for conversion. Subject to the provisions of Section 3.07 2.13 of the Indenture relating to the payment of Defaulted Interest defaulted interest by the Company, the interest payment with respect to a Security Series A Convertible Debenture called for redemption on a Redemption Date during the period from the close of business on any Regular Record Date through and including the next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall be payable on such Interest Payment Date to the Holder of such Security Series A Convertible Debenture at the close of business on such Regular Record Date notwithstanding the conversion of such Security Series A Convertible Debenture after such Regular Record Date and on or prior to such Interest Payment Date, and the Holder converting such Security Series A Convertible Debenture need not include a payment of such interest payment amount upon surrender of such Security Series A Convertible Debenture for conversion. Except as provided in the preceding sentence and subject to the final paragraph of Section 3.07sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities Series A Convertible Debentures surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities Series A Convertible Debentures shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities Series A Convertible Debentures for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities Series A Convertible Debentures as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.035.3. In the case of any Series A Convertible Debenture which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Series A Convertible Debenture or Series A Convertible Debentures of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Series A Convertible Debenture.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security New Note to be converted shall surrender such Security, duly endorsed or assigned New Note to the Company or in blank, Reorganized BI at any time during usual business hours at its office or agency of the Company maintained for that the purpose pursuant to Section 10.02as provided in this Indenture, accompanied by a fully executed written notice to the Company (which shall be notice, in substantially in the form set forth in Section 2.03) at such office or agency on the reverse of the New Note, that the Holder elects to convert such Security orNew Note or a stated portion thereof constituting a multiple of $1,000 principal amount, and, if less than the entire principal amount thereof such New Note is to be converted, the portion thereof to be converted. Securities surrendered for conversion during the period from between the close of business on any Regular Record Date and the opening of business on the next preceding any following Interest Payment Date to the close of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have and has not been called for redemption on a Redemption Date which occurs within such period) be , accompanied also by payment in funds acceptable to the Company Reorganized BSI of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities the New Note being surrendered for conversion, notwithstanding such conversion. Subject The Holder of any New Note at the close of business on a Record Date will be entitled to receive the provisions of Section 3.07 relating to interest payable on such New Note on the payment of Defaulted corresponding Interest by Payment Date notwithstanding the Company, the conversion thereof after such Record Date. The interest payment with respect to a Security Note called for redemption on a Redemption Date date during the period from the close of business on or after any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall be payable on such Interest Payment Date to the Holder of such Security at the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversion. Except as provided in the preceding sentence and subject to the final paragraph of Section 3.07, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day Business Day following the corresponding Interest Payment Date will be payable on the corresponding Interest Payment Date to the registered Holder at the close of surrender business on that Record Date (notwithstanding the conversion of such Securities Note before the corresponding Interest Payment Date) and a Holder who elects to convert need not include funds equal to the interest paid. Such notice of conversion shall also state the name or names (with address) in which the certificate or certificates for shares of New Common Stock shall be issued. New Notes surrendered for conversion shall (if reasonably required by the Reorganized BI or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in accordance with form satisfactory to the foregoing provisionsReorganized BI duly executed by, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person Holder or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such timehis attorney duly authorized in writing. As promptly as practicable on or after the conversion datereceipt of such notice and the surrender of such New Note as aforesaid, the Company shall Reorganized BI shall, subject to the provisions of Section 1.08 of this Exhibit I, issue and shall deliver at such office or agency to such Holder, or on his written order, a certificate or certificates for the number of full shares of New Common Stock issuable upon conversionon such conversion of New Notes in accordance with the provisions of this Exhibit I and Cash, together with payment as provided in lieu Section 1.03 of this Exhibit I, in respect of any fraction of a shareshare of New Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date (herein called the "Date of Conversion") on which such New Note shall have been surrendered as aforesaid, and the person or persons in whose name or names any certificate or certificates for shares of New Common Stock shall be issuable upon such conversion shall be deemed to have become on the Date of Conversion the holder or holders of record of the shares represented thereby; provided, -------- however, that any such surrender on any date when the stock transfer books of ------- the Reorganized BI shall be closed shall cause the person or persons in whose name or names the certificate or certificates for such shares are to be issued to be deemed to have become the recordholder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open but such conversion shall nevertheless be at the Conversion Price in effect at the close of business on the date when such New Note shall have been so surrendered with the conversion notice. In the case of conversion of a portion, but less than all, of a New Note, the Reorganized Corporations shall as promptly as practicable execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Reorganized BI, a New Note or New Notes in the aggregate principal amount of the unconverted portion of the New Note surrendered. Except as otherwise expressly provided in Section 14.03this Indenture, no payment or adjustment shall be made for interest accrued on any New Note (or portion thereof) converted or for dividends or distributions on any New Common Stock issued upon conversion of any New Note.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, or at such other office or agency of the Company Company, maintained for that purpose pursuant to Section 10.0210.2, accompanied by written a duly signed and completed conversion notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency 2.4 stating that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted, and payments in respect of taxes, if any, as described in Section 12.8 hereto. Securities Each Security surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date Period shall (except in the case of Securities any Security or portions portion thereof which have has been called for redemption on a Redemption Date, is repurchasable on a Repurchase Date or purchasable on a Purchase Date, occurring, in any such case, within such periodRecord Date Period and, as a result, the right to convert such Security would otherwise terminate in such period if not exercised, or if the Company is in arrears on any previously due interest payment as of the Conversion Date) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest interest, if any, payable on such Interest Payment Date on the principal amount of Securities such Security (or part thereof, as the case may be) being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted The interest so payable on such Interest by the Company, the interest payment Payment Date with respect to a any Security called (or portion thereof, if applicable) that is surrendered for redemption on a Redemption Date conversion during the period from Record Date Period shall be paid to the Holder of such Security as of such Record Date in an amount equal to the interest that would have been payable on such Security if such Security had been converted as of 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 shall be Date. Interest payable on any Interest Payment Date in respect of any Security surrendered for conversion on or after such Interest Payment Date shall be paid to the Holder of such Security at as of the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to next preceding such Interest Payment Date, and notwithstanding the Holder converting such Security need not include a payment exercise of such interest payment amount upon surrender the right of such Security for conversion. Except as provided in the preceding sentence paragraph and subject to the final last paragraph of Section 3.073.7, no cash payment or adjustment shall be made upon any conversion on account of any interest accrued on from the Securities Interest Payment Date next preceding the conversion date, in respect of any Security (or part thereof, as the case may be) surrendered for conversion conversion, or on account of any dividends on the Common Stock issued upon conversion. The Company's delivery to the Holder of the number of shares of Common Stock (and cash in lieu of fractions thereof, as provided in this Indenture) into which a Security is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Security. