Common use of Right to Convert Clause in Contracts

Right to Convert. (a) Subject to and upon compliance with the provisions of this Indenture, each Holder shall have the right, at such Holder’s option, to convert its Securities, or any portion of its Securities such that the principal amount that remains outstanding of each Security that is not converted in full equals $1,000 or an integral multiple of $1,000 in excess thereof, into the Settlement Amount determined in accordance with Section 14.03(a) hereof, (x) prior to the Close of Business on the Business Day immediately preceding April 1, 2021, only upon satisfaction of one or more of the conditions described in Section 14.01(b) hereof, and (y) on or after April 1, 2021, at any time prior to the Close of Business on the Business Day immediately preceding the Maturity Date. (i) Prior to the Close of Business on the Business Day immediately preceding April 1, 2021, a Holder may surrender its Securities for conversion at any time during any calendar quarter commencing after the calendar quarter ending on December 31, 2018 (and only during such calendar quarter) if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 110% of the Conversion Price in effect on each applicable Trading Day. (ii) Prior to the Close of Business on the Business Day immediately preceding April 1, 2021, a Holder may surrender all or any portion of its Securities for conversion at any time during the five Business Day period after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Securities, as determined following a request by a Holder in accordance with the procedures set forth in this subsection (b)(ii), for each Trading Day of such Measurement Period was less than 98% of the product of (1) the Last Reported Sale Price of the Common Stock on such Trading Day and (2) the Conversion Rate in effect on such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(ii) and the definition of “Trading Price” set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company in accordance with the definition of Trading Price, along with the appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of Securities unless the Company has requested such determination; and the Company shall have no obligation to make such request (or, if the Company is the Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price of the Securities) unless a Holder of a Security provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 98% of the product of (1) the Last Reported Sale Price of the Common Stock on such Trading Day and (2) the Conversion Rate in effect on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine (or, if the Company is the Bid Solicitation Agent, the Company shall determine) the Trading Price per $1,000 principal amount of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Securities for a Trading Day is greater than or equal to 98% of the product of (1) the Last Reported Sale Price of the Common Stock on such Trading Day and (2) the Conversion Rate in effect on such Trading Day. Whenever the condition to conversion set forth in this subsection (b)(ii) has been met, but was not met on the immediately preceding Trading Day, the Company will so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the condition to conversion set forth in this subsection (b)(ii) has been met, the condition to conversion set forth in this subsection (b)(ii) ceases to be met, the Company will so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) promptly after such condition ceases to be met. The Company will initially act as Bid Solicitation Agent. (iii) If, prior to the Close of Business on the Business Day immediately preceding April 1, 2021, the Company elects to: (A) issue to all or substantially all holders of the Common Stock any rights, options or warrants entitling them for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance (taking into account any consideration received by the Company as described in Section 14.04(b)); or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase the Company’s securities, which distribution has a per-share value, as reasonably determined by the Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the date of announcement for such distribution, then, in either case, the Company must deliver notice of such issuance or distribution, and of the Ex-Dividend Date for such issuance or distribution, to the Holders at least 50 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, Holders may surrender all or any portion of their Securities for conversion at any time until the earlier of (1) the Close of Business on the Business Day immediately preceding the Ex-Dividend Date for such issuance or distribution and (2) the Company’s announcement that such issuance or distribution will not take place, even if the Securities are not otherwise convertible at such time; provided, however, that Holders shall not have the right to convert their Securities pursuant to this subsection (b)(iii) if the Company provides that Holders shall participate, at the same time and upon the same terms, as holders of the Common Stock in any of the transactions described above without having to convert their Securities as if they held a number of shares of the Common Stock equal to the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such issuance or distribution multiplied by the principal amount (expressed in thousands) of Securities held by such Holder on the Ex-Dividend Date for such issuance or distribution. (iv) If (A) a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the Close of Business on the Business Day immediately preceding April 1, 2021, regardless of whether a Holder has the right to require the Company to repurchase the Securities as described under Article 15, or (B) the Company is a party to a consolidation, merger, binding share exchange, or transfer or lease of all or substantially all of its assets (other than a merger effected solely to change the Company’s jurisdiction of incorporation that does not otherwise constitute a Fundamental Change or a Make-Whole Fundamental Change), in each case, pursuant to which the Common Stock would be converted into cash, securities or other assets, all or any portion of a Holder’s Securities may be surrendered for conversion at any time from or after the effective date of the transaction or event until 35 Trading Days after such effective date or, if such transaction or event also constitutes a Fundamental Change, until the related Fundamental Change Repurchase Date. The Company will notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) no later than the effective date of such transaction or event. (c) Notwithstanding any other provision of the Securities or this Indenture, no Holder of Securities will be entitled to receive Common Stock following conversion of such Securities to the extent that receipt of such Common Stock would cause such Holder to exceed the ownership limitations contained in the Company’s charter. (d) If any delivery of shares of Common Stock owed to a Holder upon conversion of Securities is not made, in whole or in part, as a result of the limitations described in Section 14.01(c), the Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such shares as promptly as practicable after any such converting Holder gives notice to the Company that such delivery would not result in it exceeding the ownership limitations in the Company’s charter.

Right to Convert. (a) Subject to and upon compliance with the provisions of this IndentureArticle IX, each a Holder shall have the right, at such Holder’s option, to may convert its Securities, or any portion of its Securities such that the principal amount that remains outstanding of each Security that is not converted in full equals $1,000 or an integral multiple of $1,000 in excess thereof, into the Settlement Amount determined in accordance with Section 14.03(a) hereof, (x) prior to the Close of Business on the Business Day immediately preceding April 1, 2021, only upon satisfaction of one or more of the conditions described in Section 14.01(b) hereof, and (y) on or after April 1, 2021, Notes at any time prior to during which the Close of Business on the Business Day immediately preceding the Maturity Date.following conditions are met: (i) Prior to the Close of Business on the any Business Day immediately preceding April 1, 2021, a Holder may surrender its Securities for conversion at any time during in any calendar quarter commencing at any time after the calendar quarter ending on December March 31, 2018 (2008, and only during such calendar quarter) if the Last Reported Sale Price , if, as of the last day of the immediately preceding calendar quarter, the Closing Price per share of Common Stock for at least 20 twenty Trading Days (whether or not consecutive) during the in a period of 30 the thirty consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter is greater more than or equal to 110130% of the applicable Conversion Price in effect on each applicable Trading Day.the last day of the immediately preceding calendar quarter; (ii) Prior to the Close of Business on the Business Day immediately preceding April 1, 2021, a Holder may surrender all or during any portion of its Securities for conversion at any time during the five consecutive Business Day period after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of SecuritiesNotes, as determined following a request by a Holder in accordance with the procedures set forth provided in this subsection (b)(iiSection 9.2(b), for each Trading Day day of such Measurement Period that period was less than 98% of the product of (1) the Last Reported Sale Closing Price of the Common Stock on such Trading Day and (2) the Conversion Rate in effect on such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(ii) and the definition of “Trading Price” set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company in accordance with the definition of Trading Price, along with the appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of Securities unless the Company has requested such determination; and the Company shall have no obligation to make such request (or, if the Company is the Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price of the Securities) unless a Holder of a Security provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 98% of the product of (1) the Last Reported Sale Price of the Common Stock on such Trading Day and (2) the then applicable Conversion Rate in effect on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine (or, if the Company is the Bid Solicitation Agent, the Company shall determine) the Trading Price per $1,000 principal amount of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Securities for a Trading Day is greater than or equal to 98% of the product of (1) the Last Reported Sale Price of the Common Stock on such Trading Day and (2) the Conversion Rate in effect on such Trading Day. Whenever the condition to conversion set forth in this subsection (b)(ii) has been met, but was not met on the immediately preceding Trading Day, the Company will so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the condition to conversion set forth in this subsection (b)(ii) has been met, the condition to conversion set forth in this subsection (b)(ii) ceases to be met, the Company will so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) promptly after such condition ceases to be met. The Company will initially act as Bid Solicitation AgentRate. (iii) Ifupon the occurrence of a Designated Event or other Make Whole Event, at any time beginning on the effective date of the Designated Event or other Make Whole Event and ending on the Trading Day prior to the Close of date that is 30 Business Days after the date on which the Business Day immediately preceding April 1, 2021, Designated Event or other Make Whole Event occurs (or on which the Company elects to:transaction constituting such event becomes effective); (iv) (A) issue in the event the Company becomes a party to any transaction or event (including but not limited to any consolidation, merger or binding share exchange, other than a change resulting from a subdivision or combination) pursuant to which all or substantially all holders of the Common Stock any rights, options or warrants entitling them for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance (taking into account any consideration received by the Company as described in Section 14.04(b)); or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase the Company’s securities, which distribution has a per-share value, as reasonably determined by the Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the date of announcement for such distribution, then, in either case, the Company must deliver notice of such issuance or distribution, and of the Ex-Dividend Date for such issuance or distribution, to the Holders at least 50 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, Holders may surrender all or any portion of their Securities for conversion at any time until the earlier of (1) the Close of Business on the Business Day immediately preceding the Ex-Dividend Date for such issuance or distribution and (2) the Company’s announcement that such issuance or distribution will not take place, even if the Securities are not otherwise convertible at such time; provided, however, that Holders shall not have the right to convert their Securities pursuant to this subsection (b)(iii) if the Company provides that Holders shall participate, at the same time and upon the same terms, as holders of the Common Stock in any of the transactions described above without having to convert their Securities as if they held a number of shares of the Common Stock equal to the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such issuance or distribution multiplied by the principal amount (expressed in thousands) of Securities held by such Holder on the Ex-Dividend Date for such issuance or distribution. (iv) If (A) a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the Close of Business on the Business Day immediately preceding April 1, 2021, regardless of whether a Holder has the right to require the Company to repurchase the Securities as described under Article 15, or (B) the Company is a party to a consolidation, merger, binding share exchange, or transfer or lease of all or substantially all of its assets (other than a merger effected solely to change the Company’s jurisdiction of incorporation that does not otherwise constitute a Fundamental Change or a Make-Whole Fundamental Change), in each case, pursuant to which the Common Stock would be converted into cash, securities or other assetsproperty, all or any portion of in which case a Holder’s Securities Holder may be surrendered surrender Notes for conversion at any time from or and after the effective date of the for such transaction or event until 35 the Trading Day prior to the date that is 30 Business Days after such effective the date or, if on which such transaction or event also constitutes a Fundamental Change, until the related Fundamental Change Repurchase Date. The Company will notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) no later than the effective date of such transaction or event. (c) Notwithstanding any other provision of the Securities or this Indenture, no Holder of Securities will be entitled to receive Common Stock following conversion of such Securities to the extent that receipt of such Common Stock would cause such Holder to exceed the ownership limitations contained in the Company’s charter. (d) If any delivery of shares of Common Stock owed to a Holder upon conversion of Securities is not made, in whole or in part, as a result of the limitations described in Section 14.01(c), the Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such shares as promptly as practicable after any such converting Holder gives notice to the Company that such delivery would not result in it exceeding the ownership limitations in the Company’s charter.occurs;

Right to Convert. (a) Subject to and upon compliance with the provisions of this the Indenture, each Holder shall have the right, at such Holder’s option, at any time following the Issue Date of the Notes hereunder through the close of business on the third Scheduled Trading Day immediately prior to the Stated Maturity to convert its Securitiesthe Principal Amount of any such Notes, or any portion of its Securities such that the principal amount that remains outstanding of each Security that Principal Amount which is not converted in full equals $1,000 or an integral multiple of $1,000 thereof at the Conversion Rate then in excess thereof, into the Settlement Amount determined in accordance with Section 14.03(a) hereofeffect, (x) prior to the Close of Business on the Business Day immediately preceding April 1, 2021, only upon satisfaction of one or more of the conditions described in Section 14.01(b) hereof, and (y) on or after April 115, 20212014, at any time without regard to the conditions described in clauses (i) through (iv) below and (y) prior to April 15, 2014, only upon the Close satisfaction of Business on any of the Business Day immediately preceding the Maturity Date.following conditions: (i) Prior to the Close of Business on the Business Day immediately preceding April 1, 2021, a A Holder may surrender all or a portion of its Securities Notes for conversion at any time during any calendar fiscal quarter commencing after the calendar quarter ending on December 31, 2018 (and only during such calendar fiscal quarter) commencing after September 30, 2007 if the Last Reported Sale Price of for the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar fiscal quarter is greater than or equal to 110130% of the applicable Conversion Price in effect on each applicable such Trading Day. (ii) Prior to the Close of Business on the Business Day immediately preceding April 1, 2021, a A Holder may surrender all or any portion of its Securities Notes for conversion at any time during the five Business Day period after any five 10 consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of SecuritiesNotes, as determined following a request by a Holder in accordance with the procedures set forth in this subsection (b)(iiSection 6.01(a)(ii), for each Trading Day day of such Measurement Period period was less than 98% of the product of (1) the Last Reported Sale Price of the Common Stock on such Trading Day and (2) the applicable Conversion Rate Rate. In connection with any conversion in effect on such Trading Day. The Trading Prices shall be determined by accordance with this Section 6.01(a)(ii), the Bid Solicitation Agent pursuant to this subsection (b)(ii) and the definition of “Trading Price” set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company in accordance with the definition of Trading Price, along with the appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of Securities the Notes unless requested by the Company has requested such determinationCompany; and the Company shall have no obligation to make such request (or, if the Company is the Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price of the Securities) unless a Holder of a Security provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities Notes would be less than 98% of the product of (1) the Last Reported Sale Price of the Common Stock on and the applicable Conversion Rate. Promptly after receiving such Trading Day and (2) the Conversion Rate in effect on such Trading Day. At such timeevidence, the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine (or, if the Company is the Bid Solicitation Agent, the Company shall determine) the Trading Price per $1,000 principal amount of the Securities Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Securities for a Trading Day Notes is greater than or equal to 98% of the product of (1) the Last Reported Sale Price of the Common Stock on such Trading Day and the applicable Conversion Rate. The Company shall notify the Trustee and the Holders, in the manner provided in Section 106 of the Base Indenture, promptly upon determining (2i) the Conversion Rate in effect on such Trading Day. Whenever that the condition to conversion convertibility of the Notes set forth in this subsection (b)(iiSection 6.01(a)(ii) has been met, but was not met on the immediately preceding Trading Day, the Company will so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, ii) at any time after the condition to conversion convertibility of the Notes set forth in this subsection (b)(iiSection 6.01(a)(ii) has been met, that the condition Trading Price per $1,000 principal amount of Notes is greater than or equal to conversion set forth in this subsection (b)(ii) ceases to be met, 98% of the Company will so notify product of the Holders, Last Reported Sale Price of the Trustee Common Stock and the applicable Conversion Agent (if other than the Trustee) promptly after such condition ceases to be met. The Company will initially act as Bid Solicitation AgentRate. (iii) If, prior to In the Close of Business on the Business Day immediately preceding April 1, 2021, event that the Company elects to: (A) issue to all or substantially all holders of the Common Stock any rights, options or warrants rights entitling them to purchase, for a period of not more than 45 calendar expiring within 60 days after the announcement date of such issuancethe distribution, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the a share of Common Stock for the 10 consecutive Trading Day period ending on, and including, on the Trading Day immediately preceding the date of announcement of such issuance (taking into account any consideration received by the Company as described in Section 14.04(b))issuance; or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, debt securities or rights to purchase securities of the Company’s securities, which distribution has a per-per share valueFair Market Value, as reasonably determined by the Company’s Board of Directors, exceeding 1015% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date of announcement for such distribution, then, in either each case, the Company must deliver notice of such issuance or distributionshall notify the Holders, and in the manner provided in Section 106 of the Ex-Dividend Date for such issuance or distributionBase Indenture, to the Holders at least 50 55 Scheduled Trading Days prior to the first date upon which a sale of Common Stock does not automatically transfer the right to receive the relevant dividend or distribution from the seller of Common Stock to its buyer (the “Ex-Dividend Date for such issuance or distributionDate”). Once the Company has given such notice, Holders may surrender all or any portion of their Securities Notes for conversion at any time until the earlier of (1) the Close of Business 5:00 p.m., New York City time, on the Business Day immediately preceding the prior to such Ex-Dividend Date for such issuance or distribution and (2) the Company’s announcement that such issuance or distribution will not take place, even if the Securities Notes are not otherwise convertible at such time; provided, however, that Holders shall not have the right to convert their Securities pursuant to this subsection (b)(iii) if the Company provides that Holders shall participate, at the same time and upon the same terms, as holders of the Common Stock in any of the transactions described above without having to convert their Securities as if they held a number of shares of the Common Stock equal to the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such issuance or distribution multiplied by the principal amount (expressed in thousands) of Securities held by such Holder on the Ex-Dividend Date for such issuance or distribution. (iv) If (A) If the Company is party to a Fundamental Change or a Make-Whole Fundamental Change occurs Change, the Company shall notify Holders, in the manner provided in Section 106 of the Base Indenture, at least 55 Scheduled Trading Days prior to the Close of Business on the Business Day immediately preceding April 1, 2021, regardless of whether a Holder has the right to require anticipated effective date for such transaction. Once the Company to repurchase the Securities as described under Article 15has given such notice, or (B) the Company is a party to a consolidation, merger, binding share exchange, or transfer or lease of all or substantially all of its assets (other than a merger effected solely to change the Company’s jurisdiction of incorporation that does not otherwise constitute a Fundamental Change or a Make-Whole Fundamental Change), in each case, pursuant to which the Common Stock would be converted into cash, securities or other assets, all or any portion of a Holder’s Securities Holders may be surrendered surrender Notes for conversion at any time from or until 35 calendar days after the actual effective date of the such transaction or event until 35 Trading Days after such effective date or, if such transaction or event also constitutes a Fundamental Changelater, until the related Fundamental Change Repurchase Date. The Company will notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) no later than the effective date of such transaction or event. (cb) Notwithstanding any other provision the foregoing, a Note in respect of which a Holder has delivered a Fundamental Change Repurchase Notice exercising such Holder’s option to require the Securities or this Indenture, no Holder Company to repurchase such Note may be converted only if such notice of Securities will be entitled to receive Common Stock following conversion of such Securities exercise is withdrawn in accordance with Article 5 hereof prior to the extent that receipt close of such Common Stock would cause such Holder to exceed business on the ownership limitations contained in Business Day immediately preceding the Company’s charterFundamental Change Repurchase Date. (d) If any delivery of shares of Common Stock owed to a Holder upon conversion of Securities is not made, in whole or in part, as a result of the limitations described in Section 14.01(c), the Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such shares as promptly as practicable after any such converting Holder gives notice to the Company that such delivery would not result in it exceeding the ownership limitations in the Company’s charter.