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion dateConversion Date, the Company shall issue and shall deliver at such office or agency to the Trustee, for delivery to the Conversion Agent who will in turn deliver to the Holder (unless a different Person is indicated on the Conversion Notice), a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.0312.3. All shares of Common Stock delivered upon such conversion of Restricted Securities shall bear restrictive legends substantially in the form of the legends required to be set forth on the Restricted Securities pursuant to Section 3.5 and shall be subject to the restrictions on transfer provided in such legends. Neither the Trustee nor any agent maintained for the purpose of such conversion shall have any responsibility for the inclusion or content of any such restrictive legends on such Common Stock; provided, however, that the Trustee or any agent maintained for the purpose of such conversion shall have provided, to the Company or to the Company's transfer agent for such Common Stock, prior to or concurrently with a request to the Company to deliver such Common Stock, written notice that the Securities delivered for conversion are Restricted Securities. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Security. A Security may be converted in part, but only if the principal amount of such Security to be converted is any integral multiple of U.S. $1,000 and the principal amount of such security to remain Outstanding after such conversion is equal to U.S. $1,000 or any integral multiple of $1,000 in excess thereof. If shares of Common Stock to be issued upon conversion of a Restricted Security, or Securities to be issued upon conversion of a Restricted Security in part only, are to be registered in a name other than that of the beneficial owner of such Restricted Security, then such Holder must deliver to the Conversion Agent a Surrender Certificate, dated the date of surrender of such Restricted Security and signed by such beneficial owner, as to compliance with the restrictions on transfer applicable to such Restricted Security. Neither the Trustee nor any Conversion Agent, Registrar or Transfer Agent shall be required to register in a name other than that of the beneficial owner, shares of Common Stock or Securities issued upon conversion of any such Restricted Security not so accompanied by a properly completed Surrender Certificate.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of maintained by the Company maintained for that purpose pursuant to Section 10.02, accompanied by written notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be convertedconverted and shall comply with any additional requirements set forth in such Security. 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 close opening of business on such Interest Payment Date shall (except in for Securities the case Maturity of Securities or portions thereof which have been called for redemption on a Redemption Date within is prior to such periodInterest Payment Date) 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 Securities being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company, the conversion and such interest payment with respect to a Security called for redemption on a Redemption Date during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business shall be paid on such Interest Payment Date shall be payable on such Interest Payment Date to the Holder of such Security at the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversionas provided in Section 3.07. Except as provided in the preceding sentence and subject to the final paragraph of Section 3.07sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. The Company's delivery to the Holder of the fixed number of shares of the Common Stock of the Company (and any cash in lieu of any fractional share of Common Stock) into which the Security is convertible shall be deemed to satisfy the Company's obligation to pay the principal amount of the Security and all accrued interest and original issue discount that has not previously been paid. The shares of Common Stock of the Company so delivered shall be treated as issued first in payment of accrued interest and original issue discount and then in payment of principal. Thus, accrued interest and original issue discount shall be treated as paid, rather than canceled, extinguished or forfeited. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.0316.03. In the case of any Security which is converted in part only, as promptly as practicable on or after the conversion date the Company shall execute and the Trustee shall authenticate and make available for delivery to the Holder thereof (or the Depositary in the case of a Global Security), at the expense of the Company, a new Security or Securities, of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of maintained by the Company maintained for that purpose pursuant to Section 10.021002, accompanied by written notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be convertedconverted and shall comply with any additional requirements set forth in such Security. 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 close of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) 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 Securities being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company, the interest payment with respect to a Security called for redemption on a Redemption Date 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 shall (except for Securities the Maturity of which is prior to such Interest Payment Date) 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 on such Interest Payment Date to on the Holder principal amount of Securities being surrendered for conversion and such Security at the close of business interest shall be paid on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversionDate as provided in Section 307. Except as provided in the preceding sentence and subject to the final paragraph of Section 3.07sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. The Company's delivery to the Holder of the fixed number of shares of the Common Stock of the Company (and any cash in lieu of any fractional share of Common Stock) into which the Security is convertible shall be deemed to satisfy the Company's obligation to pay the principal amount of the Security and all accrued interest and original issue discount that has not previously been paid. The shares of Common Stock of the Company so delivered shall be treated as issued first in payment of accrued interest and original issue discount and then in payment of principal. Thus, accrued interest and original issue discount shall be treated as paid, rather than canceled, extinguished or forfeited. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.03.1703. In the case of any Security which is converted in part only, as promptly as practicable on or after the conversion date the Company shall execute and the Trustee shall authenticate and make available for delivery to the Holder thereof (or the Depositary in the case of a Global Security), at the expense of the Company, a new Security or Securities, of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security. 100

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blankblank (in the case of any Registered Security), at any office or agency of the Company maintained for that purpose pursuant to Section 10.0210.2, accompanied by written a duly signed conversion notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency 2.5, stating that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be convertedconverted (in the case of any Registered Security), the portion thereof to be converted. Securities Each Bearer Security surrendered for conversion must be surrendered together with all coupons appertaining thereto that mature after the date of conversion and may only be converted at the office of any Conversion Agent outside the United States. Each Bearer Security surrendered for conversion will be converted into Common Shares in bearer form. Each Registered Security surrendered for conversion will be converted into Common Shares in registered form. If any Bearer Security surrendered for conversion shall not be accompanied by all such appurtenant coupons, the surrender of any or all of such missing coupons may be waived by the Company and the Trustee, if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. Matured coupons not in default (including coupons maturing on the date of conversion) will be payable against surrender thereof, and matured coupons previously surrendered and in default will continue to be payable, notwithstanding the exercise of the right of conversion by the Holder of the Security to which the coupon appertains, but coupons maturing after the date of conversion will not be paid. Each Registered Security 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 preceding any succeeding Interest Payment Date to the close of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been Notes called for redemption on a Redemption Date within or to be repurchased on a Repurchase Date during, in each case, such period) 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 on such Interest Payment Date on the principal amount of Securities such Registered Security (or part thereof, as the case may be) being 119 132 surrendered for conversion. Subject conversion (or, if such Registered Security was issued in exchange for a Bearer Security after the close of business on such Regular Record Date, by surrender of one or more coupons relating to such Interest Payment Date or by both payment in such funds and surrender of such coupon or coupons, in either case in an amount equal to the provisions interest payable on such Interest Payment Date on the principal amount of Section 3.07 relating to the payment of Defaulted such Registered Security (or portion thereof) then being converted). The interest so payable on such Interest by the Company, the interest payment Payment Date with respect to a any Registered Security (or portion thereof, if applicable) which has been called for redemption on a Redemption Date Date, or is repurchasable on a Repurchase Date, occurring, in either case, 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 Date, which Security (or portion thereof, if applicable) is surrendered for conversion during such period, shall be paid to the Holder of such Security being converted in an amount equal to the interest that would have been payable on such Security if such Security had been converted as of the close of business on such Interest Payment Date. The interest so payable on such Interest Payment Date in respect of any Registered Security (or portion thereof, as the case may be) which has not been called for redemption on a Redemption Date, or is not eligible for repurchase on a Repurchase Date, occurring, in either case, during the period from the close of business on any Record Date next preceding any Interest Payment Date, which Registered Security (or portion thereof, as the case may be) is surrendered for conversion during such period, shall be paid to the Holder of such Security at the close as of business on such Regular Record Date. Interest payable in respect of any Registered Security surrendered for conversion on or after an Interest Payment Date notwithstanding shall be paid to the conversion Holder of such Security after such as of the next preceding Regular Record Date and prior to such Interest Payment Date, and notwithstanding the Holder converting such Security need not include a payment exercise of such interest payment amount upon surrender the right of such Security for conversion. Except as provided in the preceding sentence this paragraph and subject to the final last paragraph of Section 3.073.7, no cash payment or adjustment shall be made upon any conversion on account of, if the date of conversion is not an Interest Payment Date, any interest accrued on from the Securities Interest Payment Date next preceding the conversion date, in respect of any Security (or part thereof, as the case may be) surrendered for conversion conversion, or on account of any dividends on the Common Stock Shares issued upon conversion. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof, as provided in this Indenture) into which a Security is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Security. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion conversion, in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock Shares at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency to the Trustee, for delivery to the Holder, a certificate or certificates for the number of full shares of Common Stock Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.0312.3. All Common Shares delivered upon such conversion of Restricted Securities shall bear restrictive legends substantially in the form of the legends required to be set forth on the Restricted 120 133 Securities pursuant to Section 3.5(c) and shall be subject to the restrictions on transfer provided in such legends. Neither the Trustee nor any agent maintained for the purpose of such conversion shall have any responsibility for the inclusion or content of any such restrictive legends on such Common Shares; provided, however, that the Trustee or Conversion Agent shall have provided, to the Company or to the Transfer Agent for such Common Shares, prior to or concurrently with a request to the Company to deliver such Common Shares, written notice that the Securities delivered for conversion are Restricted Securities. In the case of any Registered Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Registered Security or Securities of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Security. A Registered Security may be converted in part, but only if the principal amount of such Security to be converted is any integral multiple of U.S.$1,000 and the principal amount of such security to remain Outstanding after such conversion is equal to U.S.$1,000 or any integral multiple of $1,000 in excess thereof. If Common Shares to be issued upon conversion of a Restricted Security (other than a Restricted Global Registered Security), or Registered Securities to be issued upon conversion of a Restricted Security (other than a Restricted Global Registered Security) in part only, are to be registered in a name other than that of the beneficial owner of such Restricted Security, then such Holder must deliver to the Conversion Agent a Surrender Certificate, dated the date of surrender of such Restricted Security and signed by such beneficial owner, as to compliance with the restrictions on transfer applicable to such Restricted Security. Neither the Trustee nor any Conversion Agent, Registrar or Transfer Agent shall be required to register in a name other than that of the beneficial owner, Common Shares or Registered Securities issued upon conversion of any such Restricted Security not so accompanied by a properly completed Surrender Certificate.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security Note to be converted shall surrender such SecurityNote, duly endorsed or assigned to the Company or in blank, at any office or agency the Corporate Trust Office of the Company maintained for that purpose pursuant to Section 10.02Trustee, located at 5▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ 1050, Houston, Texas 77057, Attn: K▇▇▇▇ ▇. ▇▇▇▇▇▇▇, accompanied by a duly signed and completed written notice to the Company (which shall be substantially in at the form set forth in Section 2.03) at such office or agency Corporate Trust Office that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be convertedNote. Securities Notes that are surrendered for conversion during the period from the close of business on any Regular Record Date next immediately preceding any Interest Payment Date to the close opening of business on such Interest Payment Date shall (except in the case of Securities 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 conversion rights of which would terminate during the period between such Regular Record Date and the close of business on a Redemption Date within such periodInterest Payment Date) be accompanied by payment in immediately available funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities Notes being surrendered for conversion. Subject to ; provided, however, that no such payment shall be required if there shall exist at the provisions time of Section 3.07 relating to conversion a default in the payment of Defaulted Interest by interest on the Company, the interest payment with respect to a Security called for redemption on a Redemption Date 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 shall be payable on such Interest Payment Date to the Holder of such Security at the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversionNotes. Except as provided in the preceding sentence and subject to the final paragraph of Section 3.07, no No payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities 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 of Common Stock shall be treated as issued, to the extent thereof, first in exchange for accrued and unpaid interest and the balance, if any, of such fair market value of any such Common Stock and any cash payment shall be treated as issued in exchange for the principal amount of the Note being converted pursuant to the provisions hereof. In addition, no adjustment or payment shall be made upon any conversion on account of any dividends on the any Common Stock issued upon conversion. Securities In addition, Holders shall not be entitled to receive any dividends payable to holders of Common Stock as of any Record Date before the close of business on the conversion date. Notes shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities Notes for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities Notes as Holders shall cease, and the Person or Persons entitled to receive the any Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of any such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver to the Trustee at such office or agency its Corporate Trust Office a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a shareshare thereof, as provided in Section 14.032.03 hereof, and the cash payment, and the Trustee shall forward such certificate or certificates and cash at the addresses set forth in the written notices sent to the Company by the Holders electing to convert their Notes.”

Exercise of Conversion Privilege. In order Beneficial owners of interests in a Global Security may exercise their right of conversion by delivering to exercise the Depositary the appropriate instruction form for conversion pursuant to the Depositary's conversion program and, in the case of conversions through Euroclear or Cedel, in accordance with Euroclear's or Cedel's normal operating procedures. To convert an Individual Security into shares of Common Stock, a Holder must (i) complete and manually sign the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.02, accompanied by written notice to the Company (which shall be substantially in the form set forth in Section 2.032.4 on the back of the Individual Security (or complete and manually sign a facsimile thereof) and deliver such notice to the Trustee at such the office of State Street Bank and Trust Company, N.A., in New York, New York or agency that the Holder elects Conversion Agent in Luxembourg, (ii) surrender the Individual Security to convert such the Trustee at the office of State Street Bank and Trust Company, N.A., in New York, New York or to the Conversion Agent in Luxembourg, (iii) if required, furnish appropriate endorsements and transfer documents, (iv) if required, pay all transfer or similar taxes, and (v) if required, pay funds equal to interest payable on the next interest payment date. The date on which all of the foregoing requirements have been satisfied is the date of surrender for conversion. Such notice of conversion can be obtained from the Trustee at the Corporate Trust Office or the office of any Conversion Agent. Each Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Securities surrendered for conversion will be converted into Common Stock in registered form. Each Security surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date to the 86 95 opening of business on the next preceding any succeeding Interest Payment Date to the close of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been Notes called for redemption on a Redemption Date within or to be repurchased on a Repurchase Date during, in each case, such period) shall be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company Issuer of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities such Security (or part thereof, as the case may be) being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted The interest so payable on such Interest by the Company, the interest payment Payment Date with respect to a any Security (or portion thereof, if applicable) which has been called for redemption on a Redemption Date Date, or is repurchasable on a Repurchase Date, occurring, in either case, 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 Date, which Security (or portion thereof, if applicable) is surrendered for conversion during such period, shall be paid to the Holder of such Security being converted in an amount equal to the interest that would have been payable on such Security if such Security had been converted as of the close of business on such Interest Payment Date. The interest so payable on such Interest Payment Date in respect of any Security (or portion thereof, as the case may be) which has not been called for redemption on a Redemption Date, or is not eligible for repurchase on a Repurchase Date, occurring, in