Right to Convert. (a) Subject to and upon Upon compliance with the provisions of this Indenture, each a Holder of Securities shall have the right, at such Holder’s option, to convert its Securities, all or any portion of its Securities such that (if the portion to be converted is $1,000 principal amount that remains outstanding of each Security that is not converted in full equals $1,000 or an integral multiple thereof) of $1,000 such Securities, at the applicable Conversion Rate then in excess thereof, into the Settlement Amount determined in accordance with Section 14.03(a) hereofeffect, (x) prior to the Close close of Business business on the Business Day immediately preceding April 115, 20212014, only upon satisfaction of one or more of the conditions described in Section 14.01(bclauses (i) hereof, through (iv) below and (y) on or after April 115, 20212014, at any time prior to the Close close of Business business on the Business second Scheduled Trading Day immediately preceding July 15, 2014 irrespective of the Maturity Dateconditions described in clauses (i) through (iv) below. (i) Prior to the Close close of Business business on the Business Day immediately preceding April 115, 20212014, a Holder of Securities may surrender all or a portion of its Securities for conversion at any time during any calendar fiscal quarter commencing after the calendar quarter ending on December 31, 2018 (and only during such calendar fiscal quarter) commencing after September 30, 2009 if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar fiscal quarter is greater than or equal to 110130% of the applicable Conversion Price in effect on each applicable Trading Day. (ii) Prior to the Close close of Business business on the Business Day immediately preceding April 115, 20212014, a Holder of Securities may surrender all or any portion of its Securities for conversion at any time during the five Business Day period after any five 10 consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Securities, as determined following a request by a Holder of Securities in accordance with the procedures set forth in this subsection (b)(iiSection 4.01(a)(ii), for each Trading Day of such Measurement Period period was less than 98% of the product of (1) the Last Reported Sale Price of the Common Stock on such Trading Day and (2) the applicable Conversion Rate in effect on such Trading Day. The Trading Prices shall be determined by (the Bid Solicitation Agent pursuant to this subsection (b)(ii) and the definition of “Trading Price” set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company in accordance with the definition of Trading Price, along with the appropriate contact information for eachPrice Condition”). The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Securities in accordance with this Section 4.01(a)(ii) unless requested by the Company has requested such determination; Company, and the Company shall have no obligation to make such request (or, if the Company is the Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price of the Securities) unless a Holder of a Security Securities provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 98% of the product of (1) the Last Reported Sale Price of the Common Stock on and the applicable Conversion Rate. Promptly after receiving such Trading Day and (2) the Conversion Rate in effect on such Trading Day. At such timeevidence, the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine (or, if the Company is the Bid Solicitation Agent, the Company shall determine) the Trading Price per $1,000 principal amount of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Securities for a Trading Day is greater than or equal to 98% of the product of (1) the Last Reported Sale Price of the Common Stock on such and the applicable Conversion Rate. If the Company does not so instruct the Bid Solicitation Agent to obtain bids when required, the Trading Day Price per $1,000 principal amount of the Securities will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and (2) the applicable Conversion Rate in effect on such each day the Company fails to do so. If the Trading Day. Whenever the condition to conversion set forth in this subsection (b)(ii) Price Condition has been met, but was not met on the immediately preceding Trading Day, the Company will shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)Agent. If, at any time after the condition to conversion set forth in this subsection (b)(ii) Trading Price Condition has been met, the condition Trading Price per $1,000 principal amount of Securities is greater than or equal to conversion set forth in this subsection (b)(ii) ceases to be met98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Company will shall so notify the Holdersholders of the Securities, the Trustee and the Conversion Agent (if other than the Trustee) promptly after such condition ceases to be met. The Company will initially act as Bid Solicitation Agent. (iii) If, prior to the Close of Business on the Business Day immediately preceding April 1, 2021, If the Company elects to: (A) issue to all or substantially all holders of the Common Stock any rights, options or warrants rights entitling them to purchase, for a period of not more than expiring within 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the a share of Common Stock for the 10 consecutive Trading Day period ending on, and including, on the Trading Day immediately preceding the date of announcement of such issuance (taking into account any consideration received by the Company as described in Section 14.04(b))issuance; or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, debt securities or rights to purchase securities of the Company’s securities, which distribution has a per-per share value, as reasonably determined by the Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date of announcement for such distribution, then, in either each case, the Company must deliver notice of such issuance or distribution, and shall notify the Holders of the Ex-Dividend Date for such issuance or distributionSecurities, to in the Holders manner provided in Section 11.02 hereof, at least 50 25 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distributionissuance. Once the Company has given such notice, Holders may surrender all or any portion of their Securities for conversion at any time until the earlier of (1) the Close close of Business business on the Business Day immediately preceding the prior to such Ex-Dividend Date for such issuance or distribution and (2) the Company’s announcement that such issuance or distribution will not take place, even if the Securities are not otherwise convertible at such time; provided. Notwithstanding the foregoing, however, that Holders shall a Holder of Securities may not have convert its Securities under the right to convert their Securities pursuant to provisions of this subsection (b)(iiiSection 4.01(a)(iii) if the Company provides that Holders shall participatesuch Holder will participate in such issuance or distribution, at the same time and upon the same termsterms as a holder of Common Stock, as holders if such Holder held, for each $1,000 principal amount of the Common Stock in any of the transactions described above without having to convert their Securities as if they held Securities, a number of shares of the Common Stock equal to the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such issuance or distribution multiplied by the principal amount (expressed in thousands) of Securities held by such Holder on the Ex-Dividend Date for such issuance or distributionDate. (iv) If (A) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the Close of Business on the Business Day immediately preceding April 1, 2021occurs, regardless of whether a Holder has the right to require the Company to repurchase purchase the Securities as described under pursuant to Article 153 hereof, or (B) if the Company is a party to a consolidation, merger, binding share exchange, or sale, transfer or lease of all or substantially all of its assets (other than a merger effected solely to change the Company’s jurisdiction of incorporation that does not otherwise constitute a Fundamental Change or a Make-Whole Fundamental Change)assets, in each case, pursuant to which the Common Stock would be converted into cash, securities or other assets, all or any portion of a Holder’s Holders may surrender Securities may be surrendered for conversion at any time from or after the date which is 25 Scheduled Trading Days prior to the anticipated effective date of the such transaction or event until 35 Trading Days after such the actual effective date of such transaction (or, if such transaction or event also constitutes a Fundamental Change, until the related Fundamental Change Repurchase Date). The Company will shall notify the Holders, Holders and the Trustee and as promptly as practicable following the Conversion Agent (if other date the Company publicly announces such transaction, but in no event less than 25 Scheduled Trading Days prior to the Trustee) no later than the anticipated effective date of such transaction (it being understood and agreed that the public announcement by the Company of any such transaction or event. (c) Notwithstanding any other provision of event within the Securities or this Indenture, no Holder of Securities will be entitled to receive Common Stock following conversion of such Securities to the extent that receipt of such Common Stock would cause such Holder to exceed the ownership limitations contained required time period shall satisfy in the Company’s charter. (d) If any delivery of shares of Common Stock owed to a Holder upon conversion of Securities is not made, in whole or in part, as a result of the limitations described in Section 14.01(c), full the Company’s obligation to make such delivery shall so notify Holders of the Securities). (b) Securities may not be extinguished and converted after the Company shall deliver such shares as promptly as practicable after any such converting Holder gives notice to close of business on the Company that such delivery would not result in it exceeding the ownership limitations in the Company’s chartersecond Scheduled Trading Day immediately preceding July 15, 2014.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Indenture, each Holder at any time prior to 5:00 p.m., New York City time, on the Trading Day immediately preceding the Stated Maturity, the holder of any Note shall have the right, at such Holderholder’s option, to convert its Securities, or any portion of its Securities such that the principal amount that remains outstanding of each Security that is not converted in full equals $1,000 or an Principal Amount of the Notes and integral multiple of $1,000 in excess multiples thereof, into cash or a combination of cash and fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) at the Settlement Amount determined Conversion Rate in accordance effect at such time, subject to Section 15.01(d), by surrender of the Note so to be converted in whole or in part, together with any required funds, under the circumstances described in this Section 14.03(a) hereof, (x) prior to 15.01 and in the Close of Business on manner provided in Section 15.02. The Notes shall be convertible only during the Business Day immediately preceding April 1, 2021, only following periods upon satisfaction the occurrence of one or more of the conditions described in Section 14.01(b) hereof, and (y) on or after April 1, 2021, at any time prior to the Close of Business on the Business Day immediately preceding the Maturity Date.following events: (i) Prior to the Close of Business on the Business Day immediately preceding April 1, 2021, a Holder may surrender its Securities for conversion at any time (A) during any calendar quarter commencing after the calendar quarter ending on December 31, 2018 (and only during such calendar quarter) commencing after December 31, 2004 and before January 1, 2020, if the Last Reported Sale Price of the Common Stock for at least 20 twenty Trading Days (whether or not consecutive) during the period of 30 thirty consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 110125% of the applicable Conversion Price in effect on each such last Trading Day or (B) at any time on or after January 1, 2020 if the Last Reported Sale Price of the Common Stock on any date on or after December 31, 2019 is greater than or equal to 125% of the applicable Trading Day.Conversion Price; (ii) Prior to the Close of Business on the Business Day immediately preceding April 1, 2021, a Holder may surrender all or any portion of its Securities for conversion at any time during the five Business Day period after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of SecuritiesNote, as determined following a request by a Holder holder in accordance with the procedures set forth in this subsection (b)(ii)described below, for each Trading Day day of such Measurement Period was that period is less than 98% of the product of the applicable Conversion Rate and the Last Reported Sale Price of the Common Stock for each day during such period; (1iii) in the event that the Company calls any or all of the Notes for redemption, at any time prior to 5:00 p.m., New York City time, on the second Trading Day immediately preceding the Redemption Date at which time the right to convert such Notes will expire, unless the Company fails to pay the Redemption Price; provided that only those Notes that are called for redemption may be converted following such an event; or (iv) as provided in Section (b) of this Section 15.01. (b) In addition, if: (i) (A) the Company distributes to all holders of Common Stock rights or warrants entitling them to subscribe for or purchase (for a period expiring within 45 calendar days of the date of the distribution) shares of Common Stock at less than the Last Reported Sale Price of the Common Stock on such Trading Day and (2) the Conversion Rate in effect on such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(ii) and the definition of “Trading Price” set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company in accordance with the definition of Trading Price, along with the appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of Securities unless the Company has requested such determination; and the Company shall have no obligation to make such request (or, if the Company is the Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price of the Securities) unless a Holder of a Security provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 98% of the product of (1) the Last Reported Sale Price of the Common Stock on such Trading Day and (2) the Conversion Rate in effect on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine (or, if the Company is the Bid Solicitation Agent, the Company shall determine) the Trading Price per $1,000 principal amount of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Securities for a Trading Day is greater than or equal to 98% of the product of (1) the Last Reported Sale Price of the Common Stock on such Trading Day and (2) the Conversion Rate in effect on such Trading Day. Whenever the condition to conversion set forth in this subsection (b)(ii) has been met, but was not met on the immediately preceding Trading Day, the Company will so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the condition to conversion set forth in this subsection (b)(ii) has been met, the condition to conversion set forth in this subsection (b)(ii) ceases to be met, the Company will so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) promptly after such condition ceases to be met. The Company will initially act as Bid Solicitation Agent. (iii) If, prior to the Close of Business on the Business Day immediately preceding April 1, 2021, the Company elects to: (A) issue to all or substantially all holders of the Common Stock any rights, options or warrants entitling them for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the declaration date of announcement of such issuance (taking into account any consideration received by the Company as described in Section 14.04(b)); or distribution, or (B) distribute the Company distributes to all or substantially all holders of the Common Stock the Company’s Stock, assets, debt securities or rights to purchase securities of the Company’s securities, which distribution has a per-per share value, value as reasonably determined by the Board of Directors, Directors and set forth in a Board Resolution exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date of announcement for such distribution, then, in either case, the Notes may be surrendered for conversion at any time on and after the date that the Company must deliver gives notice to the holders of such issuance or distribution, and of the Ex-Dividend Date for such issuance or distribution, to the Holders at least 50 Scheduled Trading which shall be not less than 20 Business Days prior to the Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, Holders may surrender all or any portion of their Securities for conversion at any time until the earlier of (1) the Close of Business 5:00 p.m., New York City time, on the Business Day immediately preceding preceding, but not including, the Ex-Dividend Date for such issuance or distribution and (2) the Company’s announcement date the Company publicly announces that such issuance or distribution will not take place, even if the Securities are not otherwise convertible at such time; provided, however, provided that Holders shall not have the right to no holder may convert their Securities pursuant to Notes in accordance with this subsection (b)(iiiSection 15.01(b)(i) if the Company provides that Holders shall participate, at holder will otherwise participate in such distribution without conversion as a result of holding the same time and upon the same terms, as holders of the Common Stock in any of the transactions described above without having to convert their Securities as if they held a number of shares of the Common Stock equal to the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such issuance or distribution multiplied by the principal amount (expressed in thousands) of Securities held by such Holder on the Ex-Dividend Date for such issuance or distribution.Notes; (iv) If (A) a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the Close of Business on the Business Day immediately preceding April 1, 2021, regardless of whether a Holder has the right to require the Company to repurchase the Securities as described under Article 15, or (Bii) the Company consolidates with or merges with or into another Person, is a party to a consolidation, merger, binding share exchangeexchange or conveys, transfers, sells, leases or transfer or lease otherwise disposes of all or substantially all of its assets (other than a merger effected solely to change the Company’s jurisdiction of incorporation that does not otherwise constitute a Fundamental Change or a Make-Whole Fundamental Change)assets, in each case, case pursuant to which the Common Stock would be converted into (A) cash or property other than securities, or (B) cash, securities or other assetsproperty, all or any portion provided that in the case of clause (B), such transaction also constitutes a Holder’s Securities Fundamental Change, then the Notes may be surrendered for conversion at any time from or after beginning fifteen calendar days prior to the anticipated effective date of the transaction or event until 35 Trading Days and including the date which is fifteen calendar days after such the actual effective date or, (“Effective Date”) of the transaction (or if such transaction consolidation, merger, share exchange or event transfer also constitutes a Fundamental Change, until the related Fundamental Change Repurchase DateDate corresponding to such Fundamental Change). The Board of Directors shall determine the anticipated Effective Date of the transaction, and such determination shall be conclusive and binding on the holders and shall be publicly announced by the Company will notify the Holders, the Trustee and the Conversion Agent (if by publication on its Web site or through such other than the Trustee) no public medium as it may use at that time not later than the effective date of two Business Days prior to such transaction or event.15th calendar day; (c) Notwithstanding any other provision of Whenever the Securities or Notes shall become convertible pursuant to this IndentureSection 15.01, no Holder of Securities will be entitled to receive Common Stock following conversion of such Securities to the extent that receipt of such Common Stock would cause such Holder to exceed the ownership limitations contained in Company or, at the Company’s charterrequest, the Trustee in the name and at the expense of the Company, shall notify the holders of the event triggering such convertibility in the manner provided in Section 17.03, and the Company shall also publicly announce such information by publication on the Company’s Web site or through such other public medium as it may use at such time. Any notice so given shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. In connection with any conversion pursuant to Section 15.01(a)(ii), the Bid Solicitation Agent shall have no obligation to obtain the bids necessary for the Company to determine the Trading Price per Note unless the Company has requested it to do so, and the Company shall have no obligation to make such request unless so requested by a holder. At such time, the Company will instruct the Bid Solicitation Agent to obtain the bids so that the Company can determine the Trading Price per Note beginning on the next Trading Day and on each successive Trading Day until the Trading Price per Note is greater than or equal to 98% of the product of the Conversion Rate and the Last Reported Sale Price of the Common Stock. The Company or its designated agent shall determine on a daily basis during the last ten Trading Days of each calendar quarter (until such day, if any, as the Notes are determined to be convertible) whether the Notes shall be convertible as a result of the occurrence of an event specified in Section 15.01(a)(i) and, if the Notes shall be so convertible, the Company shall promptly deliver to the Conversion Agent written notice thereof. The Trustee shall be entitled at its sole discretion to consult with the Company and to request the assistance of the Company in connection with the Trustee’s duties and obligations pursuant to this Section 15.01, and the Company agrees, if requested by the Trustee, to cooperate with, and provide assistance to, the Trustee in carrying out its duties under this Section 15.01; provided, however, that nothing herein shall be construed to relieve the Trustee of its duties pursuant to Section 15.01 hereof. (d) A Note in respect of which a holder is electing to exercise its option to require repurchase upon a Fundamental Change pursuant to Section 3.05 or repurchase pursuant to Section 3.06 may be converted only if such holder withdraws its election in accordance with Section 3.08(d). A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his Notes into Common Stock, and only to the extent such Notes are deemed to have been converted to Common Stock under this Article 15. (e) If any delivery a Noteholder elects to convert its notes in connection with a specified corporate transaction pursuant to Section 15.01(b) that occurs prior to November 1, 2009, and the corporate transaction also constitutes a Fundamental Change, such Noteholder will be entitled to receive, in addition to the cash or combination of cash and shares of Common Stock, as the case may be, equal to the Conversion Rate per $1,000 Principal Amount of Notes, an additional number of shares of Common Stock owed (the “Additional Shares”) as described below, provided that if the Stock Price is greater than $65.00 or less than $14.74 (subject in each case to a Holder upon conversion of Securities is not made, in whole or in part, adjustment as a result of the limitations described in Section 14.01(cbelow), the Company’s obligation number of Additional Shares shall be zero. The number of Additional Shares will be determined by reference to make such delivery shall not be extinguished the table attached as Schedule A hereto, based on the Effective Date and the Company shall deliver Stock Price; provided that if the Stock Price is between two Stock Price amounts in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares will be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year. The Stock Prices set forth in the first row of the table in Schedule A hereto and set forth in the first paragraph of this Section 15.01(e) will be adjusted as of any date on which the Conversion Rate of the Notes is adjusted. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such shares as promptly as practicable after any such converting Holder gives notice adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the Company that such delivery would not result in it exceeding adjustment giving rise to the ownership limitations Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares will be adjusted in the Company’s chartersame manner as the Conversion Rate as set forth Section 15.05. Notwithstanding the foregoing, in no event will the total number of shares of Common Stock issuable upon conversion exceed 67.8426 per $1,000 Principal Amount of Notes, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 15.05.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Indenture, each Holder of Securities shall have the right, at such Holder’s option, to convert its the principal amount of any such Securities, or any portion of its Securities such that the principal amount that remains outstanding of each Security that is not converted in full equals equal to $1,000 or an integral a multiple of $1,000 in excess thereof, into at the Settlement Amount determined Conversion Rate in accordance with Section 14.03(a) hereofeffect on the Conversion Date for such Securities, (x) prior to the Close close of Business business on the Business Day immediately preceding April 1May 15, 20212015, only upon satisfaction of one or more of the conditions described in Section 14.01(bclauses (i) hereof, through (iv) below and (y) on or after April 1May 15, 20212015, at any time prior to the Close close of Business business on the Business second Scheduled Trading Day immediately preceding November 15, 2015 irrespective of the Maturity Date.conditions described in clauses (i) through (iv) below: (i) Prior to the Close close of Business business on the Business Day immediately preceding April 1May 15, 20212015, a Holder of Securities may surrender all or a portion of its Securities for conversion at any time during any calendar fiscal quarter commencing after the calendar quarter ending on December 31, 2018 (and only during such calendar fiscal quarter) commencing after December 31, 2009 if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar fiscal quarter is greater than or equal to 110130% of the applicable Conversion Price in effect on each applicable Trading Day. The Company shall notify the Trustee and the Conversion Agent if the Securities become convertible in accordance with this Section 12.01(a)(i). (ii) Prior to the Close close of Business business on the Business Day immediately preceding April 1May 15, 20212015, a Holder of Securities may surrender all or any portion of its Securities for conversion at any time during the five Business Day period after any five 10 consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Securities, as determined following a request by a Holder of Securities in accordance with the procedures set forth in this subsection (b)(iiSection 12.01(a)(ii), for each Trading Day of such Measurement Period period was less than 98% of the product of (1) the Last Reported Sale Price of the Common Stock on such Trading Day and (2) the Conversion Rate in effect on such Trading Day. The Trading Prices shall be determined by Conversion Date (the Bid Solicitation Agent pursuant to this subsection (b)(ii) and the definition of “Trading Price” set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company in accordance with the definition of Trading Price, along with the appropriate contact information for eachPrice Condition”). The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Securities in accordance with this Section 12.01(a)(ii) unless requested by the Company has requested such determination; Company, and the Company shall have no obligation to make such request (or, if the Company is the Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price of the Securities) unless a Holder of a Security Securities provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 98% of the product of (1) the Last Reported Sale Price of the Common Stock on such Trading Day and (2) the applicable Conversion Rate in effect on such Trading DayRate. At such time, the The Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine (or, if the Company is the then acting as Bid Solicitation Agent, the Company shall determine) the Trading Price per $1,000 principal amount of the Securities beginning on the next Trading Day promptly following the receipt of such evidence and on each successive Trading Day until such Trading Day on which the Trading Price per $1,000 principal amount of Securities for a Trading Day is greater than or equal to 98% of the product of (1) the Last Reported Sale Price of the Common Stock on such and the applicable Conversion Rate. If the Company does not so instruct the Bid Solicitation Agent to obtain (or, if the Company is then acting as Bid Solicitation Agent, the Company does not obtain) bids when required, the Trading Day Price per $1,000 principal amount of the Securities will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and (2) the applicable Conversion Rate in effect on such each day the Company fails to do so. If the Trading Day. Whenever the condition to conversion set forth in this subsection (b)(ii) Price Condition has been met, but was not met on the immediately preceding Trading Day, the Company will shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)Agent. If, at any time after the condition to conversion set forth in this subsection (b)(ii) Trading Price Condition has been met, the condition Trading Price per $1,000 principal amount of Securities is greater than or equal to conversion set forth in this subsection (b)(ii) ceases to be met98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Company will shall so notify the Holdersholders of the Securities, the Trustee and the Conversion Agent (if other than the Trustee) promptly after such condition ceases to be met. The Company will initially act as Bid Solicitation Agent. (iii) If, prior to the Close of Business on the Business Day immediately preceding April 1, 2021, If the Company elects to: (A) issue to all or substantially all holders of the Common Stock any rights, options certain rights or warrants entitling them to purchase, for a period of not more than 45 calendar expiring within 60 days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the a share of Common Stock for the 10 consecutive Trading Day period ending on, and including, on the Trading Day immediately preceding the date of announcement of such issuance (taking into account any consideration received by the Company as described in Section 14.04(b))issuance; or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, debt securities or certain rights to purchase securities of the Company’s securities, which distribution has a per-per share value, as reasonably determined by the Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the date of announcement for such distribution, then, in either each case, the Company must deliver notice of such issuance or distribution, and shall notify the Holders of the Ex-Dividend Date for such issuance or distribution, to the Holders Securities at least 50 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distributionissuance. Once the Company has given such notice, Holders may surrender all or any portion of their Securities for conversion at any time until the earlier of (1) the Close close of Business business on the Business Day immediately preceding the prior to such Ex-Dividend Date for such issuance or distribution and (2) the Company’s announcement that such issuance or distribution will not take place, even if the Securities are not otherwise convertible at such time; provided. Notwithstanding the foregoing, however, that Holders shall a Holder of Securities may not have convert its Securities under the right to convert their Securities pursuant to provisions of this subsection (b)(iiiSection 12.01(a)(iii) if the Company provides that Holders shall participatesuch Holder will participate in such issuance or distribution, at the same time and upon the same termsterms as a holder of Common Stock, as holders if such Holder held, for each $1,000 principal amount of the Common Stock in any of the transactions described above without having to convert their Securities as if they held Securities, a number of shares of the Common Stock equal to the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such issuance or distribution multiplied by the principal amount (expressed in thousands) of Securities held by such Holder on the Ex-Dividend Date for such issuance or distributionDate. (iv) If (A) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the Close of Business on the Business Day immediately preceding April 1, 2021occurs, regardless of whether a Holder has the right to require the Company to repurchase purchase the Securities as described under pursuant to Article 15XI hereof, or (B) if the Company is a party to a consolidation, merger, binding share exchange, or sale, transfer or lease of all or substantially all of its assets (other than a merger effected solely to change the Company’s jurisdiction of incorporation that does not otherwise constitute a Fundamental Change or a Make-Whole Fundamental Change)assets, in each case, pursuant to which the Common Stock would be converted into cash, securities or other assets, all or any portion of a Holder’s Holders may surrender Securities may be surrendered for conversion at any time from or after the date which is 50 Scheduled Trading Days prior to the anticipated effective date of the such transaction or event until 35 Trading Days after such the actual effective date of such transaction (or, if such transaction or event also constitutes a Fundamental Change, until the related Fundamental Change Repurchase Purchase Date). The Company will shall notify the Holders, Holders and the Trustee and as promptly as practicable following the Conversion Agent (if other date the Company publicly announces such transaction, but in no event less than 50 Scheduled Trading Days prior to the Trustee) no later than the anticipated effective date of such transaction or event.transaction (cb) Notwithstanding any other provision of the Securities or this Indenture, no Holder of Securities will be entitled to receive Common Stock following conversion of such Securities to the extent that receipt of such Common Stock would cause such Holder to exceed the ownership limitations contained in the Company’s charter. (d) If any delivery of shares of Common Stock owed to a Holder upon conversion of Securities is not made, in whole or in part, as a result of the limitations described in Section 14.01(c), the Company’s obligation to make such delivery shall may not be extinguished and converted after the Company shall deliver such shares as promptly as practicable after any such converting Holder gives notice to close of business on the Company that such delivery would not result in it exceeding the ownership limitations in the Company’s chartersecond Scheduled Trading Day immediately preceding November 15, 2015.

Right to Convert. (a) Subject to and upon compliance in accordance with the provisions of this Indenture, each Holder prior to the close of business on the Business Day immediately preceding March 15, 2025, the holder of any Debenture shall have the right, at such Holder’s holder's option, to convert its Securitiesthe principal amount of the Debenture, or any portion of its Securities such that the principal amount that remains outstanding of each Security that is not converted in full equals $1,000 or an integral a multiple of $1,000 in excess thereof1,000, into cash and fully paid and shares of Common Stock, if any, at a rate (the Settlement Amount determined 84 "CONVERSION RATE") equivalent to 18.4493 shares of Common Stock (subject to adjustment as provided in accordance with Section 14.03(athis Indenture) hereof, (x) prior to the Close of Business on the Business Day immediately preceding April 1, 2021, only upon satisfaction of one or more per $1,000 principal amount Debenture under any of the conditions described in Section 14.01(b) hereof, and following circumstances (y) on or after April 1, 2021, at any time prior to the Close of Business on the Business Day immediately preceding the Maturity Date."CONVERSION OBLIGATION"): (i) Prior to the Close of Business on the Business Day immediately preceding April 1, 2021, a Holder may surrender its Securities for conversion at any time during any calendar quarter commencing after the calendar quarter ending on December 31, 2018 Fiscal Quarter (and but only during such calendar quarterFiscal Quarter) commencing after June 30, 2005, if the Last Reported Sale Closing Price of the Common Stock exceeds 130% of the Conversion Price then in effect for at least 20 twenty (20) Trading Days in the thirty (whether or not consecutive30) during the period of 30 consecutive Trading Days Day period ending on the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 110% Fiscal Quarter (it being understood for purposes of this Section 17.01(a)(i) that the Conversion Price in effect at the close of business on each applicable of the thirty (30) consecutive Trading Day.Days should be used); (ii) Prior to the Close of Business on the Business Day immediately preceding April 1, 2021, a Holder may surrender all or any portion of its Securities for conversion at any time during the five Business Day period after immediately following any five consecutive Trading Day period (the “Measurement Period”"MEASUREMENT PERIOD") in which the Trading Price per $1,000 principal amount of Securities, the Debentures for each day of the Measurement Period was less than 95% of the product of the Closing Price of the Common Stock and the Conversion Rate then in effect (as determined following a request the provision by a Holder Debentureholder of reasonable evidence that such condition has occurred in accordance with the procedures set forth in described below); provided, however, that the Debentures shall not be convertible pursuant to this subsection clause (b)(ii), for each ii) if on any Trading Day of such during the Measurement Period was less than 98% of the product of (1) the Last Reported Sale Closing Price of the Common Stock was between 100% and 130% of the then current Conversion Price; (iii) if the Debentures have been called for redemption, at any time on such Trading or after the date the notice of redemption has been given until the close of business on the Business Day and immediately preceding the redemption date; (2iv) as provided in Section 17.01(b); and (v) as provided in Section 17.01(c). (i) whether the Conversion Rate in effect on such Trading Day. The Trading Prices Debentures shall be determined by convertible as a result of the Bid Solicitation Agent occurrence of an event specified in clause (i) above. Whenever the Debentures shall become convertible pursuant to this subsection (b)(ii) Section 17.01, the Company or, at the Company's request, the Trustee in the name and at the expense of the Company, shall notify the holders of the event triggering such convertibility in the manner provided in Section 18.03, and the definition of “Trading Price” set forth in this IndentureCompany shall also publicly announce such information and publish such information on the Company's web site or through such other public medium as the Company shall use at such time. Any notice so given shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. The Company shall provide written notice to the Bid Solicitation Agent Trustee (if or other than the Company) of the three independent nationally recognized securities dealers selected conversion agent appointed by the Company in accordance with the definition of Trading Price, along with the appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of Securities under Section 17.01(a)(ii) unless the Company has requested such a determination; , and the Company shall have no obligation to make such request (or, if the Company is the Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price of the Securities) unless a Holder of a Security holder provides the Company it with reasonable evidence that the Trading Price per $1,000 principal amount of Securities Debentures would be less than 9895% of the product of (1) the Last Reported Sale Closing Price of the Common Stock on such Trading Day and (2) the Conversion Rate then in effect on effect. If such Trading Day. At such timeevidence is provided, the Company shall instruct the Bid Solicitation Agent Trustee (if or other than the Companyconversion agent) to determine (or, if at the expense of the Company is the Bid Solicitation Agent, the Company shall determine) the Trading Price per $1,000 principal amount of the Securities Debentures beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Securities for a Trading Day Debentures is greater than or equal to 9895% of the product of (1) the Last Reported Sale Closing Price of the Common Stock on such Trading Day and (2) the Conversion Rate then in effect on effect; provided that the Trustee shall be under no duty or obligation to make the calculations described in Section 17.01(a)(ii) hereof or to determine whether the Debentures are convertible pursuant to such Trading Daysection. Whenever For the condition to conversion set forth in this subsection (b)(ii) has been met, but was not met on the immediately preceding Trading Dayavoidance of doubt, the Company will so notify shall make the Holderscalculations described in Section 17.01(a)(ii), using the Trading Price provided by the Trustee. The Trustee shall be entitled at its sole discretion to consult with the Company and to request the assistance of the Company in connection with the Trustee's duties and obligations pursuant to Section 17.01(a)(ii) hereof (including without limitation the determination of the Conversion Rate, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the condition to conversion set forth in this subsection (b)(ii) has been met, the condition to conversion set forth in this subsection (b)(ii) ceases to be met, the Company will so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) promptly after such condition ceases to be met. The Company will initially act as Bid Solicitation Agent. (iii) If, prior to the Close of Business on the Business Day immediately preceding April 1, 2021, the Company elects to: (A) issue to all or substantially all holders Closing Prices of the Common Stock any and the Trading Price), and the Company agrees, if requested by the Trustee, to cooperate with, and provide assistance to, the Trustee in carrying out its duties under this Section 17.01; provided, however, that nothing herein shall be construed to relieve the Trustee of its duties pursuant to Section 17.01(a) hereof. (b) In addition, if: (i) (A) the Company distributes to all holders of its Common Stock rights, warrants or options or warrants entitling them (for a period expiring within forty-five (45) days of not more than 45 calendar days after the announcement record date for the determination of the stockholders entitled to receive such issuance, distribution) to subscribe for or purchase shares of the Common Stock Stock, at a price per share that is less than the average of the Last Reported Sale Closing Prices of the Common Stock for the 10 consecutive ten (10) Trading Day period ending onDays immediately preceding, and but not including, the Trading Day immediately preceding the declaration date of announcement of for such issuance (taking into account any consideration received by the Company as described in Section 14.04(b)); or distribution, or (B) distribute the Company distributes to all or substantially all holders of the its Common Stock the Company’s Stock, assets, debt securities or rights to purchase its securities (other than the Company’s securitiesrights, which warrants or options referred to in clause (A) above), where the Fair Market Value of such distribution has a per-per share value, as reasonably determined by the Board of Directors, exceeding Common Stock exceeds 10% of the Last Reported Sale Closing Price of the Common Stock on the Trading Day immediately preceding the declaration date of announcement for such distribution, then, in either case, the Debentures may be surrendered for conversion at any time on and after the date that the Company must deliver gives notice to the holders of such issuance or distribution, and of the Ex-Dividend Date for such issuance or distribution, to the Holders at least 50 Scheduled Trading Days which shall be not less than twenty (20) days prior to the Ex-Dividend Date Time for such issuance or distribution. Once the Company has given such notice, Holders may surrender all or any portion of their Securities for conversion at any time until the earlier of (1) the Close close of Business business on the Business Day immediately preceding preceding, but not including, the Ex-Dividend Date for such issuance Time or distribution and (2) the Company’s announcement date the Company publicly announces that such issuance or distribution will not take place, even if the Securities are not otherwise convertible at such time; provided, however, provided that Holders shall not have the right to convert their Securities pursuant to this subsection (b)(iii) if the Company provides that Holders shall participate, at the same time and upon the same terms, as holders of the Common Stock in any of the transactions described above without having to convert their Securities as if they held a number of shares of the Common Stock equal no adjustment to the Conversion Rate will be made nor will a holder of a Debenture be able to convert pursuant to this Section 17.01(b) if such holder will otherwise participate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such issuance or distribution multiplied by the principal amount (expressed in thousands) of Securities held by such Holder on the Ex-Dividend Date for such issuance or distribution.without conversion; or (iv) If (A) a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the Close of Business on the Business Day immediately preceding April 1, 2021, regardless of whether a Holder has the right to require the Company to repurchase the Securities as described under Article 15, or (Bii) the Company consolidates with or merges with or into another Person or is a party to a consolidation, merger, binding share exchange, or transfer or lease of all or substantially all of its assets (other than a merger effected solely to change the Company’s jurisdiction of incorporation that does not otherwise constitute a Fundamental Change or a Make-Whole Fundamental Change), in each case, case pursuant to which the Common Stock would be is converted into cash, securities or other assetsproperty, all or any portion of a Holder’s Securities then the Debentures may be surrendered for conversion at any time from or and after the date fifteen (15) days prior to the anticipated effective date of the transaction or event until 35 Trading Days and ending on and including the date fifteen (15) days after such effective date orthe consummation of the transaction, if unless such transaction occurs on or event prior to March 20, 2010 and also constitutes a Fundamental Change, until Make Whole Event (in which case the related Fundamental Change Repurchase DateDebentures will be convertible in accordance with Section 17.01(c)). The Company will shall notify the Holders, holders and the Trustee and (whether or not such transaction also constitutes a Make Whole Event) at the Conversion Agent same time the Company publicly announces such transaction (if other but in no event less than the Trustee) no later than 15 days prior to the effective date of such transaction or event. (c) Notwithstanding any other provision of transaction). Following the Securities or this Indenture, no Holder of Securities will be entitled to receive Common Stock following conversion effective date of such Securities to the extent that receipt of such Common Stock would cause such Holder to exceed the ownership limitations contained in the Company’s charter. (d) If any delivery of shares of Common Stock owed to a Holder upon conversion of Securities is not made, in whole or in part, as a result of the limitations described in Section 14.01(c)transaction, the Company’s obligation right to make such delivery shall not be extinguished convert the Debentures at the Conversion Rate, and the Company settlement thereof, shall deliver such shares be modified as promptly as practicable after any such converting Holder gives notice to the Company that such delivery would not result in it exceeding the ownership limitations in the Company’s charterset forth under Section 17.06.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Indenture, each Holder shall have the right, at such Holder’s option, to convert its SecuritiesNotes, or any portion of its Securities such that the principal amount that remains outstanding of each Security that is not converted Notes in full equals $1,000 or an integral multiple multiples of $1,000 in excess thereof, into the Settlement Amount determined in accordance with Section 14.03(a4.03(a) hereof, (x) prior to the Close of Business on the Business Day immediately preceding April 1October 15, 20212017, only upon satisfaction of one or more of the conditions described in Section 14.01(b4.01(b) hereof, and (y) subject to prior repurchase, on or after April 1October 15, 20212017, at any time prior to the Close of Business on the Business Day immediately preceding the Maturity DateDate regardless of the conditions described in Section 4.01(b) hereof. (i1) Prior to the Close of Business on the Business Day immediately preceding April 1October 15, 20212017 and subject to earlier repurchase, a Holder may surrender its Securities Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on December 31June 30, 2018 2013 (and only during such calendar quarter) if the Last Reported Closing Sale Price of the Common Stock for at least each of 20 or more Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter is greater than equals or equal to 110exceeds 130% of the Conversion Price in effect on each applicable Trading Day. The Board of Directors of the Issuer will make appropriate adjustments, in its good faith determination, to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the applicable Conversion Rate where the Ex-Date or the Effective Date of the event occurs, during that 30 consecutive Trading Day period. (ii2) Prior to the Close of Business on the Business Day immediately preceding April 1October 15, 20212017 and subject to earlier repurchase, a Holder may surrender all or any portion of its Securities Notes for conversion at any time during the five consecutive Business Day period immediately after any five consecutive Trading Day period (the “Note Measurement Period”) in which the Trading Price per $1,000 principal amount of SecuritiesNotes, as determined following a request by a Holder in accordance with the procedures set forth in this subsection (b)(iiSection 4.01(b)(2), for each Trading Day of such Note Measurement Period was less than 98% of the product of (1) the Last Reported Sale Price of the Common Stock on such Trading Day and (2) the Conversion Rate Value in effect on such Trading Day. The Trading Prices Price shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(iiSection 4.01(b)(2) and the definition of “Trading Price” set forth in this IndentureSection 1.02 hereof. The Company Issuer shall provide written notice to the Bid Solicitation Agent (if other than the CompanyIssuer) of the three independent nationally recognized securities dealers selected by the Company Issuer in accordance with the definition of Trading Price, along with the appropriate contact information for each. The Bid Solicitation Agent (if other than the CompanyIssuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Securities the Notes unless the Company Issuer has requested such determination; and the Company Issuer shall have no obligation to make such request (or, if the Company Issuer is the Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price of the SecuritiesNotes) unless a Holder of a Security Note provides the Company it with reasonable evidence that the Trading Price per $1,000 principal amount of Securities Notes would be less than 98% of the product of (1) the Last Reported Sale Price of the Common Stock on such Trading Day and (2) the Conversion Rate Value in effect on such Trading Day. At such time, the Company Issuer shall instruct the Bid Solicitation Agent (if other than the Company) to determine (or, if the Company Issuer is the Bid Solicitation Agent, the Company shall determine) the Trading Price per $1,000 principal amount of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Securities for a Trading Day is greater than or equal to 98% of the product of (1) the Last Reported Sale Price of the Common Stock on such Trading Day and (2) the Conversion Rate in effect on such Trading Day. Whenever the condition to conversion set forth in this subsection (b)(ii) has been met, but was not met on the immediately preceding Trading Day, the Company will so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the condition to conversion set forth in this subsection (b)(ii) has been met, the condition to conversion set forth in this subsection (b)(ii) ceases to be met, the Company will so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) promptly after such condition ceases to be met. The Company will initially act as Bid Solicitation Agent. (iii) If, prior to the Close of Business on the Business Day immediately preceding April 1, 2021, the Company elects to: (A) issue to all or substantially all holders of the Common Stock any rights, options or warrants entitling them for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance (taking into account any consideration received by the Company as described in Section 14.04(b)); or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase the Company’s securities, which distribution has a per-share value, as reasonably determined by the Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the date of announcement for such distribution, then, in either case, the Company must deliver notice of such issuance or distribution, and of the Ex-Dividend Date for such issuance or distribution, to the Holders at least 50 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, Holders may surrender all or any portion of their Securities for conversion at any time until the earlier of (1) the Close of Business on the Business Day immediately preceding the Ex-Dividend Date for such issuance or distribution and (2) the Company’s announcement that such issuance or distribution will not take place, even if the Securities are not otherwise convertible at such time; provided, however, that Holders shall not have the right to convert their Securities pursuant to this subsection (b)(iii) if the Company provides that Holders shall participate, at the same time and upon the same terms, as holders of the Common Stock in any of the transactions described above without having to convert their Securities as if they held a number of shares of the Common Stock equal to the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such issuance or distribution multiplied by the principal amount (expressed in thousands) of Securities held by such Holder on the Ex-Dividend Date for such issuance or distribution. (iv) If (A) a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the Close of Business on the Business Day immediately preceding April 1, 2021, regardless of whether a Holder has the right to require the Company to repurchase the Securities as described under Article 15, or (B) the Company is a party to a consolidation, merger, binding share exchange, or transfer or lease of all or substantially all of its assets (other than a merger effected solely to change the Company’s jurisdiction of incorporation that does not otherwise constitute a Fundamental Change or a Make-Whole Fundamental Change), in each case, pursuant to which the Common Stock would be converted into cash, securities or other assets, all or any portion of a Holder’s Securities may be surrendered for conversion at any time from or after the effective date of the transaction or event until 35 Trading Days after such effective date or, if such transaction or event also constitutes a Fundamental Change, until the related Fundamental Change Repurchase Date. The Company will notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) no later than the effective date of such transaction or event. (c) Notwithstanding any other provision of the Securities or this Indenture, no Holder of Securities will be entitled to receive Common Stock following conversion of such Securities to the extent that receipt of such Common Stock would cause such Holder to exceed the ownership limitations contained in the Company’s charter. (d) If any delivery of shares of Common Stock owed to a Holder upon conversion of Securities is not made, in whole or in part, as a result of the limitations described in Section 14.01(c), the Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such shares as promptly as practicable after any such converting Holder gives notice to the Company that such delivery would not result in it exceeding the ownership limitations in the Company’s charter.the

Right to Convert. (a) Subject to and upon compliance with the provisions of this IndentureArticle IX, each a Holder shall have the right, at such Holder’s option, to may convert its Securities, or any portion Notes into shares of its Securities such that Common Stock at the principal amount that remains outstanding of each Security that is not converted in full equals $1,000 or an integral multiple of $1,000 in excess thereof, into the Settlement Amount determined in accordance with Section 14.03(aapplicable Conversion Rate (defined below) hereof, (x) prior to the Close of Business on the Business Day immediately preceding April 1, 2021, only upon satisfaction of one or more of the conditions described in Section 14.01(b) hereof, and (y) on or after April 1, 2021, at any time prior to during which the Close of Business on the Business Day immediately preceding the Maturity Date.following conditions are met: (i) Prior to the Close of Business on the Business Day immediately preceding April 1, 2021, a Holder may surrender its Securities for conversion at any time during any calendar quarter commencing at any time after the calendar quarter ending on December March 31, 2018 (2006, and only during such calendar quarter) if , if, as of the Last Reported Sale last day of the immediately preceding calendar quarter, the Closing Price per share of the Common Stock for at least 20 twenty Trading Days (whether or not consecutive) during the in a period of 30 the thirty consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter is greater more than or equal to 110120% of the Conversion Price in effect on each applicable Trading Day.the last day of the immediately preceding calendar quarter; (ii) Prior to the Close of Business on the Business Day immediately preceding April 1, 2021, a Holder may surrender all or during any portion of its Securities for conversion at any time during the five consecutive Business Day period after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of SecuritiesNotes, as determined following a request by a Holder in accordance with the procedures set forth provided in this subsection (b)(iiSection 9.2(b), for each Trading Day day of such Measurement Period that period was less than 98% of the product of (1) the Last Reported Sale Closing Price of the Common Stock on such Trading Day and (2) the applicable Conversion Rate in effect on such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(ii) and the definition of “Trading Price” set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company in accordance with the definition of Trading Price, along with the appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of Securities unless the Company has requested such determination; and the Company shall have no obligation to make such request (or, if the Company is the Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price of the Securities) unless a Holder of a Security provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 98% of the product of (1) the Last Reported Sale Price of the Common Stock on such Trading Day and (2) the Conversion Rate in effect on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine (or, if the Company is the Bid Solicitation Agent, the Company shall determine) the Trading Price per $1,000 principal amount of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Securities for a Trading Day is greater than or equal to 98% of the product of (1) the Last Reported Sale Price of the Common Stock on such Trading Day and (2) the Conversion Rate in effect on such Trading Day. Whenever the condition to conversion set forth in this subsection (b)(ii) has been met, but was not met on the immediately preceding Trading Day, the Company will so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the condition to conversion set forth in this subsection (b)(ii) has been met, the condition to conversion set forth in this subsection (b)(ii) ceases to be met, the Company will so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) promptly after such condition ceases to be met. The Company will initially act as Bid Solicitation AgentNotes. (iii) Ifin the event that the Company calls the Notes for redemption pursuant to Article V hereof, at any time prior to 5:00 p.m., New York City time, one Business Day prior to the Close of Business on the Business Day immediately preceding April 1Redemption Date, 2021, provided that if the Company elects to:to redeem less than all the Notes, only those Notes called for redemption may be redeemed pursuant to this Section 9.1(a)(iii); (Aiv) issue to all or substantially all holders upon the occurrence of a Make Whole Event at any time beginning ten Trading Days before the Common Stock any rights, options or warrants entitling them for a period of not more than 45 calendar days after the announcement anticipated effective date of such issuance, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, Make Whole Event and including, the Trading Day immediately preceding until the date of announcement of such issuance (taking into account any consideration received by specified in the Make Whole Event Conversion Notice, in which case the Company as described in Section 14.04(b)); or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase the Company’s securities, which distribution has a per-share value, as reasonably determined by the Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the date of announcement for such distribution, then, in either case, the Company must deliver notice of such issuance or distribution, and of the Ex-Dividend Date for such issuance or distribution, to will notify the Holders and Trustee at least 50 Scheduled 10 Trading Days prior to the Ex-Dividend Date for such issuance or distribution. Once anticipated effective date of any Make Whole Event that the Company has given such notice, Holders may surrender all knows or any portion of their Securities for conversion at any time until the earlier of reasonably should know will occur (1) the Close of Business on the Business Day immediately preceding the Ex-Dividend Date for such issuance or distribution and (2) the Company’s announcement that such issuance or distribution will not take place, even if the Securities are not otherwise convertible at such timea “Make Whole Event Conversion Notice”); provided, however, that Holders shall not have the right to convert their Securities pursuant to this subsection (b)(iii) if the Company provides does not know, and should not reasonably know, that a Make Whole Event will occur until a date that is within ten Trading Days before the anticipated effective date of such Make Whole Event, the Company will notify the Holders shall participate, at and the same time and upon Trustee promptly after the same terms, as holders