either case, during the period from the close of business on any Record Date next preceding any Interest Payment Date, which Security (or portion thereof, as the case may be) is surrendered for conversion during such period, shall be paid to the Holder of such Security at the close as of business on such Regular Record Date. Interest payable in respect of any Security surrendered for conversion on or after an Interest Payment Date notwithstanding shall be paid to the conversion Holder of such Security after such as of the next preceding Regular Record Date and prior to such Interest Payment Date, and notwithstanding the Holder converting such Security need not include a payment exercise of such interest payment amount upon surrender the right of such Security for conversion. Except as provided in the preceding sentence this paragraph and subject to the final last paragraph of Section 3.073.7, no cash payment or adjustment shall be made upon any conversion on account of, if the date of conversion is not an Interest Payment Date, any interest accrued on from the Securities Interest Payment Date next preceding the conversion date, in respect of any Security (or part thereof, as the case may be) surrendered for conversion conversion, or on account of any dividends on the shares of Common Stock issued upon conversion. The Issuer's delivery (or, at the option of the Guarantor, the Guarantor's delivery) to the Holder of the number of shares of Common Stock (and cash in lieu of fractions thereof, as provided in this Indenture) into which a Security is convertible will be deemed to satisfy the Issuer's obligation to pay the principal amount of the Security. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion conversion, in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the shares of Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company Issuer shall issue and shall deliver at such office or agency to the Trustee, for delivery to the Holder, a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.0312.3. Subject to Section 3.5(d), all shares of Common Stock delivered upon such conversion of Restricted Securities shall bear restrictive legends substantially in the form of the legends required to 87 96 be set forth on the Restricted Securities pursuant to Section 3.5(c) and shall be subject to the restrictions on transfer provided in such legends. Neither the Trustee nor any agent maintained for the purpose of such conversion shall have any responsibility for the inclusion or content of any such restrictive legends on such shares of Common Stock; provided, however, that the Trustee or Conversion Agent shall have provided, to the Issuer or to the Transfer Agent for such shares of Common Stock, prior to or concurrently with a request to the Issuer to deliver such shares of Common Stock, written notice that the Securities delivered for conversion are Restricted Securities. In the case of any Security which is converted in part only, upon such conversion the Issuer shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Issuer, a new Security or Securities of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Security. A Security may be converted in part, but only if the principal amount of such Security to be converted is any integral multiple of U.S.$1,000 and the principal amount of such security to remain Outstanding after such conversion is equal to U.S.$1,000 or any integral multiple of $1,000 in excess thereof.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.028.02, accompanied by written a duly signed and completed notice to the Company of conversion (which shall be substantially in the form set forth in Section 2.03attached hereto as Exhibit A) at such office or agency stating that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Securities The interest so payable on such Interest Payment Date, with respect to any Security (or portion thereof, if applicable) that is surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) 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 Securities being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company, the interest payment with respect to a Security called for redemption on a Redemption Date 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 Date, shall be payable on such Interest Payment Date paid to the Holder of such Security at as of such Record Date. Interest payable in respect of any Security surrendered for conversion on or after an Interest Payment Date shall be paid to the close of business on such Regular Record Date notwithstanding the conversion Holder of such Security after such Regular as of the next preceding Record Date and prior to such Interest Payment Date, and notwithstanding the Holder converting such Security need not include a payment exercise of such interest payment amount upon surrender the right of such Security for conversion. Except as provided in the preceding sentence and subject to the final paragraph of Section 3.07this paragraph, no cash payment or adjustment shall be made upon any conversion on account of any interest accrued on from the Securities Interest Payment Date next preceding the Conversion Date, in respect of any Security (or part thereof, as the case may be) surrendered for conversion conversion, or on account of any dividends on the Common Stock issued upon conversion. The Company’s delivery to the Holder of the number of shares of Common Stock (and cash in lieu of fractions thereof as provided in Section 9.03) into which a Security is convertible and any rights pursuant to Section 9.04(m) will be deemed to satisfy the Company’s obligation to pay the principal amount of the Security. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion dateConversion Date, the Company shall issue and shall deliver at such office or agency to the Conversion Agent, for delivery to the Holder, a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.03.9.03. Neither the Trustee nor the Conversion Agent shall have any responsibility for the inclusion or content of any restrictive legends on such Common Stock; provided, however, that the Trustee or the Conversion Agent shall have provided to the Company or to the Company’s transfer agent for such Common Stock, prior to or concurrently with a request to the Company to deliver such Common Stock, written notice that the securities delivered for conversion are Securities. In the case of any Security that is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and make available for delivery to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Security. A Security may be converted in part, but only if the principal amount of such Security to be converted is equal to U.S.$2,000 or any integral multiple of U.S.$1,000 in excess thereof and the principal amount of such security to remain Outstanding after such conversion is equal to U.S.$2,000 or any integral multiple of U.S.$1,000 in excess thereof. Notwithstanding anything to the contrary contained herein, the number of Conversion Shares that may be acquired by the Holder upon any conversion of the Securities (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such conversion (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its affiliates (as defined under Rule 144 promulgated under the Securities Act, “Affiliates”) and any other persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 4.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such conversion). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. The Holder may waive the provisions of this

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.0210.2, accompanied by written a duly signed conversion notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency 2.4 stating that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Securities Each Security surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date Period shall (except in the case of Securities any Security or portions portion thereof which have has been called for redemption on a Redemption Date, or is repurchasable on a Repurchase Date, occurring, in either case, within such Record Date within Period and, as a result, the right to convert would terminate in such period) 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 on such Interest Payment Date on the principal amount of Securities such Security (or part thereof, as the case may be) being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted The interest so payable on such Interest by the Company, the interest payment Payment Date with respect to a any Security called (or portion thereof, if applicable) which is surrendered for redemption on a Redemption Date conversion during the period from Record Date Period shall be paid to the close Holder of business on any such Security as of such Regular Record Date next preceding any Interest Payment Date in an amount equal to the opening interest that would have been payable on such Security if such Security had been converted as of the close of business on such Interest Payment Date. Interest payable in respect of any Security surrendered for conversion on or after an Interest Payment Date shall be payable on such Interest Payment Date paid to the Holder of such Security at as of the close of business on such next preceding Regular Record Date Date, notwithstanding the conversion exercise of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment right of such interest payment amount upon surrender of such Security for conversion. Except as provided in the preceding sentence this paragraph and subject to the final last paragraph of Section 3.073.7, no cash payment or adjustment shall be made upon any conversion on account of any interest accrued on from the Securities Interest Payment Date next preceding the conversion date, in respect of any Security (or part thereof, as the case may be) surrendered for conversion conversion, or on account of any dividends on the Common Stock issued upon conversion. The Company's delivery to the Holder of the number of shares of Common Stock (and cash in lieu of fractions thereof, as provided in this Indenture) into which a Security is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Security. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency to the Trustee, for delivery to the Holder, a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.0312.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Security. A Security may be converted in part, but only if the principal amount of such Security to be converted is an integral multiple of U.S.$1,000 and the principal amount of such security to remain Outstanding after such conversion is an integral multiple of $1,000.

Exercise of Conversion Privilege. In order The holder of any Convertible Debenture wishing to exercise the conversion privilegeprivilege shall give the Company irrevocable written notice of such election at least 20 days prior to the Business Day designated in such notice as the date of conversion (the "CONVERSION DATE"). Such notice shall also specify the principal amount of Convertible Debentures to be converted. Within seven days of receipt of any such notice, the Holder Company shall give to all other registered holders of Convertible Debentures and all registered holders of convertible debentures issued under the Other Purchase Agreement written notice of the receipt and contents of such notice of conversion. All such holders of Convertible Debentures and such other convertible debentures shall have the right, exercisable by written notice to the Company within 12 days of receipt of such notice from the Company, to convert on the Conversion Date any or all of the Convertible Debentures or such other convertible debentures held by them. The holder of any Security Convertible Debenture to be converted shall shall, on or before the Conversion Date, surrender such SecurityConvertible Debenture, duly endorsed or assigned to the Company or in blank, at any the principal executive office or agency of the Company maintained for that purpose pursuant to Section 10.02, accompanied by written notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be convertedCompany. 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 close of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) 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 Securities being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company, the interest payment with respect to a Security called for redemption on a Redemption Date Convertible Debentures converted 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 shall (except in the case of Convertible Debentures or portions thereof which have been called for redemption on a Redemption Date within such period) 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 to on the Holder principal amount of such Security at the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security Convertible Debentures being surrendered for conversion. Except as provided in the preceding sentence and subject to the final third paragraph of Section 3.079.1, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities Convertible Debentures surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities Convertible Debentures shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisionsConversion Date, and at such time the rights of the Holders holders of such Securities Convertible Debentures as Holders holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion dateConversion Date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.039.3. In the case of any Convertible Debenture which is converted in part only, upon such conversion the Company shall execute and deliver to the holder thereof, at the expense of the Company, a new Convertible Debenture or Debentures of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Convertible Debenture.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed in blank or assigned to the Company or in blank, at any office or agency of the Company Company, maintained for that purpose pursuant to Section 10.02, 10.2 accompanied by written a duly signed notice to the Company (which shall be of conversion substantially in the form set forth in Section 2.03) at such office or agency 2.4 stating that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. 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 close opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption or are eligible to be delivered for repurchase, the conversion rights of which would terminate between such Regular Record Date and the close of business on a Redemption Date within such periodInterest Payment Date) 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 on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company, the interest payment with respect to a Security called for redemption on a Redemption Date 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 shall be payable on such Interest Payment Date to the Holder of such Security at the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversion. Except as provided in the preceding sentence and subject to the final last paragraph of Section 3.073.7, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency to the Trustee a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.0314.3. Such certificate or certificates shall be sent by the Trustee, if applicable, to the Conversion Agent for delivery to the Person or Persons entitled to receive the Common Stock. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security 1997A Note to be converted shall surrender such Security1997A Note, duly endorsed or assigned to the Company or in blank, at any office or agency of maintained by the Company maintained for that purpose pursuant to Section 10.021002 of the Indenture, accompanied by written notice (as set forth in the form of Conversion Notice set forth as part of Exhibit A) to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency that the Holder elects to convert such Security or1997A Note or portion thereof. Except as described in the last paragraph of Section 307 of the Indenture (as amended hereby), if less than the entire principal amount thereof is to no Holder of Securities will be converted, the portion entitled upon conversion thereof to any payment or adjustment on account of accrued and unpaid interest thereon (although such accrued and unpaid interest will be converteddeemed paid by the appropriate portion of the Common Stock received by the holders upon such conversion) or on account of dividends on the shares of Common Stock issued in connection therewith. Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any to the opening of business on the corresponding Interest Payment Date to the close of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such periodperiod between and including such Regular Record Date and such Interest Payment Date) must be accompanied by payment to the Company in New York Clearing House Funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company, the interest payment with respect to a Security called for redemption on a Redemption Date 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 shall be payable on such Interest Payment Date to the Holder of such Security at the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversion. Except as provided in the preceding sentence and subject to the final paragraph of Section 3.07, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversionconverted. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, share as provided in Section 14.036.3. In the case of any 1997A Note which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new 1997A Note of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such 1997A Note.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any definitive Security to be converted shall surrender such Security, Security duly endorsed or assigned to the Company or in blank, at the office of any office or agency of Conversion Agent (as specified and subject to the Company maintained for that purpose pursuant to terms and limitations set forth in Section 10.029.2), accompanied by written a duly signed conversion notice to the Company (which shall be substantially in the form set forth in Section 2.03) attached to the Security to the Company at such office or agency Conversion Agent stating that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Securities surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next preceding any succeeding Interest Payment Date to the close of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within any Security whose Maturity is prior to such periodInterest Payment Date) 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 principal amount of Securities being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company, the interest payment with respect to a Security called for redemption on a Redemption Date 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 shall be payable on such Interest Payment Date to the Holder of such Security at the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversion. Except as provided in the preceding sentence and subject to the final paragraph of Section 3.07, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue cause to be issued and shall deliver at delivered to such office or agency Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, share as provided in Section 14.0312.3. In the event that the Company shall have failed to register the Common Stock into which the Restricted Securities may be converted pursuant to an effective registration statement under the Securities Act, all shares of Common Stock delivered upon such conversion shall bear a restrictive legend substantially in the form of the legend required to be set forth on the Restricted Securities pursuant to Sections 2.5 and as set forth in the form of Security in Exhibit A hereto and shall be subject to the restrictions on transfer provided in such legend. Neither the Trustee nor the Conversion Agent shall have any responsibility for the inclusion or content of any such restrictive legend on such Common Stock; provided, however, that the Trustee or -------- ------- such Conversion Agent, as the case may be, shall have provided, to the Company or to the Company's transfer agent for such Common Stock, prior to or concurrently with a request to the Company to deliver to the Conversion Agent certificates of such Common Stock, written notice that the Securities delivered for conversion are Restricted Securities. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Securities. If shares of Common Stock to be issued upon conversion of a Restricted Security, or Securities to be issued upon conversion of a Restricted Security in part only, are to be registered in a name other than that of the Holder of such Restricted Security, then such Holder must deliver to the Conversion Agent a certificate in substantially the form set forth in the form of Security set forth in Exhibit A hereto, dated the date of surrender of such Restricted Security and signed by such Holder, as to compliance with the restrictions on transfer applicable to such Restricted Security. Neither the Trustee nor any Conversion Agent, Registrar or Transfer Agent shall be required to register in a name other than that of the Holder shares of Common Stock or Securities issued upon conversion of any such Restricted Security not so accompanied by a properly completed certificate.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.02, accompanied by written notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. 