Company has knowledge of the Common Stock in any of the transactions described above without having to convert their Securities as if they held a number of shares of the Common Stock equal to the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such issuance or distribution multiplied by the principal amount (expressed in thousands) of Securities held by such Holder on the Ex-Dividend Date for such issuance or distribution.Make Whole Event; (ivv) If (A) a Fundamental Change or a Make-Whole Fundamental Change occurs prior to in the Close of Business on the Business Day immediately preceding April 1, 2021, regardless of whether a Holder has the right to require event the Company to repurchase the Securities as described under Article 15, or (B) the Company is becomes a party to a any transaction or event (including but not limited to any consolidation, merger, merger or binding share exchange, other than a change resulting from a subdivision or transfer or lease of combination) pursuant to which all or substantially all Shares of its assets (other than a merger effected solely to change the Company’s jurisdiction of incorporation that does not otherwise constitute a Fundamental Change or a Make-Whole Fundamental Change), in each case, pursuant to which the Common Stock would be converted into cash, securities or other assetsproperty, all or any portion of in which case a Holder’s Securities Holder may be surrendered surrender Notes for conversion at any time from or and after the date that is 15 days prior to the anticipated effective date of the transaction or event until 35 Trading Days after such effective date or, if for such transaction or event also constitutes a Fundamental Change, until the related Fundamental Change Repurchase Date. The Company will notify earlier of 15 days after the Holders, the Trustee and the Conversion Agent (if other than the Trustee) no later than the actual effective date of such transaction or event. (c) Notwithstanding any other provision of event or the Securities date on which the Company announces that such transaction or this Indentureevent will not take place, no Holder of Securities will be entitled to receive Common Stock following conversion of such Securities to the extent that receipt of such Common Stock would cause such Holder to exceed the ownership limitations contained in the Company’s charter. (d) If any delivery of shares of Common Stock owed to a Holder upon conversion of Securities is not made, in whole or in part, as a result of the limitations described in Section 14.01(c), the Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such shares will provide written notice to the Trustee and the Holders as promptly as practicable after any such converting Holder gives notice to the Company that such delivery would not result in it exceeding the ownership limitations in following the Company’s charter.announcement of such transaction or event (but in any case not fewer than 15 days prior to the effective date of such transaction, or if such transaction also constitutes a Designated Event, no later than the date on which the Company provides a Company Notice of the occurrence of a Designated Event); provided that, notwithstanding the foregoing, the Notes shall not become subject to conversion by reason of a transaction which is effected solely to change the Company’s jurisdiction of incorporation and which results in a reclassification, conversion or exchange of outstanding shares of the Company’s Common Stock solely into shares of common stock of the surviving entity; or

Right to Convert. (a) Subject to and upon compliance with the provisions of this the Indenture, each Holder shall have the right, at such Holder’s option, at any time following the Issue Date of the Notes hereunder through the close of business on the third Scheduled Trading Day immediately prior to the Stated Maturity to convert its Securitiesthe Principal Amount of any such Notes, or any portion of its Securities such that the principal amount that remains outstanding of each Security that Principal Amount which is not converted in full equals $1,000 or an integral multiple of $1,000 thereof at the Conversion Rate then in excess thereof, into the Settlement Amount determined in accordance with Section 14.03(a) hereofeffect, (x) prior on or after November 15, 2014, without regard to the Close of Business on the Business Day immediately preceding April 1, 2021, only upon satisfaction of one or more of the conditions described in Section 14.01(bclauses (i) hereof, through (iv) below and (y) on or after April 1, 2021, at any time prior to November 15, 2014, only upon the Close satisfaction of Business on any of the Business Day immediately preceding the Maturity Date.following conditions: (i) Prior to the Close of Business on the Business Day immediately preceding April 1, 2021, a A Holder may surrender all or a portion of its Securities Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on December 31, 2018 (and only during such calendar quarter) commencing after June 30, 2008 if the Last Reported Sale Price of for the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 110130% of the applicable Conversion Price in effect on each applicable such Trading Day. (ii) Prior to the Close of Business on the Business Day immediately preceding April 1, 2021, a A Holder may surrender all or any portion of its Securities Notes for conversion at any time during the five Business Day period after any five 10 consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of SecuritiesNotes, as determined following a request by a Holder in accordance with the procedures set forth in this subsection (b)(iiSection 6.01(a)(ii), for each Trading Day day of such Measurement Period period was less than 98% of the product of (1) the Last Reported Sale Price of the Common Stock on such Trading Day and (2) the applicable Conversion Rate Rate. In connection with any conversion in effect on such Trading Day. The Trading Prices shall be determined by accordance with this Section 6.01(a)(ii), the Bid Solicitation Agent pursuant to this subsection (b)(ii) and the definition of “Trading Price” set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company in accordance with the definition of Trading Price, along with the appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of Securities the Notes unless requested by the Company has requested such determinationCompany; and the Company shall have no obligation to make such request (or, if the Company is the Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price of the Securities) unless a Holder of a Security provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities Notes would be less than 98% of the product of (1) the Last Reported Sale Price of the Common Stock on and the applicable Conversion Rate. Promptly after receiving such Trading Day and (2) the Conversion Rate in effect on such Trading Day. At such timeevidence, the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine (or, if the Company is the Bid Solicitation Agent, the Company shall determine) the Trading Price per $1,000 principal amount of the Securities Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Securities for a Trading Day Notes is greater than or equal to 98% of the product of (1) the Last Reported Sale Price of the Common Stock on such Trading Day and the applicable Conversion Rate. The Company shall notify the Trustee and the Holders, in the manner provided in Section 11.02 of the Base Indenture, promptly upon determining (2i) the Conversion Rate in effect on such Trading Day. Whenever that the condition to conversion convertibility of the Notes set forth in this subsection (b)(iiSection 6.01(a)(ii) has been met, but was not met on the immediately preceding Trading Day, the Company will so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, ii) at any time after the condition to conversion convertibility of the Notes set forth in this subsection (b)(iiSection 6.01(a)(ii) has been met, that the condition Trading Price per $1,000 principal amount of Notes is greater than or equal to conversion set forth in this subsection (b)(ii) ceases to be met, 98% of the Company will so notify product of the Holders, Last Reported Sale Price of the Trustee Common Stock and the applicable Conversion Agent (if other than the Trustee) promptly after such condition ceases to be met. The Company will initially act as Bid Solicitation AgentRate. (iii) If, prior to In the Close of Business on the Business Day immediately preceding April 1, 2021, event that the Company elects to: (A) issue to all or substantially all holders of the Common Stock any rights, options or warrants rights entitling them to purchase, for a period of not more than 45 calendar expiring within 60 days after the announcement date of such issuancethe distribution, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the a share of Common Stock for the 10 consecutive Trading Day period ending on, and including, on the Trading Day immediately preceding the date of announcement of such issuance (taking into account any consideration received by the Company as described in Section 14.04(b))issuance; or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, debt securities or rights to purchase securities of the Company’s securities, which distribution has a per-per share valueFair Market Value, as reasonably determined by the Company’s Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date of announcement for such distribution, then, in either each case, the Company must deliver notice shall notify the Holders, in the manner provided in Section 11.02 of such issuance the Base Indenture, at least 65 Scheduled Trading Days prior to the first date upon which a sale of Common Stock does not automatically transfer the right to receive the relevant dividend or distributiondistribution from the seller of Common Stock to its buyer (the “Ex-Dividend Date”) or, and of if later, the Company shall notify the Holders on which the Company sets the Ex-Dividend Date for such issuance or distribution; provided, to that in the Holders at least 50 Scheduled Trading Days prior to event that the Ex-Dividend Date for such issuance or distributiondistribution is less than 65 Scheduled Trading Days from the date of the Company’s notice, the Company will set the Ex-Dividend Date for such distribution in a manner that, subject to applicable law, provides as much notice as possible to Holders of the Notes. Once the Company has given such notice, Holders may surrender all or any portion of their Securities Notes for conversion at any time until the earlier of (1) the Close of Business 5:00 p.m., New York City time, on the Business Day immediately preceding the prior to such Ex-Dividend Date for such issuance or distribution and (2) the Company’s announcement that such issuance or distribution will not take place, even if the Securities Notes are not otherwise convertible at such time; provided, however, that Holders shall not have the right to convert their Securities pursuant to this subsection (b)(iii) if the Company provides that Holders shall participate, at the same time and upon the same terms, as holders of the Common Stock in any of the transactions described above without having to convert their Securities as if they held a number of shares of the Common Stock equal to the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such issuance or distribution multiplied by the principal amount (expressed in thousands) of Securities held by such Holder on the Ex-Dividend Date for such issuance or distribution. (iv) If (A) If the Company is party to a Fundamental Change or a Make-Whole Fundamental Change occurs Change, the Company shall notify Holders, in the manner provided in Section 11.02 of the Base Indenture, at least 65 Scheduled Trading Days prior to the Close of Business on the Business Day immediately preceding April 1, 2021, regardless of whether a Holder has the right to require anticipated effective date for such transaction. Once the Company to repurchase the Securities as described under Article 15has given such notice, or (B) the Company is a party to a consolidation, merger, binding share exchange, or transfer or lease of all or substantially all of its assets (other than a merger effected solely to change the Company’s jurisdiction of incorporation that does not otherwise constitute a Fundamental Change or a Make-Whole Fundamental Change), in each case, pursuant to which the Common Stock would be converted into cash, securities or other assets, all or any portion of a Holder’s Securities Holders may be surrendered surrender Notes for conversion at any time from or until 35 calendar days after the actual effective date of the such transaction or event until 35 Trading Days after such effective date or, if such transaction or event also constitutes a Fundamental Changelater, until the related Fundamental Change Repurchase Date. The Company will notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) no later than the effective date of such transaction or event. (cb) Notwithstanding any other provision the foregoing, a Note in respect of which a Holder has delivered a Fundamental Change Repurchase Notice exercising such Holder’s option to require the Securities or this Indenture, no Holder Company to repurchase such Note may be converted only if such notice of Securities will be entitled to receive Common Stock following conversion of such Securities exercise is withdrawn in accordance with Article 5 hereof prior to the extent that receipt close of such Common Stock would cause such Holder to exceed business on the ownership limitations contained in Business Day immediately preceding the Company’s charterFundamental Change Repurchase Date. (d) If any delivery of shares of Common Stock owed to a Holder upon conversion of Securities is not made, in whole or in part, as a result of the limitations described in Section 14.01(c), the Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such shares as promptly as practicable after any such converting Holder gives notice to the Company that such delivery would not result in it exceeding the ownership limitations in the Company’s charter.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Indenture, each Holder shall have the right, at such Holder’s option, to convert its Securities, or any portion of its Securities such that the principal amount that remains outstanding of each Security that is not converted in full equals $1,000 or an integral multiple of $1,000 in excess thereof, into the Settlement Amount determined in accordance with Section 14.03(a) hereof, (x) prior to the Close of Business on the Business Day immediately preceding April May 1, 20212025, only upon satisfaction of one or more of the conditions described in Section 14.01(b) hereof, and (y) on or after April May 1, 20212025, at any time prior to the Close of Business on the Business Day immediately preceding the Maturity Date. (i) Prior to the Close of Business on the Business Day immediately preceding April May 1, 20212025, a Holder may surrender its Securities for conversion at any time during any calendar quarter commencing after the calendar quarter ending on December 31, 2018 2022 (and only during such calendar quarter) if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 110% of the Conversion Price in effect on each applicable Trading Day. (ii) Prior to the Close of Business on the Business Day immediately preceding April May 1, 20212025, a Holder may surrender all or any portion of its Securities for conversion at any time during the five Business Day period after any five ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Securities, as determined following a request by a Holder of at least $1,000,000 principal amount of Securities in accordance with the procedures set forth in this subsection (b)(ii), for each Trading Day of such Measurement Period was less than 98% of the product of (1) the Last Reported Sale Price of the Common Stock on such Trading Day and (2) the Conversion Rate in effect on such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(ii) and the definition of “Trading Price” set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company in accordance with the definition of Trading Price, along with the appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of Securities unless the Company has requested such determination; and the Company shall have no obligation to make such request (or, if the Company is the Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price of the Securities) unless a Holder of a Security at least $1,000,000 principal amount of Securities provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 98% of the product of (1) the Last Reported Sale Price of the Common Stock on such Trading Day and (2) the Conversion Rate in effect on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine (or, if the Company is the Bid Solicitation Agent, the Company shall determine) the Trading Price per $1,000 principal amount of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Securities for a Trading Day is greater than or equal to 98% of the product of (1) the Last Reported Sale Price of the Common Stock on such Trading Day and (2) the Conversion Rate in effect on such Trading Day. Whenever the condition to conversion set forth in this subsection (b)(ii) has been met, but was not met on the immediately preceding Trading Day, the Company will so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the condition to conversion set forth in this subsection (b)(ii) has been met, the condition to conversion set forth in this subsection (b)(ii) ceases to be met, the Company will so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) promptly after such condition ceases to be met. The Company will initially act as Bid Solicitation Agent. (iii) If, prior to the Close of Business on the Business Day immediately preceding April May 1, 20212025, the Company elects to: (A) issue to all or substantially all holders of the Common Stock any rights, options or warrants entitling them for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance (taking into account any consideration received by the Company as described in Section 14.04(b)); or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase the Company’s securities, which distribution has a per-share value, as reasonably determined by the Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the date of announcement for such distribution, then, in either case, the Company must deliver notice of such issuance or distribution, and of the Ex-Dividend Date for such issuance or distribution, to the Holders at least 50 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, Holders may surrender all or any portion of their Securities for conversion at any time until the earlier of (1) the Close of Business on the Business Day immediately preceding the Ex-Dividend Date for such issuance or distribution and (2) the Company’s announcement that such issuance or distribution will not take place, even if the Securities are not otherwise convertible at such time; provided, however, that Holders shall not have the right to convert their Securities pursuant to this subsection (b)(iii) if the Company provides that Holders shall participate, at the same time and upon the same terms, as holders of the Common Stock in any of the transactions described above without having to convert their Securities as if they held a number of shares of the Common Stock equal to the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such issuance or distribution multiplied by the principal amount (expressed in thousands) of Securities held by such Holder on the Ex-Dividend Date for such issuance or distribution. (iv) If (A) a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the Close of Business on the Business Day immediately preceding April May 1, 20212025, regardless of whether a Holder has the right to require the Company to repurchase the Securities as described under Article 15, or (B) the Company is a party to a consolidation, merger, binding share exchange, or transfer or lease of all or substantially all of its assets (other than a merger effected solely to change the Company’s jurisdiction of incorporation that does not otherwise constitute a Fundamental Change or a Make-Whole Fundamental Change), in each case, pursuant to which the Common Stock would be converted into cash, securities or other assets, all or any portion of a Holder’s Securities may be surrendered for conversion at any time from or after the effective date of the transaction or event until 35 Trading Days after such effective date or, if such transaction or event also constitutes a Fundamental Change, until the related Fundamental Change Repurchase Date. The Company will notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) no later than the effective date of such transaction or event. (c) Notwithstanding any other provision of the Securities or this Indenture, no Holder of Securities will be entitled to receive Common Stock following conversion of such Securities to the extent that receipt of such Common Stock would cause such Holder to exceed the ownership limitations contained in the Company’s charter. (d) If any delivery of shares of Common Stock owed to a Holder upon conversion of Securities is not made, in whole or in part, as a result of the limitations described in Section 14.01(c), the Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such shares as promptly as practicable after any such converting Holder gives notice to the Company that such delivery would not result in it exceeding the ownership limitations in the Company’s charter.

Right to Convert. (a) Subject to and upon compliance with the provisions procedures for conversion set forth in this Article 10, a Holder of this Indenture, each Holder any Debentures not previously redeemed or repurchased shall have the right, at such Holder’s option, to convert its Securities, all or any a portion of its Securities such that the principal amount that remains outstanding of each Security any such Debentures that is not converted in full equals $1,000 or an integral multiple of $1,000 in excess thereof, into at the Settlement Amount determined in accordance with Section 14.03(a) hereof, (x) prior to the Close of Business on the Business Day immediately preceding April 1, 2021, only upon satisfaction of one or more of the conditions described Conversion Rate provided in Section 14.01(b10.05, 10.06 and 10.12) hereof, and (y) on or after April 1, 2021, at any time on or prior to the Close of Business 5:00 p.m., New York City time, on the Business Day immediately preceding the Maturity Date.Date only under the following circumstances: (i1) Prior prior to the Close of Business on the Business Day immediately preceding April February 1, 20212025, a Holder may surrender its Securities for conversion at on any time date during any calendar quarter commencing Fiscal Quarter beginning after the calendar quarter ending on December March 31, 2018 2007 (and only during such calendar quarter) Fiscal Quarter), if the Last Reported Closing Sale Price of the Common Stock was more than 130% of the then effective Conversion Price for at least 20 Trading Days (whether or not consecutive) during in the period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 110% of the Conversion Price in effect on each applicable Trading Day.Fiscal Quarter; (ii2) Prior on or after February 1, 2025, at any time prior to the Close of Business 5:00 p.m., New York City time, on the Business Day immediately preceding April February 1, 20212027; (3) with respect to Debentures called for redemption pursuant to Section 3.01, until 5:00 p.m., New York City time, on the Business Day prior to the applicable Redemption Date; (4) if the Company distributes to all or substantially all holders of Common Stock rights, options or warrants (other than pursuant to a shareholder rights plan) entitling them to purchase, for a period of 45 calendar days or less, shares of Common Stock at a price less than the average Closing Sale Price of the Common Stock for the 10 consecutive Trading Days immediately preceding the declaration date for such distribution, at any time after the Company has given the Distribution Notice with respect to such distribution until the earlier of 5:00 p.m., New York City time, on the Business Day preceding the Ex-Dividend Date or any announcement by the Company that such distribution will not take place; provided, that a Holder may surrender not convert its Debentures if such Holder may otherwise participate in such distribution without converting its Debentures as a result of holding the Debentures; (5) if the Company distributes to all or any portion substantially all holders of its Securities Common Stock cash or other assets, debt securities or rights to purchase the Company’s securities (other than pursuant to a shareholder rights plan or a dividend or distribution on the Common Stock in shares of Common Stock), which distribution has a per share value, as determined by the Board of Directors, exceeding 10% of the Closing Sale Price of the Common Stock on the Trading Day preceding the declaration date for conversion such distribution, at any time after the Company has given the Distribution Notice with respect to such distribution until the earlier of 5:00 p.m., New York City time, on the Business Day preceding the Ex-Dividend Date or any announcement by the Company that such distribution will not take place; provided, that a Holder may not convert its Debentures if such Holder may otherwise participate in such distribution without converting its Debentures as a result of holding the Debentures; (6) if the Company is a party to a consolidation, merger or sale, lease, transfer, conveyance or other disposition of all or substantially all of its assets and those of its Subsidiaries taken as a whole that does not constitute a Fundamental Change, in each case pursuant to which the Common Stock would be converted into cash, securities and/or other property, at any time beginning 15 calendar days prior to the date announced by the Company as the anticipated effective date of the transaction and until and including the date which is 15 calendar days after the date that is the actual effective date of such transaction; (7) if a Fundamental Change occurs, at any time beginning on the Business Day following the effective date of the Fundamental Change until 5:00 p.m., New York City time, on the Business Day immediately preceding the Fundamental Change Repurchase Date relating to such Fundamental Change; or (8) during the five consecutive Business Day period after immediately following any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Securitiesthe Debentures, as determined following a request by a Holder holder of the Debentures in accordance with the procedures set forth described in this subsection (b)(ii)Section 10.01(b)(2) hereof, for each day of such five Trading Day of such Measurement Period period was less than 9895% of the product of (1) the Last Reported Closing Sale Price of the Common Stock on such Trading Day day multiplied by the Conversion Rate. (b) Whenever the Debentures shall become convertible prior to February 1, 2025, upon the satisfaction of one or more of the conditions stated in Sections 10.01(a)(1) and (23)-(8), the Company or, at the Company’s request, the Trustee in the name and at the expense of the Company, shall notify, in the case of Sections 10.01(a)(1) and 10.01(a)(8), promptly, in the case of Sections 10.01(a)(3), in accordance with Section 3.02, and in the case if Sections 10.01(a)(4), (5), (6) and (7), within the time periods specified in Section 10.01(c), the Trustee, the Conversion Rate in effect on such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(ii) and the definition Holders of “Trading Price” set forth the event triggering such convertibility in this the manner provided in Section 11.2 of the Original Indenture. The , and the Company shall provide written notice to also disseminate a press release containing the Bid Solicitation Agent (if other than relevant information and make such information available on the Company) ’s website or through another public medium as the Company may use at such time. Whenever the Debentures shall become convertible upon the satisfaction of the three independent nationally recognized securities dealers selected by condition stated in Section 10.01(a)(7), the Company or, at the Company’s request, the Trustee in the name and at the expense of the Company, shall also provide notice of the event triggering such convertibility in accordance with the definition provisions of Trading PriceSection 4.03. Any notice so given shall be conclusively presumed to have been duly given, along with whether or not the appropriate contact information Holder receives such notice. (c) In the case of a distribution contemplated by Sections 10.01(a)(4) and (5), the Company shall notify holders of Debentures at least 20 calendar days prior to the Ex-Dividend Date for eachsuch distribution (the “Distribution Notice”). In the case of a transaction specified in Sections 10.01(a)(6) and 10(a)(7), the Company shall notify holders of Debentures at least 20 calendar days prior to the anticipated effective date of any transaction. (d) The Bid Solicitation Agent (if other than the Company) Trustee shall have no obligation to determine the Trading Price per $1,000 principal amount of Securities the Debentures unless the Company has requested such determination; and the Company shall have no obligation to make such request (or, if the Company is the Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price unless a holder of the Securities) unless Debentures makes a Holder of request for a Security determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities Debentures would be less than 9895% of the product of (1) the Last Reported Closing Sale Price of the Common Stock on such Trading Day and (2) the Conversion Rate in effect on such Trading Dayper $1,000 principal amount of Debentures. At such time, the Company shall instruct the Bid Solicitation Agent (if other than the Company) Trustee to determine (or, if the Company is the Bid Solicitation Agent, the Company shall determine) the Trading Price per $1,000 principal amount of the Securities Debentures beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Securities the Debentures for a any Trading Day is greater than or equal to 9895% of the product of (1) the Last Reported Closing Sale Price of the Common Stock on such Trading Day and (2) the Conversion Rate Rate, and to notify the Company accordingly. The Trustee shall be entitled at its sole discretion to consult with the Company and to request the assistance of the Company in effect on connection with the Trustee’s duties and obligations pursuant to this Section 10.01(d), and the Company agrees, if requested by the Trustee, to cooperate with, and provide assistance to, the Trustee in carrying out its duties under this Section 10.01(d). Upon determination of the Trading Price, the Trustee shall notify the Company in writing of such Trading Daydetermination. Whenever The Trustee shall be under no duty or obligation to determine whether the condition Debentures are convertible pursuant to conversion set forth in this subsection (b)(ii) has been met, but was not met on Section 10.01(a)(8). For the immediately preceding Trading Dayavoidance of doubt, the Company will so notify shall make the Holders, calculations described in Section 10.01(a)(8) using the Trustee and the Conversion Agent (if other than Trading Price provided by the Trustee). If, at any time after the condition to conversion set forth in this subsection (b)(ii) has been met, the condition to conversion set forth in this subsection (b)(ii) ceases to be met, the Company will so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) promptly after such condition ceases to be met. The Company will initially act as Bid Solicitation Agent. (iiie) IfIf a Holder has submitted any Debentures for repurchase pursuant to Section 4.01 or 4.02, such Debentures may be converted only if the Holder submits a withdrawal notice in accordance with Section 4.04 prior to the Close of Business on the Business Day immediately preceding April 15:00 p.m., 2021New York City time, the Company elects to: (A) issue to all or substantially all holders of the Common Stock any rights, options or warrants entitling them for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance (taking into account any consideration received by the Company as described in Section 14.04(b)); or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase the Company’s securities, which distribution has a per-share value, as reasonably determined by the Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the date of announcement for such distribution, then, in either case, the Company must deliver notice of such issuance or distribution, and of the Ex-Dividend Date for such issuance or distribution, to the Holders at least 50 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, Holders may surrender all or any portion of their Securities for conversion at any time until the earlier of (1) the Close of Business on the Business Day immediately preceding the Ex-Dividend Fundamental Change Repurchase Date for or Repurchase Date, as applicable, and if such issuance or distribution and (2) the Company’s announcement that such issuance or distribution will not take placeDebentures are evidenced by a global Debenture, even if the Securities Holder complies with appropriate Depositary procedures. (f) A holder of Debentures is not entitled to any rights of a holder of Common Stock until such holder has converted his Debentures to Common Stock, and only to the extent such Debentures are not otherwise convertible at such time; provided, however, that Holders shall not deemed to have the right been converted to Common Stock under this Article 10. (g) A Holder may convert their Securities pursuant to this subsection (b)(iii) if the Company provides that Holders shall participate, at the same time and upon the same terms, as holders a portion of the Common Stock in any of the transactions described above without having to convert their Securities as Debentures only if they held a number of shares of the Common Stock equal to the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such issuance or distribution multiplied by the principal amount (expressed in thousands) of Securities held by such Holder on the Ex-Dividend Date for such issuance or distribution. (iv) If (A) a Fundamental Change portion is $1,000 or a Make-Whole Fundamental Change occurs prior to the Close multiple of Business on the Business Day immediately preceding April 1, 2021, regardless of whether a Holder has the right to require the Company to repurchase the Securities as described under Article 15, or (B) the Company is a party to a consolidation, merger, binding share exchange, or transfer or lease of all or substantially all of its assets (other than a merger effected solely to change the Company’s jurisdiction of incorporation that does not otherwise constitute a Fundamental Change or a Make-Whole Fundamental Change), in each case, pursuant to which the Common Stock would be converted into cash, securities or other assets, all or any portion of a Holder’s Securities may be surrendered for conversion at any time from or after the effective date of the transaction or event until 35 Trading Days after such effective date or, if such transaction or event also constitutes a Fundamental Change, until the related Fundamental Change Repurchase Date. The Company will notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) no later than the effective date of such transaction or event$1,000. (c) Notwithstanding any other provision of the Securities or this Indenture, no Holder of Securities will be entitled to receive Common Stock following conversion of such Securities to the extent that receipt of such Common Stock would cause such Holder to exceed the ownership limitations contained in the Company’s charter. (d) If any delivery of shares of Common Stock owed to a Holder upon conversion of Securities is not made, in whole or in part, as a result of the limitations described in Section 14.01(c), the Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such shares as promptly as practicable after any such converting Holder gives notice to the Company that such delivery would not result in it exceeding the ownership limitations in the Company’s charter.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Indenture, each A Holder shall have the right, at such Holder’s option, to may convert its Securities, or any portion of its Securities such that the principal amount that remains outstanding of each Security that is not converted in full equals $1,000 or an integral multiple of $1,000 in excess thereof, into the Settlement Amount determined in accordance with Section 14.03(a) hereof, (x) prior to the Close of Business on the Business Day immediately preceding April 1, 2021, only upon satisfaction of one or more of the conditions described in Section 14.01(b) hereof, and (y) on or after April 1, 2021, at any time prior to the Close of Business on the Business Day immediately preceding the Maturity Date. (i) Prior to the Close of Business on the Business Day immediately preceding April 1, 2021, a Holder may surrender its Securities Notes for conversion Common Stock at any time during which the following conditions are met: (a) if, in any calendar quarter commencing after the calendar quarter ending Conversion Period on December 31any date on or prior to October 1, 2018 (and only during such calendar quarter) if 2018, the Last Reported Sale Price of the Common Stock for at least 20 twenty Trading Days (whether or not consecutive) during the in a period of 30 thirty consecutive Trading Days ending on the last Trading Day first day of the immediately preceding calendar quarter is greater such Conversion Period was more than or equal to 110120% of the applicable Conversion Price; (b) if, on any date after October 1, 2018, the Last Reported Sale Price of the Common Stock is more than 120% of the applicable Conversion Price (and, in effect on each applicable Trading Day.such event, the Notes shall be convertible into Common Stock at any time thereafter, subject to the conditions of this Article IX); (iic) Prior during any period in which both (A) the credit rating assigned to the Close Notes by ▇▇▇▇▇'▇ Investors Service, Inc. is Caa1 or lower and (B) the credit rating assigned to the Notes by Standard & Poor's Ratings Services is CCC+ or lower; (d) during any period in which neither ▇▇▇▇▇'▇ Investors Services, Inc. (or its successors) nor Standard & Poors Rating Services (or its successors) continues to assign credit ratings to the Notes; (e) in the event that the Company calls the Notes for redemption, at any time prior to the close of Business business on the second Business Day immediately preceding April 1, 2021, a Holder may surrender all or any portion of its Securities the Redemption Date; (f) for conversion at any time during the five Business Day period after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount average of Securities, the closing trading prices for the Notes (as determined following a request by a Holder in accordance with the procedures set forth in this subsection (b)(ii), Bid Solicitation Agent) for each such five Trading Day of such Measurement Period was less than 9897% of the product of (average Conversion Value for the Notes during that period; provided, however, that if such Trading Day period ends after October 1) , 2018 and, on the Conversion Date, the Last Reported Sale Price of the Common Stock on such Trading Day and (2) the Conversion Rate in effect on such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(ii) and the definition of “Trading Price” set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other is greater than the Company) of the three independent nationally recognized securities dealers selected by the Company in accordance with the definition of Trading Price, along with the appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading applicable Conversion Price per $1,000 principal amount of Securities unless the Company has requested such determination; and the Company shall have no obligation to make such request (or, if the Company is the Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price of the Securities) unless a Holder of a Security provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 98% of the product of (1) the Last Reported Sale Price of the Common Stock on such Trading Day and (2) the Conversion Rate in effect on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine (or, if the Company is the Bid Solicitation Agent, the Company shall determine) the Trading Price per $1,000 principal amount of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Securities for a Trading Day is greater than or equal to 98120% of the product of (1) applicable Conversion Price, a Note is surrendered for conversion and the Last Reported Sale Price of the Common Stock on such Trading Day and (2) the Conversion Rate in effect on such Trading Day. Whenever the condition to conversion set forth in this subsection (b)(ii) has been met, but was Notes are not met on the immediately preceding Trading Dayotherwise convertible, the Company will so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). Ifmay satisfy such conversion, at any time after its option, in cash, Common Stock or a combination of cash and Common Stock with a value equal to the condition to conversion set forth in this subsection (b)(ii) has been met, the condition to conversion set forth in this subsection (b)(ii) ceases principal amount of such Note to be met, the Company will so notify the Holders, the Trustee and the Conversion Agent converted (if other than the Trustee) promptly after any such condition ceases to be met. The Company will initially act as Bid Solicitation Agent. (iii) If, prior to the Close of Business on the Business Day immediately preceding April 1, 2021, the Company elects to: (A) issue to all or substantially all holders of the Common Stock any rights, options or warrants entitling them for a period so utilized to satisfy such conversion pursuant to this proviso will be valued at 100% of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive five Trading Days ending on the third Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance (taking into account any consideration received by the Company as described in Section 14.04(bConversion Date)); or; (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase the Company’s securities, which distribution has a per-share value, as reasonably determined by the Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the date of announcement for such distribution, then, in either case, the Company must deliver notice of such issuance or distribution, and of the Ex-Dividend Date for such issuance or distribution, to the Holders at least 50 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, Holders may surrender all or any portion of their Securities for conversion at any time until the earlier of (1) the Close of Business on the Business Day immediately preceding the Ex-Dividend Date for such issuance or distribution and (2) the Company’s announcement that such issuance or distribution will not take place, even if the Securities are not otherwise convertible at such time; provided, however, that Holders shall not have the right to convert their Securities pursuant to this subsection (b)(iii) if the Company provides that Holders shall participate, at the same time and upon the same terms, as holders of the Common Stock in any of the transactions described above without having to convert their Securities as if they held a number of shares of the Common Stock equal to the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such issuance or distribution multiplied by the principal amount (expressed in thousands) of Securities held by such Holder on the Ex-Dividend Date for such issuance or distribution. (iv) If (A) a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the Close of Business on the Business Day immediately preceding April 1, 2021, regardless of whether a Holder has the right to require the Company to repurchase the Securities as described under Article 15, or (Bg) the Company is becomes a party to a consolidation, merger, merger or binding share exchange, or transfer or lease of all or substantially all of its assets (other than a merger effected solely to change the Company’s jurisdiction of incorporation that does not otherwise constitute a Fundamental Change or a Make-Whole Fundamental Change), in each case, exchange pursuant to which the Common Stock would be converted into cashcash or property (other than securities), securities or other assets, all or any portion of in which case a Holder’s Securities Holder may be surrendered surrender Notes for conversion at any time from or and after the date which is 15 days prior to the anticipated effective date of for the transaction or event until 35 Trading Days 15 days after such effective date or, if such transaction or event also constitutes a Fundamental Change, until the related Fundamental Change Repurchase Date. The Company will notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) no later than the actual effective date of such transaction or event. (c) Notwithstanding any other provision of the Securities or this Indenture, no Holder of Securities will be entitled to receive Common Stock following conversion of such Securities to the extent that receipt of such Common Stock would cause such Holder to exceed the ownership limitations contained in the Company’s charter. (d) If any delivery of shares of Common Stock owed to a Holder upon conversion of Securities is not made, in whole or in part, as a result of the limitations described in Section 14.01(c), the Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such shares as promptly as practicable after any such converting Holder gives notice to the Company that such delivery would not result in it exceeding the ownership limitations in the Company’s charter.transaction; or