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 close opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in legal tender or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company, the interest payment with respect to a Security called for redemption on a Redemption Date 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 shall be payable on such Interest Payment Date to the Holder of such Security at the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversion. Except as provided in the preceding sentence and subject to the final last paragraph of Section 3.07, no payment or adjustment shall be made upon any 79 conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.0315.04. In the case of any Security of a series which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of such series of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.0210.2, accompanied by written a duly signed conversion notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency 2.4 stating that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Securities Each Security surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date Period shall (except in the case of Securities any Security or portions portion thereof which have has been called for redemption on or if a Redemption Date within such periodChange in Control has occurred and an offer to repurchase the Securities is pending) 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 on such Interest Payment Date on the principal amount of Securities such Security (or part thereof, as the case may be) being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted The interest so payable on such Interest by the Company, the interest payment Payment Date with respect to a any Security called (or portion thereof, if applicable) that is surrendered for redemption on a Redemption Date conversion during the period from Record Date Period shall be paid to the close Holder of business on any such Security as of such Regular Record Date next preceding any Interest Payment Date in an amount equal to the opening interest that would have been payable on such Security if such Security had been converted as of the close of business on such Interest Payment Date shall be Date. Interest payable on any Interest Payment Date in respect of any Security surrendered for conversion on or after such Interest Payment Date shall be paid to the Holder of such Security at as of the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to next preceding such Interest Payment Date, and notwithstanding the Holder converting such Security need not include a payment exercise of such interest payment amount upon surrender the right of such Security for conversion. Except as provided in the preceding sentence this paragraph and subject to the final last paragraph of Section 3.073.7, no cash payment or adjustment shall be made upon any conversion on account of any interest accrued on from the Securities Interest Payment Date next preceding the conversion date, in respect of any Security (or part thereof, as the case may be) surrendered for conversion conversion, or on account of any dividends on the Common Stock issued upon conversion. The Company's delivery to the Holder of the number of shares of Common Stock (and cash in lieu of fractions thereof, as provided in this Indenture) into which a Security is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Security. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency to the Trustee, for delivery to the Holder, a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.0312.3. All shares of Common Stock delivered upon such conversion of Restricted Securities shall bear restrictive legends substantially in the form of the legends required to be set forth on the Restricted Securities pursuant to Section 3.5 and shall be subject to the restrictions on transfer provided in such legends. Neither the Trustee nor any agent maintained for the purpose of such conversion shall have any responsibility for the inclusion or content of any such restrictive legends on such Common Stock; provided, however, that the Trustee or any agent maintained for the purpose of such conversion shall have provided, to the Company or to the Company's transfer agent for such Common Stock, prior to or concurrently with a request to the Company to deliver such Common Stock, written notice that the Securities delivered for conversion are Restricted Securities. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Security. A Security may be converted in part, but only if the principal amount of such Security to be converted is any integral multiple of U.S.$1,000 and the principal amount of such security to remain Outstanding after such conversion is equal to U.S.$1,000 or any integral multiple of $1,000 in excess thereof. If shares of Common Stock to be issued upon conversion of a Restricted Security, or Securities to be issued upon conversion of a Restricted Security in part only, are to be registered in a name other than that of the beneficial owner of such Restricted Security, then such Holder must deliver to the Conversion Agent a Surrender Certificate, dated the date of surrender of such Restricted Security and signed by such beneficial owner, as to compliance with the restrictions on transfer applicable to such Restricted Security. Neither the Trustee nor any Conversion Agent, Registrar or Transfer Agent shall be required to register in a name other than that of the beneficial owner, shares of Common Stock or Securities issued upon conversion of any such Restricted Security not so accompanied by a properly completed Surrender Certificate.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned Security to the Company or in blank, Conversion Agent at any time during usual business hours at its office or agency of the Company maintained for that the purpose pursuant to Section 10.02as provided in this Indenture, accompanied by a fully executed written notice to the Company (which shall be notice, in substantially in the form set forth in Section 2.03) at such office on the reverse of or agency attached to the Security, that the Holder elects to convert such Security oror a stated portion thereof constituting a multiple of $1,000 in principal amount, and, if less than the entire principal amount thereof such Security is to be converted, the portion thereof to be converted. Securities surrendered for conversion during the period from between the close of business on any Regular Record Date next preceding any record date for such Security and the opening of business on the related Interest Payment Date to the close of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have and has not been called for redemption on a Redemption Date within such period) be , accompanied also by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the portion of the principal amount of Securities the Security being surrendered for conversion, notwithstanding such conversion. Subject The Holder of any Security at the close of business of a record date for such Security shall be entitled to receive the provisions of Section 3.07 relating to interest payable on such Security on the payment of Defaulted corresponding Interest by Payment Date notwithstanding the Company, the conversion thereof after such record date. The interest payment with respect to a Security called for redemption on a Redemption Date date during the period from the close of business on or after any Regular Record Date next preceding any Interest Payment Date record date for such Security to the opening close of business on such the Business Day following the corresponding Interest Payment Date shall be payable on such the corresponding Interest Payment Date to the Holder of such Security at the close of business on such Regular Record Date of that record date (notwithstanding the conversion of such Security after such Regular Record Date and prior to such before the corresponding Interest Payment Date), and the a Holder converting such Security who elects to convert need not include a payment of such interest payment amount upon surrender of such Security for conversion. Except as provided in the preceding sentence and subject funds equal to the final paragraph interest paid. Such notice shall also state the name or names (and address) in which the certificate or certificates for shares of Section 3.07, no payment or adjustment Common Stock shall be made upon any conversion on account issued (or to whom payment in cash in lieu of any interest accrued on the Common Stock shall be made). Securities surrendered for conversion shall (if so required by the Company or on account the Conversion Agent) be duly endorsed by, or be accompanied by a written instrument or instruments of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior transfer in form satisfactory to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, Company and the Person Conversion Agent duly executed by, the Holder or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such timehis attorney duly authorized in writing. As promptly as practicable on or after the conversion datereceipt of such notice and the surrender of such Security as aforesaid, the Company shall shall, subject to the provisions of Section 1707, issue and shall deliver at such office or agency to such Holder, or on his written order, a certificate or certificates for the number of full shares of Common Stock issuable upon conversionon conversion of such Security in accordance with the provisions of such Security and cash, together with payment as provided in lieu Section 1703, in respect of any fraction of a shareshare of Common Stock otherwise issuable upon such conversion or, if so provided in a Board Resolution, Officer's Certificate or executed supplemental indenture referred to in Sections 201 and 301 by or pursuant to which the form and terms of the Securities of such series were established, cash in lieu of shares of Common Stock. Such conversion shall be at the Conversion Price in effect, and shall be deemed to have been effected, immediately prior to the close of business on the date (herein called the "Date of Conversion") on which such notice in proper form shall have been received by the Conversion Agent and such Security shall have been surrendered as aforesaid, and the Person or Persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable, if any, upon such conversion shall be deemed to have become on the Date of Conversion the holder or holders of record of the shares represented thereby; PROVIDED, HOWEVER, that any such surrender on any date when the stock transfer books of the Company shall be closed shall constitute the Person or Persons in whose name or names the certificate or certificates for such shares are to be issued, if any, as the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open but such conversion shall nevertheless be at the Conversion Price in effect at the close of business on the date when such Security shall have been so surrendered with the conversion notice in proper form. In the case of conversion of a portion, but less than all, of a Security, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a Security or Securities in the aggregate principal amount of the unconverted portion of the Security surrendered. Except as otherwise expressly provided in Section 14.03this Indenture, no payment or adjustment shall be made for interest accrued on any Security (or portion thereof) converted or for dividends or distributions on any Common Stock issued upon conversion of any Security. The right, if any, of a Holder of any Security to cause the Company to redeem, purchase or repay such Security shall terminate upon receipt by the Company of any notice of conversion of such Security.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.021003, accompanied by written notice to the Company (which shall be substantially in the form set forth provided in Section 2.03the Security (or such other notice as is acceptable to the Company) at such office or agency that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Securities surrendered for conversion during the period from after the close of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such periodredemption) 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 on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company, the interest payment with respect to a Security called for redemption on a Redemption Date 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 shall be payable on such Interest Payment Date to the Holder of such Security at the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversion. Except as provided in the immediately preceding sentence and subject to the final last paragraph of Section 3.07307, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at as and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.031303. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.0210.2, accompanied by written a duly signed conversion notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency 2.4 stating that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Securities Each Security surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Liquidated Damages Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date Period shall (except in the case of Securities any Security or portions portion thereof which have has been called for redemption on a Redemption Date, or is repurchasable on a Repurchase Date or Purchase Date, occurring, in any such case, within such periodLiquidated Damages Record Date Period and, as a result, the right to convert such Security would otherwise terminate in such period if not exercised) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest Liquidated Damages, if any, payable on such Liquidated Damages Interest Payment Date on the principal amount of Securities such Security (or part thereof, as the case may be) being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company, the interest payment The Liquidated Damages so payable on such Liquidated Damages Payment Date with respect to a any Security called (or portion thereof, if applicable) that is surrendered for redemption on a Redemption Date conversion during the period from the close of business on any Regular Liquidated Damages Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date Period shall be payable on such Interest Payment Date paid to the Holder of such Security at as of such Liquidated Damages Record Date in an amount equal to the Liquidated Damages that would have been payable on such Security if such Security had been converted as of the close of business on such Regular Record Liquidated Damages Payment Date. Liquidated Damages payable on any Liquidated Damages Payment Date notwithstanding in respect of any Security surrendered for conversion on or after such Liquidated Damages Payment Date shall be paid to the conversion Holder of such Security after such Regular as of the Liquidated Damages Record Date and prior to next preceding such Interest Liquidated Damages Payment Date, and notwithstanding the Holder converting such Security need not include a payment exercise of such interest payment amount upon surrender the right of such Security for conversion. Except as provided in the preceding sentence and subject to the final paragraph of Section 3.07this paragraph, no cash payment or adjustment shall be made upon any conversion on account of any interest amount accrued on from the Securities Liquidated Damages Payment Date next preceding the conversion date, in respect of any Security (or part thereof, as the case may be) surrendered for conversion conversion, or on account of any dividends on the Common Stock issued upon conversion. The Company's delivery to the Holder of the number of shares of Common Stock (and cash in lieu of fractions thereof, as provided in this Indenture) into which a Security is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Security. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion dateConversion Date, the Company shall issue and shall deliver at such office or agency to the Trustee, for delivery to the Holder (unless a different Person is indicated on the Conversion Notice), a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.0312.3. All shares of Common Stock delivered upon such conversion of Restricted Securities shall bear restrictive legends substantially in the form of the legends required to be set forth on the Restricted Securities pursuant to Section 3.5 and shall be subject to the restrictions on transfer provided in such legends. Neither the Trustee nor any agent maintained for the purpose of such conversion shall have any responsibility for the inclusion or content of any such restrictive legends on such Common Stock; provided, however, that the Trustee or any agent maintained for the purpose of such conversion shall have provided, to the Company or to the Company's transfer agent for such Common Stock, prior to or concurrently with a request to the Company to deliver such Common Stock, written notice that the Securities delivered for conversion are Restricted Securities. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Security. A Security may be converted in part, but only if the principal amount of such Security to be converted is any integral multiple of U.S. $1,000 and the principal amount of such security to remain Outstanding after such conversion is equal to U.S. $1,000 or any integral multiple of $1,000 in excess thereof. If shares of Common Stock to be issued upon conversion of a Restricted Security, or Securities to be issued upon conversion of a Restricted Security in part only, are to be registered in a name other than that of the beneficial owner of such Restricted Security, then such Holder must deliver to the Conversion Agent a Surrender Certificate, dated the date of surrender of such Restricted Security and signed by such beneficial owner, as to compliance with the restrictions on transfer applicable to such Restricted Security. Neither the Trustee nor any Conversion Agent, Registrar or Transfer Agent shall be required to register in a name other than that of the beneficial owner, shares of Common Stock or Securities issued upon conversion of any such Restricted Security not so accompanied by a properly completed Surrender Certificate.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security Note to be converted shall surrender such SecurityNote, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.0210.2, accompanied by written notice to the Company (which shall be substantially in form and substance satisfactory to the form set forth in Section 2.03Company) at such office or agency that the Holder elects to convert such Security Note or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Securities 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 close opening of business on such Interest Payment Date shall (except in the case of Securities Notes or portions thereof which have been called for redemption on a Redemption Date within such period) 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 on such Interest Payment Date on the principal amount of Securities Notes being surrendered for conversion. Subject to the provisions of Section 3.07 3.7 relating to the payment of Defaulted Interest by the Company, the interest payment with respect to a Security Note called for redemption on a Redemption Date 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 shall be payable on such Interest Payment Date to the Holder of such Security Note at the close of business on such Regular Record Date notwithstanding the conversion of such Security Note after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security Note need not include a payment of such interest payment amount upon surrender of such Security Note for conversion. Except as provided in the preceding sentence and subject to the final paragraph of Section 3.073.7, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities Notes surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities Notes shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities Notes for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities Notes as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion dateConversion Date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.0313.3. In the case of any Note which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Note or Notes of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Note.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.021002, accompanied by written a duly signed conversion notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency 205 stating that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, converted the portion thereof to be converted. Securities Each Security surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date Period shall (except in the case of Securities any Security or portions portion thereof which have has been called for redemption on a Redemption Date Date, or which is repurchasable on a Repurchase Date, occurring, in either case, within such periodRecord Date Period (including any Securities or portions thereof called for redemption on a Redemption Date that is a Regular Record Date or an Interest Payment Date, as the case may be)) 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 on such Interest Payment Date on the principal amount of Securities such Security (or part thereof, as the case may be) being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted The interest so payable on such Interest by the Company, the interest payment Payment Date with respect to a any Security (or portion thereof, if applicable) which has been called for redemption on a Redemption Date Date, or is repurchasable on a Repurchase Date, occurring, in either case, during the period from Record Date Period, which Security (or portion thereof, if applicable) is surrendered for conversion during such Record Date Period (or on the close of business on any last Business Day prior to the Regular Record Date next preceding any or Interest Payment Date in the case of any Security (or portion thereof, as the case may be) called for redemption on such Regular Record Date or Interest Payment Date, as the case may be), shall be paid to the opening Holder of such Security being converted in an amount equal to the interest that would have been payable on such Security if such Security had been converted as of the close of business on such Interest Payment Date shall be Date. The interest so payable on such Interest Payment Date in respect of any Security (or portion thereof, as the case may be) which has not been called for redemption on a Redemption Date, or is not eligible for repurchase on a Repurchase Date, occurring, in either case, during the Record Date Period, which Security (or portion thereof, as the case may be) is surrendered for conversion during such Record Date Period, shall be paid to the Holder of such Security at the close as of business on such Regular Record Date notwithstanding the Date. Interest payable in respect of any Security surrendered for conversion of such Security on or after such a Regular Record Date and prior to such an Interest Payment Date, and Date shall be paid to the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security as of such Regular Record Date. Interest payable in respect of any Security surrendered for conversion on or after a Regular Record Date and prior to an Interest Payment Date shall be paid to the Holder of such Security as of the next preceding Regular Record Date, notwithstanding the exercise of the right of conversion. Except as provided in the preceding sentence this paragraph and subject to the final last paragraph of Section 3.07307, no cash payment or adjustment shall be made upon any conversion. Except as provided in this paragraph and subject to the last paragraph of Section 307, no cash payment of adjustment shall be made upon any conversion on account of any interest accrued on from the Securities Interest Payment Date next preceding the conversion date, in respect of any Security (or part thereof, as the case may be) surrendered for conversion conversion, or on account of any dividends on the Common Stock issued upon conversion. The Company's delivery to the Holder of the number of shares of Common Stock (and cash in lieu of fractions thereof, as provided in this Indenture) into which a Security is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Security. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency to the Trustee, for delivery to the Holder, a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.031303. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in the aggregate principal amount equal to the unconverted portion of the principal amount of such Security. A Security may be converted in part, but only if the principal amount of such Security to be converted is any integral multiple of $1,000 and the principal amount of such security to remain Outstanding after such conversion is equal to $1,000 or any integral multiple of $1,00 in excess thereof.

Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.021002, accompanied by written notice to the Company (which shall be substantially in the form set forth provided in Section 2.03the Security (or such other notice as is acceptable to the Company) at such office or agency that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. 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 close of business on the Business Day immediately preceding such Interest Payment Date shall (except in the case of Securities unless such Security or portions portion thereof which being converted shall have been called for redemption during the period from the close of business on a Redemption any Regular Record Date within such periodnext preceding any Interest Payment Date to the close of business on the Business Day next preceding the following Interest Payment Date, as described in the succeeding sentence) 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 Securities being surrendered for conversion. Subject to ; provided, however, that no such payment need be made if there shall exist at the provisions time of Section 3.07 relating to conversion a default in the payment of Defaulted Interest by interest on the Company, the interest payment with respect to a Security. If such Security or portion thereof being converted shall have been called for redemption on a Redemption Date 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 shall be payable on such Interest Payment Date to the Holder of such Security at the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to Business Day immediately preceding such Interest Payment Date, and then the Holder converting Company shall pay interest on such Security need or portion thereof up to but not include a payment including the date of such interest payment amount upon surrender of such Security for conversion. Except as provided above in the preceding sentence this Section 1302 and subject to the final second paragraph of Section 3.07203 and the third paragraph of Section 307, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock Shares issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock Shares issuable upon conversion shall be treated for all purposes as of the record holder or holders of such Common Stock at Shares as and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.031303. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security.

Exercise of Conversion Privilege. In order to exercise the conversion privilegeprivilege with respect to any Security or portion thereof, the Holder of any Security to be converted or any other person acting on its behalf shall surrender such Security, duly endorsed or assigned to the Company or in blank, blank at any office or agency of the Company maintained for that purpose pursuant to Section 10.0211.2, accompanied by written a duly signed conversion notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency Annex A stating that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Securities Alternatively, if such security is represented by a Global Security, conversion may be effected by written order given to the Trustee in accordance with the applicable procedures of the Depositary then in effect. Each Security surrendered for conversion (in whole or in part) during the period from the close of business on any Regular a Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date Period shall (except in the case of Securities any Security or portions portion thereof which have has been called for redemption on a Redemption Date or repurchase on a Repurchase Date occurring within such period) 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 on such the Interest Payment Date relating to such Record Date Period on the principal amount of Securities such Security being surrendered for conversion. Subject , and the interest payable in respect of such Security on such Interest Payment Date shall be paid to the provisions Holder of Section 3.07 the such Security as of the Regular Record Date relating to such Record Date Period. The interest payable on such Interest Payment Date with respect to any Security which has been called for redemption on a Redemption Date, or is repurchaseable on a Repurchase Date, occurring, in either case, during a Record Date Period, which Security is surrendered for conversion during such Record Date Period, shall be paid to the Holder of such Security being converted in an amount equal to the interest that would have been payable on such Security if such Security had been converted as of the close of business on such Interest Payment Date. Interest payable in respect of any Security surrendered for conversion on or after an Interest Payment Date shall be paid to the Holder of such Security as of the next preceding Regular Record Date, notwithstanding the exercise of the right of conversion. Holders that surrender Securities for conversion on a date that is not an Interest Payment Date will not receive any interest for the period from the Interest Payment Date next preceding the date of conversion to the date of conversion or for any later period, even if the Securities are surrendered after a notice of redemption (except for the payment of Defaulted Interest by the Company, the interest payment with respect to a Security on Securities called for redemption on a Redemption Date during or to be repurchased on a Repurchase Date between a Regular Record Date and the period from Interest Payment Date to which it relates). No other payment or adjustment for interest, or for any dividends in respect of Common Stock, will be made upon conversion. Holders of shares of Common Stock issued upon conversion will not be entitled to receive any dividends payable to holders of shares of Common Stock as of any record time before 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 shall be payable on such Interest Payment Date to the Holder of such Security at the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversion. Except as provided in the preceding sentence and subject to the final paragraph of Section 3.07, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversiondate. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver deliver, out of its authorized but previously unissued shares of Common Stock, at the office of such office or agency Conversion Agent a certificate or certificates for the number of full shares of newly issued Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.0313.3. All shares of Common Stock delivered upon such conversion of Restricted Securities shall bear a restrictive legend substantially in the form of the legend required to be set forth on the Restricted Securities pursuant to Section 2.2 and shall be subject to the restrictions on transfer provided in such legend. Neither the Trustee nor any agent maintained for the purpose of such conversion shall have any responsibility for the inclusion or content of any such restrictive legend on such Common Stock; provided, however, that the Trustee or any agent maintained for the purpose of such conversion shall have provided, to the Company or to the Company's transfer agent for such Common Stock, prior to or concurrently with a request to the Company to deliver to such agent maintained for the purpose of such conversion certificates for such Common Stock, written notice that the Securities delivered for conversion are Restricted Securities. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Security. A Security may be converted in part, but only if the principal amount of such Security to be converted is any integral multiple of $1,000 and the principal amount of such security to remain outstanding after such conversion is equal to $1,000 or any integral multiple of $1,000 in excess thereof. If shares of Common Stock to be issued upon conversion of a Security, or Securities to be issued upon conversion of a Security in part only, are to be registered in a name other than that of the Holder of such Security, the Security Registrar shall, prior to the conversion of such Security, record in the Security Register the transfer of that portion of the Security to be so converted in the name of the person in whose name such Common Stock or Securities are to be registered.