Right to Convert. (a) Subject to and upon compliance with the provisions of this IndentureArticle IX, each a Holder shall have the right, at such Holder’s option, to may convert its Securities, or any portion of its Securities such that the principal amount that remains outstanding of each Security that is not converted in full equals $1,000 or an integral multiple of $1,000 in excess thereof, into the Settlement Amount determined in accordance with Section 14.03(a) hereof, (x) prior to the Close of Business on the Business Day immediately preceding April 1, 2021, only upon satisfaction of one or more of the conditions described in Section 14.01(b) hereof, and (y) on or after April 1, 2021, Notes at any time prior to during which the Close of Business on the Business Day immediately preceding the Maturity Date.following conditions are met: (i) Prior to the Close of Business on the Business Day immediately preceding April 1, 2021, a Holder may surrender its Securities for conversion at any time during any calendar quarter commencing at any time after the calendar quarter ending on December March 31, 2018 (2013, and only during such calendar quarter) if , if, as of the Last Reported Sale last day of the immediately preceding calendar quarter, the Closing Price per share of the Common Stock for at least 20 twenty Trading Days (whether or not consecutive) during the in a period of 30 the thirty consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter is greater more than or equal to 110120% of the Conversion Price in effect on each applicable Trading Day.the last day of the immediately preceding calendar quarter; (ii) Prior to the Close of Business on the Business Day immediately preceding April 1, 2021, a Holder may surrender all or any portion of its Securities for conversion at any time during the five Business Day period after any five consecutive Trading Day period [intentionally omitted]; (the “Measurement Period”iii) in which the Trading Price per $1,000 principal amount of Securities, as determined following a request by a Holder in accordance with event that the procedures set forth in this subsection (b)(ii), Company calls the Notes for each Trading Day of such Measurement Period was less than 98% of the product of (1) the Last Reported Sale Price of the Common Stock on such Trading Day and (2) the Conversion Rate in effect on such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent redemption pursuant to this subsection (b)(ii) and the definition of “Trading Price” set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company in accordance with the definition of Trading Price, along with the appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of Securities unless the Company has requested such determination; and the Company shall have no obligation to make such request (or, if the Company is the Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price of the Securities) unless a Holder of a Security provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 98% of the product of (1) the Last Reported Sale Price of the Common Stock on such Trading Day and (2) the Conversion Rate in effect on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine (or, if the Company is the Bid Solicitation Agent, the Company shall determine) the Trading Price per $1,000 principal amount of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Securities for a Trading Day is greater than or equal to 98% of the product of (1) the Last Reported Sale Price of the Common Stock on such Trading Day and (2) the Conversion Rate in effect on such Trading Day. Whenever the condition to conversion set forth in this subsection (b)(ii) has been met, but was not met on the immediately preceding Trading Day, the Company will so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). IfArticle V hereof, at any time after prior to 5:00 p.m., New York City time, one Business Day prior to the condition Redemption Date, provided that if the Company elects to conversion set forth redeem less than all the Notes, only those Notes called for redemption may be redeemed pursuant to this Section 9.1(a)(iii); (iv) upon the occurrence of a Make Whole Event at any time beginning ten Trading Days before the anticipated effective date of a Make Whole Event and until the date specified in this subsection (b)(ii) has been metthe Make Whole Event Conversion Notice, the condition to conversion set forth in this subsection (b)(ii) ceases to be met, which case the Company will so notify the Holders, the Holders and Trustee and the Conversion Agent (if other than the Trustee) promptly after such condition ceases to be met. The Company will initially act as Bid Solicitation Agent. (iii) If, prior to the Close of Business on the Business Day immediately preceding April 1, 2021, the Company elects to: (A) issue to all or substantially all holders of the Common Stock any rights, options or warrants entitling them for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance (taking into account any consideration received by the Company as described in Section 14.04(b)); or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase the Company’s securities, which distribution has a per-share value, as reasonably determined by the Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the date of announcement for such distribution, then, in either case, the Company must deliver notice of such issuance or distribution, and of the Ex-Dividend Date for such issuance or distribution, to the Holders at least 50 Scheduled 10 Trading Days prior to the Ex-Dividend Date for such issuance or distribution. Once anticipated effective date of any Make Whole Event that the Company has given such notice, Holders may surrender all knows or any portion of their Securities for conversion at any time until the earlier of reasonably should know will occur (1) the Close of Business on the Business Day immediately preceding the Ex-Dividend Date for such issuance or distribution and (2) the Company’s announcement that such issuance or distribution will not take place, even if the Securities are not otherwise convertible at such timea “Make Whole Event Conversion Notice”); provided, however, that Holders shall not have the right to convert their Securities pursuant to this subsection (b)(iii) if the Company provides does not know, and should not reasonably know, that a Make Whole Event will occur until a date that is within ten Trading Days before the anticipated effective date of such Make Whole Event, the Company will notify the Holders shall participate, at and the same time and upon Trustee promptly after the same terms, as holders Company has knowledge of the Common Stock in any of the transactions described above without having to convert their Securities as if they held a number of shares of the Common Stock equal to the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such issuance or distribution multiplied by the principal amount (expressed in thousands) of Securities held by such Holder on the Ex-Dividend Date for such issuance or distribution.Make Whole Event; (ivv) If (A) a Fundamental Change or a Make-Whole Fundamental Change occurs prior to in the Close of Business on the Business Day immediately preceding April 1, 2021, regardless of whether a Holder has the right to require event the Company to repurchase the Securities as described under Article 15, or (B) the Company is becomes a party to a any transaction or event (including but not limited to any consolidation, merger, merger or binding share exchange, other than a change resulting from a subdivision or transfer or lease of combination) pursuant to which all or substantially all Shares of its assets (other than a merger effected solely to change the Company’s jurisdiction of incorporation that does not otherwise constitute a Fundamental Change or a Make-Whole Fundamental Change), in each case, pursuant to which the Common Stock would be converted into cash, securities or other assetsproperty, all or any portion of in which case a Holder’s Securities Holder may be surrendered surrender Notes for conversion at any time from or and after the date that is 15 days prior to the anticipated effective date of the transaction or event until 35 Trading Days after such effective date or, if for such transaction or event also constitutes a Fundamental Change, until the related Fundamental Change Repurchase Date. The Company will notify earlier of 15 days after the Holders, the Trustee and the Conversion Agent (if other than the Trustee) no later than the actual effective date of such transaction or event. (c) Notwithstanding any other provision of event or the Securities date on which the Company announces that such transaction or this Indentureevent will not take place, no Holder of Securities will be entitled to receive Common Stock following conversion of such Securities to the extent that receipt of such Common Stock would cause such Holder to exceed the ownership limitations contained in the Company’s charter. (d) If any delivery of shares of Common Stock owed to a Holder upon conversion of Securities is not made, in whole or in part, as a result of the limitations described in Section 14.01(c), the Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such shares will provide written notice to the Trustee and the Holders as promptly as practicable after any such converting Holder gives notice to the Company that such delivery would not result in it exceeding the ownership limitations in following the Company’s charter.announcement of such transaction or event (but in any case not fewer than 15 days prior to the effective date of such transaction, or if such transaction also constitutes a Designated Event, no later than the date on which the Company provides a Company Notice of the occurrence of a Designated Event); provided that, notwithstanding the foregoing, the Notes shall not become subject to conversion by reason of a transaction which is effected solely to change the Company’s jurisdiction of incorporation and which results in a reclassification, conversion or exchange of outstanding shares of the Company’s Common Stock solely into shares of common stock of the surviving entity; or

Right to Convert. (a) Subject to the obligation and the right of the Company to pay some or all of the conversion consideration in cash in accordance with Section 12.12, and upon compliance with the provisions of this Indenture, each Holder holder of Convertible Notes shall have the right, at such Holder’s his or her option, at any time on or before the close of business on the last Trading Day prior to the Maturity Date (except that, with respect to any Convertible Note or portion thereof subject to a duly completed election for repurchase, such right shall terminate at the close of business on the Designated Event Offer Termination Date (unless the Company defaults in the payment due upon repurchase or such holder elects to withdraw the submission of such election to repurchase in accordance with Section 4.06)) to convert its Securitiesthe principal amount of any Convertible Note held by such holder, or any portion of its Securities such that the principal amount that remains outstanding of each Security that which is not converted in full equals $1,000 100 or an integral multiple of $1,000 in excess thereof, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the Settlement Amount determined principal amount of the Convertible Note or portion thereof to be converted by the Conversion Price in accordance with Section 14.03(a) hereof, (x) prior to the Close of Business on the Business Day immediately preceding April 1, 2021effect at such time, only upon satisfaction of one or more of under the conditions described in Section 14.01(b) hereof, and (y) on or after April 1, 2021, at any time prior to the Close of Business on the Business Day immediately preceding the Maturity Date.following circumstances: (i1) Prior to the Close of Business on the Business Day immediately preceding April 1, 2021, a Holder may surrender its Securities for conversion at any time during any calendar quarter commencing beginning after the calendar quarter ending on December 31, 2018 (2008, and only during such calendar quarter) if , if, as of the Last Reported Sale last day of the immediately preceding calendar quarter, the Volume Weighted Average Price per share of the Common Stock for at least 20 Trading Days (whether or not consecutive) during in the period of the 30 consecutive Trading Days ending on the last Trading Day of the immediately such preceding calendar quarter is greater was more than or equal to 110150% of the Conversion Price in effect on each applicable Trading Day.the last day of such preceding calendar quarter (the “Conversion Trigger Price”); (ii2) Prior to the Close of Business on the Business Day immediately preceding April 1, 2021, a Holder may surrender all or during any portion of its Securities for conversion at any time during the five Business Trading Day period after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 100 principal amount of SecuritiesConvertible Notes, as determined following a request by a Holder holder in accordance with the procedures set forth described below in this subsection (b)(iiSection 12.01(d)(ii), for each Trading Day day of such Measurement Period that period was less than 98% of the product of (1x) the Last Reported Sale Volume Weighted Average Price of the Common Stock for each day in that period and (y) the Conversion Rate per $100 principal amount of Convertible Notes; (3) if the Company distributes to all holders of Common Stock rights or warrants entitling them to purchase, for a period expiring within 45 days of the date of issuance, Common Stock at less than the Closing Price of the Common Stock on such Trading Day and the day of issuance; (24) the Conversion Rate in effect on such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(ii) and the definition of “Trading Price” set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company in accordance with the definition of Trading Price, along with the appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of Securities unless the Company has requested such determination; and the Company shall have no obligation to make such request (or, if the Company is the Bid Solicitation Agent, the Company shall have no obligation distributes to determine the Trading Price of the Securities) unless a Holder of a Security provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 98% of the product of (1) the Last Reported Sale Price of the Common Stock on such Trading Day and (2) the Conversion Rate in effect on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine (or, if the Company is the Bid Solicitation Agent, the Company shall determine) the Trading Price per $1,000 principal amount of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Securities for a Trading Day is greater than or equal to 98% of the product of (1) the Last Reported Sale Price of the Common Stock on such Trading Day and (2) the Conversion Rate in effect on such Trading Day. Whenever the condition to conversion set forth in this subsection (b)(ii) has been met, but was not met on the immediately preceding Trading Day, the Company will so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the condition to conversion set forth in this subsection (b)(ii) has been met, the condition to conversion set forth in this subsection (b)(ii) ceases to be met, the Company will so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) promptly after such condition ceases to be met. The Company will initially act as Bid Solicitation Agent. (iii) If, prior to the Close of Business on the Business Day immediately preceding April 1, 2021, the Company elects to: (A) issue to all or substantially all holders of the Common Stock any rightsStock, options or warrants entitling them for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance (taking into account any consideration received by the Company as described in Section 14.04(b)); or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, debt securities or rights to purchase the Company’s securities, which distribution has a per-per share value, as reasonably determined by the Board of Directors, value exceeding 107.5% of the Last Reported Sale Volume Weighted Average Price of the Common Stock on the Trading Business Day immediately preceding the declaration date of announcement for such distribution; (5) if a Designated Event (or an event that would have been a Designated Event but for the existence of the proviso in the definition of Change of Control) occurs or is anticipated to occur (as further described in clause (h)); (6) at any time after the Company delivers a Conversion Termination Notice to the holders as further described in Section 12.13; or (7) at any time during the period beginning 60 days prior to, thenbut excluding, any scheduled Designated Event Payment Date or the Maturity Date. Notwithstanding the foregoing, even if the Convertible Notes are otherwise convertible as set forth in either caseSection 12.01(a)(1), 12.01(a)(2), 12.01(a)(3), 12.01(a)(4) and 12.01(a)(6), the Convertible Notes shall not be convertible unless the Convertible Notes are convertible pursuant to Sections 12.01(a)(5), or 12.01(a)(7) if, at the time a holder of Convertible Notes tenders its Convertible Notes for conversion, there exists a default or event of default under the Credit Agreement. The inability of a holder to convert its Convertible Notes because of this restriction set forth in the immediately preceding sentence will not constitute a Default or an Event of Default under this Indenture. If the Convertible Notes would be convertible but are not convertible because of the restrictions set forth in the immediately preceding paragraph and a holder tenders its Convertible Notes for conversion, the Company must deliver will use reasonable efforts to permit such conversions, which may include, without limitation, seeking to obtain the consent of the lenders under the Credit Agreement, attempting to refinance the debt under the Credit Agreement and the issuance and sale of additional equity securities. If, despite the Company’s reasonable efforts, conversions continue to be prohibited, the Company will promptly inform such converting holder and return such holder’s Convertible Notes and any related notice of conversion will be deemed to be revoked to the extent of such issuance returned Convertible Notes. The Company will not make any dividend or distribution of the type referred to in Sections 12.01(a)(3) or 12.01(a)(4) or deliver a Conversion Termination notice to the holders pursuant to Section 12.13 to the extent that a holder would be unable to convert such Convertible Note and receive such dividend or distribution, and if applicable, as a result of the Ex-Dividend Date for such issuance or distributionconversion restrictions set forth in this Section 12.01(a). (b) In the case of a distribution contemplated by clauses (3) and (4) of Section 12.01(a), to the Holders Company shall notify holders at least 50 Scheduled Trading Days 20 days prior to the Exex-Dividend Date dividend date for such issuance or distributiondistribution (the “Distribution Notice”). Once the Company has given such noticethe Distribution Notice, Holders holders may surrender all or any portion of their Securities Convertible Notes for conversion at any time until the earlier of (1) the Close close of Business business on the Business last Trading Day immediately preceding the Exex-Dividend Date for such issuance dividend date or distribution and (2) the Company’s announcement that such issuance or distribution will not take place. In the event of a distribution contemplated by clauses (3) and (4) of Section 12.01(a), even holders may not convert the Convertible Notes if the Securities are not holders will otherwise convertible at participate in such time; provided, however, that Holders shall not have the right to convert distribution without converting their Securities pursuant to this subsection (b)(iii) if the Convertible Notes. The Company provides that Holders shall participate, at the same time and upon the same terms, as holders of the Common Stock in any of the transactions described above without having to convert their Securities as if they held a number of shares of the Common Stock equal will provide written notice to the Conversion Rate in effect immediately Agent as soon as reasonably practicable of any anticipated or actual event or transaction that will cause or causes the Convertible Notes to become convertible pursuant to clauses (3) or (4) of Section 12.01(a). (c) In the case of a transaction contemplated by clause (5) of section 12.01(a), the Company will notify the holders and Trustee at least 15 Trading Days prior to the Open anticipated Designated Event Date of Business on any Designated Event (or an event that would have been a Designated Event but for the Ex-Dividend Date for such issuance or distribution multiplied by existence of the principal amount (expressed proviso in thousandsthe definition of Change of Control) of Securities held by such Holder on the Ex-Dividend Date for such issuance or distribution. (iv) If (A) a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the Close of Business on the Business Day immediately preceding April 1, 2021, regardless of whether a Holder has the right to require that the Company to repurchase the Securities as described under Article 15, knows or (B) reasonably should know will occur. If the Company is a party to a consolidation, merger, binding share exchange, or transfer or lease of all or substantially all of its assets (other than a merger effected solely to change the Company’s jurisdiction of incorporation that does not otherwise constitute know, and should not reasonably know, that a Fundamental Change or Designated Event will occur until a Make-Whole Fundamental Change), in each case, pursuant to which date that is within 15 Trading Days before the Common Stock would be converted into cash, securities anticipated Designated Event Effective Date or other assetsapplicable event, all the Company will notify the holders and the Trustee promptly after the Company has knowledge of such Designated Event or any portion of a Holder’s Securities such other event. Holders may be surrendered surrender Convertible Notes for conversion at any time from beginning 15 Trading Days before the anticipated Designated Event Date of a Designated Event (or after an event that would have been a Designated Event but for the effective existence of the proviso in the definition of Change of Control) and until the Trading Day prior to the date of the transaction Designated Event Payment Date (or event until 35 Trading Days after such effective date or, if such transaction or event also constitutes a Fundamental Change, until the related Fundamental Change Repurchase Date. The Company will notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) no later than the effective date of such transaction or applicable event. (c) Notwithstanding any other provision of the Securities or this Indenture, no Holder of Securities will be entitled to receive Common Stock following conversion of such Securities to the extent that receipt of such Common Stock would cause such Holder to exceed the ownership limitations contained in the Company’s charter). (d) If (i) For each calendar quarter of the Company, beginning with the calendar quarter beginning at any delivery time after December 31, 2008, the Conversion Agent, on behalf of shares the Company, will determine, on the first Business Day following the last Trading Day of the previous calendar quarter, whether the Convertible Notes are convertible pursuant to clause (1) of Section 12.01(a), and, if so, will notify the Trustee and the Company in writing. Upon request of the Conversion Agent, the Company shall provide, or cause to be provided to, the Conversion Agent the Volume Weighted Average Price per share of Common Stock owed to a Holder upon conversion of Securities is not made, in whole or in part, as a result for the 30 consecutive Trading Days ending on the last Trading Day of the limitations described in Section 14.01(c), the Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such shares as promptly as practicable after any such converting Holder gives notice to the Company that such delivery would not result in it exceeding the ownership limitations in the Company’s charterpreceding calendar quarter.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Supplemental Indenture, each Holder of Notes shall have the right, at such Holder’s option, to convert its Securitiesthe principal amount of any such Notes, or any portion of its Securities such that the principal amount that remains outstanding of each Security that is not converted in full equals equal to $1,000 or an integral multiple of $1,000 1,000, at the Conversion Rate in excess thereofeffect on the Conversion Date for such Notes (subject to, into the Settlement Amount determined and in accordance with with, the settlement provisions of Section 14.03(a) hereof4.02, the “Conversion Obligation”), (x) prior to the Close close of Business business on the Business Day immediately preceding April June 1, 2021, only upon satisfaction of one or more of the conditions described in Section 14.01(bclauses (i) hereof, through (iv) below and (y) on or after April June 1, 2021, at any time prior to the Close close of Business business on the Business second Scheduled Trading Day immediately preceding the Stated Maturity Date.irrespective of the conditions described in clauses (i) through (iv) below: (i) Prior to the Close close of Business business on the Business Day immediately preceding April June 1, 2021, a Holder of Notes may surrender all or any portion of its Securities Notes for conversion at any time during any calendar fiscal quarter commencing after the calendar quarter ending on December 31, 2018 (and only during such calendar fiscal quarter) after the fiscal quarter ending on March 31, 2017 if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during in the period of 30 consecutive Trading Days ending on on, and including, the last Trading Day of the immediately preceding calendar fiscal quarter is greater than or equal to 110exceeds 130% of the Conversion Price in effect on each applicable Trading Day. (ii) Prior to the Close close of Business business on the Business Day immediately preceding April June 1, 2021, a Holder of Notes may surrender all or any portion of its Securities Notes for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Securities, Notes (as determined following a request by a Holder of Notes in accordance with the procedures set forth in this subsection (b)(iiSection 4.01(a)(ii), ) for each Trading Day of such the Measurement Period was less than 98% of the product of (1) the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day and (2) the Conversion Rate in effect on such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(ii) and the definition of “Trading Price” Price Condition”), subject to compliance with the procedures and conditions set forth in this Indenture. The Company Section 4.01(a)(ii) concerning the obligation to make a Trading Price determination, in which event the Trading Price Condition shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company in accordance with the definition of Trading Price, along with the appropriate contact information for eachbe met. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of Securities the Notes in accordance with this Section 4.01(a)(ii) unless requested by the Company has requested such determination; Company, and the Company shall have no obligation to make such request (or, if the Company is the acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price of the SecuritiesNotes in accordance with this Section 4.01(a)(ii)) unless a Holder of a Security Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities Notes is or would be less than 98% of the product of (1) the Last Reported Sale Price of the Common Stock on such Trading Day and (2) the Conversion Rate in effect on Rate. Promptly following receipt of such Trading Day. At such timeevidence, the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine (or, if the Company is the then acting as Bid Solicitation Agent, the Company shall determine) the Trading Price per $1,000 principal amount of the Securities Notes beginning on the next Trading Day and on each successive Trading Day until such Trading Day on which the Trading Price per $1,000 principal amount of Securities for a Trading Day Notes is greater than or equal to 98% of the product of (1) the Last Reported Sale Price of the Common Stock on and the Conversion Rate. If, upon presentation of such reasonable evidence by the Holder, the Company does not cause the Bid Solicitation Agent to make such determination (or, if the Company is then acting as Bid Solicitation Agent, the Company does not make such determination), the Trading Day Price per $1,000 principal amount of the Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and (2) the Conversion Rate in effect on each Trading Day the Company does not make such determination or cause the Bid Solicitation Agent to make such determination. If the Trading Day. Whenever the condition to conversion set forth in this subsection (b)(ii) Price Condition has been met, but was not met on the immediately preceding Trading Day, the Company will shall, as soon as practicable following the condition being met, so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the condition to conversion set forth in this subsection (b)(ii) Trading Price Condition has been met, the condition Trading Price per $1,000 principal amount of Notes is greater than or equal to conversion set forth in this subsection (b)(ii) ceases to be met98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such day, the Company will shall so notify notify, in writing, the Holdersholders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) promptly after such condition ceases to be met. The Company will initially act as Bid Solicitation Agentof the same. (iii) If, prior to the Close close of Business business on the Business Day immediately preceding April June 1, 2021, the Company elects to: (A) issue distribute to all or substantially all holders of the Common Stock any rights, options or warrants entitling them for a period of not more than 45 60 calendar days after from the announcement record date of for such issuance, distribution to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the declaration date of announcement of for such issuance (taking into account any consideration received by the Company as described in Section 14.04(b))distribution; or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights rights, options or warrants to purchase securities of the Company’s securitiesCompany not otherwise covered by clause (A) above, which distribution has a per-per share value, as reasonably determined by the Board of Directors, exceeding 10% of the average of the Last Reported Sale Price Prices of the Common Stock on over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the declaration date of announcement for such distribution, then, in either case, the Company must deliver notice of such issuance or distribution, and shall notify the Holders of the Ex-Dividend Date for such issuance or distribution, to the Holders Notes at least 50 70 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, Holders may surrender all or any portion of their Securities Notes for conversion at any time from, and including, the date the Company sends such notice until the earlier of the close of business on the Business Day immediately preceding such Ex-Dividend Date or the date of the Company’s announcement that such distribution shall not take place, even if the Notes are not otherwise convertible at such time. No Holder may exercise its right to convert its Notes under the provisions of this Section 4.01(a)(iii) if such Holder otherwise may participate in any such distribution described above without conversion (based upon the Conversion Rate and upon the same terms as holders of the Common Stock). (iv) Prior to the close of business on the Business Day immediately preceding June 1, 2021, if a transaction or event that constitutes a Fundamental Change (but without regard to the exclusion of transactions involving Publicly Traded Securities in the paragraph following clause (4) of that definition) or a Make-Whole Fundamental Change occurs, Holders may surrender Notes for conversion at any time from, and including, the Close Effective Date of Business such transaction until the 45th day following the actual Effective Date (or, if earlier and to the extent applicable, the close of business on the Business Day immediately preceding the Ex-Dividend Date for related Fundamental Change Repurchase Date). No later than such issuance or distribution Effective Date, the Company shall notify Holders of such transaction and (2) the Company’s announcement that such issuance or distribution will not take place, even if the Securities are not otherwise convertible at such time; provided, however, that Holders shall not have the related right to convert the Notes. (b) Notwithstanding anything herein to the contrary, Holders may surrender all or any portion of their Securities pursuant to this subsection (b)(iii) if Notes for conversion at any time beginning on June 1, 2021, until the Company provides that Holders shall participate, at close of business on the same time and upon second Scheduled Trading Day immediately preceding the same terms, as holders Stated Maturity irrespective of the Common Stock conditions set forth in any Section 4.01(a). (c) If the Notes are subject to repurchase following a Fundamental Change, the right of the transactions described above without having Holders to convert their Securities as if they held a number Notes so subject to repurchase will expire at the close of shares of the Common Stock equal to the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such issuance or distribution multiplied by the principal amount (expressed in thousands) of Securities held by such Holder on the Ex-Dividend Date for such issuance or distribution. (iv) If (A) a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the Close of Business business on the Business Day immediately preceding April 1the Fundamental Change Repurchase Date, 2021unless the Company defaults in the payment of the Fundamental Change Repurchase Price, regardless in which case, the conversion right will terminate at the close of whether business on the date the default is cured and the Notes are repurchased. If a Holder has the right to require the Company to repurchase the Securities as described under Article 15, or (B) the Company is a party to a consolidation, merger, binding share exchange, or transfer or lease of all or substantially all of its assets (other than a merger effected solely to change the Company’s jurisdiction of incorporation that does not otherwise constitute submitted a Fundamental Change or a Make-Whole Fundamental Change), in each case, pursuant Repurchase Notice for any Notes to which the Common Stock would be converted into cash, securities or other assets, all or any portion of a Holder’s Securities may be surrendered for conversion at any time from or after the effective date of the transaction or event until 35 Trading Days after such effective date or, if such transaction or event also constitutes repurchased upon a Fundamental Change, until such Holder may convert such Notes only to the related extent such Fundamental Change Repurchase Date. The Company will notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) no later than the effective date of such transaction or eventNotice has been withdrawn in accordance with Section 3.03. (c) Notwithstanding any other provision of the Securities or this Indenture, no Holder of Securities will be entitled to receive Common Stock following conversion of such Securities to the extent that receipt of such Common Stock would cause such Holder to exceed the ownership limitations contained in the Company’s charter. (d) If any delivery of shares of Common Stock owed to a Holder upon conversion of Securities is not made, in whole or in part, as a result of the limitations described in Section 14.01(c), the Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such shares as promptly as practicable after any such converting Holder gives notice to the Company that such delivery would not result in it exceeding the ownership limitations in the Company’s charter.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Indenture, each Holder shall have the right, at such Holder’s option, to convert its Securities, or any portion of its Securities such that the principal amount that remains outstanding of each Security that is not converted in full equals $1,000 or an integral multiple of $1,000 in excess thereof, into the Settlement Amount determined in accordance with Section 14.03(a) hereof, (x) prior to the Close of Business on the Business Day immediately preceding April 1, 2021, only upon satisfaction of one or more of the conditions described in Section 14.01(b) hereof, and (y) on or after April 1, 2021, at any time prior to the Close of Business on the Business Day immediately preceding the Maturity Date. (i) Prior to the Close of Business on the Business Day immediately preceding April 1, 2021Article IX, a Holder may surrender convert its Securities for conversion Notes into shares of Common Stock at the applicable Conversion Rate (defined below) at any time during which the following conditions are met: (a) on any Business Day during a calendar quarter commencing after the calendar quarter ending on December 31, 2018 (and only during such that calendar quarter) prior to March 15, 2019, if the Last Reported Closing Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the in a period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding previous calendar quarter quarter, is greater than or equal to 110120% of the applicable Conversion Price in effect on each applicable Trading Day.Price; (iib) Prior to the Close of Business on the Business Day immediately preceding April 1, 2021, a Holder may surrender all or any portion of its Securities for conversion at any time after March 15, 2019, if the Closing Sale Price of the Common Stock is greater than 120% of the applicable Conversion Price; (c) during the five consecutive Business Day period after following any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Securities, as determined following for a request by a Holder in accordance with the procedures set forth in this subsection (b)(ii), Note for each Trading Day day of such Measurement Period that trading period was less than 98% of the product of (1) the Last Reported Closing Sale Price of the Common Stock on such corresponding Trading Day and (2) multiplied by the applicable Conversion Rate; provided, however, that if, on the Trading Day immediately prior to the Conversion Rate in effect on such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(ii) and the definition of “Trading Price” set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company in accordance with the definition of Trading Price, along with the appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of Securities unless the Company has requested such determination; and the Company shall have no obligation to make such request (or, if the Company is the Bid Solicitation AgentDate, the Company shall have no obligation to determine the Trading Price of the Securities) unless a Holder of a Security provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 98% of the product of (1) the Last Reported Closing Sale Price of the Common Stock is greater than 100% of the applicable Conversion Price but less than or equal to 120% of the applicable Conversion Price, a Note is surrendered for conversion and the Notes are not otherwise convertible, then Holders will receive, in lieu of Common Stock based on such Trading Day and (2) the Conversion Rate in effect on such Trading Day. At such timeRate, the Company shall instruct the Bid Solicitation Agent (if other than cash, Common Stock or a combination of cash and Common Stock, at the Company) ’s option, with a value equal to determine (or, if 100% of the Company is the Bid Solicitation Agent, the Company shall determine) the Trading Price per $1,000 principal amount of the Securities beginning on Note to be converted plus accrued and unpaid interest to but not including the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Securities Conversion Date (a “Principal Value Conversion”). If a Holder surrenders its Notes for a Trading Day is greater than or equal Principal Value Conversion pursuant to 98% of the product of (1) the Last Reported Sale Price of the Common Stock on such Trading Day and (2) the Conversion Rate in effect on such Trading Day. Whenever the condition to conversion set forth in this subsection (b)(ii) has been met, but was not met on the immediately preceding Trading DaySection 9.1(c), the Company will so notify the Holders, the Trustee and such Holder through the Conversion Agent (whether the Company will pay such Holder all or a portion of the principal amount plus accrued and unpaid interest, if other than the Trustee). Ifany, of such Notes in cash, Common Stock or a combination of cash and Common Stock and in what percentage or amount at any time after on or before the condition to conversion set forth in this subsection (b)(ii) has been met, the condition to conversion set forth in this subsection (b)(ii) ceases to be met, the Company will so notify the Holders, the Trustee and date that is two Trading Days following the Conversion Agent Date. Settlement (if other than the Trusteein cash and/or Common Stock) promptly after such condition ceases to be met. The Company will initially act as Bid Solicitation Agent. (iii) If, prior to the Close of Business occur on the third Business Day immediately preceding April 1, 2021, following the Company elects to: (A) issue to all or substantially all holders final day of the five consecutive Trading Day period beginning on the third Trading Day following the Conversion Date. Any Common Stock any rights, options or warrants entitling them for delivered upon a period Principal Value Conversion in accordance with this Section 9.1(c) shall be valued at 100% of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Closing Sale Prices of the Common Stock for the 10 five consecutive Trading Day period ending on, and including, Days commencing on the third Trading Day immediately preceding following the Conversion Date; (d) during such period, if any, in which (i) the rating assigned by ▇▇▇▇▇’▇ to the Notes is at or below B3 or the rating assigned by Standard & Poor’s to the Notes is at or below B or the rating assigned by Fitch to the Notes is at or below B- or (ii) if the Notes are no longer rated by at least one of ▇▇▇▇▇’▇, Standard & Poor’s or Fitch; (e) in the event that the Company calls the Notes for redemption pursuant to Article V hereof, prior to the close of business on the Business Day prior to the Redemption Date, even if the Notes are not otherwise convertible at such time, provided that if the Company elects to redeem less than all the Notes, only those Notes called for redemption may be redeemed pursuant to this Section 9.1(e); (f) the Company becomes a party to a consolidation, merger or binding share exchange pursuant to which all or substantially all of the Common Stock would be converted into cash, securities or other property, in which case a Holder may surrender Notes for conversion at any time from and after the date of announcement that is 15 days prior to the anticipated effective date for the transaction until 15 days after the actual effective date of such issuance (taking into account any consideration received by the Company as described in Section 14.04(b))transaction; or (Bg) the Company elects to (i) distribute to all or substantially all holders of the Common Stock the Company’s assets, debt securities or rights to purchase securities (other than the Company’s securitiesspecial one-time cash dividend payable on May 17, 2004), which distribution has a per-per share value, value as reasonably determined by the Board of Directors, Directors exceeding 10% of the Last Reported Closing Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date of announcement for such distribution, thenor (ii) distribute to all holders of Common Stock rights, in either caseoptions or warrants entitling them to purchase shares of Common Stock at less than the Current Market Price. In the case of the foregoing clauses (i) and (ii), the Company must deliver notice of such issuance or distribution, and of the Ex-Dividend Date for such issuance or distribution, to notify the Holders at least 50 Scheduled Trading Days 20 days immediately prior to the Exex-Dividend Date dividend date for such issuance or distribution. Once the Company has given such notice, Holders may surrender all or any portion of their Securities Notes for conversion at any time thereafter until the earlier of (1) the Close close of Business business on the Business Day immediately preceding prior to the Exex-Dividend Date for such issuance or distribution dividend date and (2) the Company’s announcement that such issuance or distribution will not take place, even if the Securities Notes are not otherwise convertible at such time; provided, however, that Holders shall a Holder may not have the exercise this right to convert their Securities pursuant to this subsection (b)(iii) if the Company provides that Holders shall participateHolder is otherwise entitled to participate in the distribution without conversion. As used herein, at the same time and upon the same terms, as holders of the Common Stock in term “ex-dividend date” or “ex-date” when used with respect to any of the transactions described above without having to convert their Securities as if they held a number of shares of the Common Stock equal to the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such issuance or distribution multiplied by the principal amount (expressed in thousands) of Securities held by such Holder on the Ex-Dividend Date for such issuance or distribution. (iv) If (A) , shall mean the first date upon which a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the Close of Business on the Business Day immediately preceding April 1, 2021, regardless of whether a Holder has the right to require the Company to repurchase the Securities as described under Article 15, or (B) the Company is a party to a consolidation, merger, binding share exchange, or transfer or lease of all or substantially all of its assets (other than a merger effected solely to change the Company’s jurisdiction of incorporation that does not otherwise constitute a Fundamental Change or a Make-Whole Fundamental Change), in each case, pursuant to which the Common Stock would be converted into cash, securities or other assets, all or any portion of a Holder’s Securities may be surrendered for conversion at any time from or after the effective date of the transaction or event until 35 Trading Days after such effective date or, if such transaction or event also constitutes a Fundamental Change, until the related Fundamental Change Repurchase Date. The Company will notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) no later than the effective date of such transaction or event. (c) Notwithstanding any other provision of the Securities or this Indenture, no Holder of Securities will be entitled to receive Common Stock following conversion of such Securities to the extent that receipt of such Common Stock would cause such Holder to exceed the ownership limitations contained in the Company’s charter. (d) If any delivery sale of shares of Common Stock owed does not automatically transfer the right to receive the relevant dividend or distribution from the seller of such Common Stock to its buyer. Upon the Company’s determination that Holders are or will be entitled to convert Notes into shares of Common Stock in accordance with the provisions of this Section 9.1, the Company will issue a Holder press release through a public medium that is customary for such press releases or publish the information on the Company’s website or through such other public medium as the Company may use at that time. The number of shares of Common Stock issuable upon conversion of Securities a Note per $1,000 principal amount (the “Conversion Rate”) shall be that set forth in paragraph 10 in the Notes, subject to adjustment as herein set forth. The initial Conversion Rate is not made, in whole or in part, as 47.2210 shares of Common Stock issuable upon conversion of a result Note per $1,000 principal amount. A Holder may convert a portion of the limitations described in Section 14.01(c), principal amount of Notes if the Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such shares as promptly as practicable after any such converting Holder gives notice to the Company that such delivery would not result in it exceeding the ownership limitations in the Company’s charterportion is $1,000 or a multiple of $1,000.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Supplemental Indenture, each Holder of Notes shall have the right, at such Holder’s option, to convert its Securitiesthe principal amount of any such Notes, or any portion of its Securities such that the principal amount that remains outstanding of each Security that is not converted in full equals $1,000 2,000 or an integral multiple of $1,000 in excess thereof, into cash at the Settlement Amount determined applicable Conversion Rate then in accordance with Section 14.03(a) hereofeffect, (x) prior to the Close of Business on the Business Day immediately preceding April February 1, 20212012, only upon satisfaction of one or more of the conditions described in Section 14.01(bclauses (i) hereof, through (iv) below and (y) on or after April February 1, 20212012, at any time prior to the Close of Business on the Business second Scheduled Trading Day immediately preceding May 1, 2012 irrespective of the Maturity Date.conditions described in clauses (i) through (iv) below: (i) Prior to the Close of Business on the Business Day immediately preceding April February 1, 20212012, a Holder of Notes may surrender all or a portion of its Securities Notes for conversion at any time into cash during any calendar fiscal quarter commencing after the calendar quarter ending on December 31, 2018 (and only during such calendar fiscal quarter) commencing after June 30, 2009 if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar fiscal quarter is greater than or equal to 110130% of the applicable Conversion Price in effect on each applicable Trading Day. (ii) Prior to the Close of Business on the Business Day immediately preceding April February 1, 20212012, a Holder of Notes may surrender all or any portion of its Securities Notes for conversion at any time into cash during the five Business Day period after any five 10 consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of SecuritiesNotes, as determined following a request by a Holder of Notes in accordance with the procedures set forth in this subsection (b)(iiSection 4.01(a)(ii), for each Trading Day day of such Measurement Period period was less than 98% of the product of (1) the Last Reported Sale Price of the Common Stock on such Trading Day and (2) the applicable Conversion Rate in effect on such Trading Day. The Trading Prices shall be determined by (the Bid Solicitation Agent pursuant to this subsection (b)(ii) and the definition of “Trading Price” set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company in accordance with the definition of Trading Price, along with the appropriate contact information for eachPrice Condition”). The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of Securities the Notes in accordance with this Section 4.01(a)(ii) unless requested by the Company has requested such determination; Company, and the Company shall have no obligation to make such request (or, if the Company is the Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price of the Securities) unless a Holder of a Security Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities Notes would be less than 98% of the product of (1) the Last Reported Sale Price of the Common Stock on and the applicable Conversion Rate. Promptly (but in any event within two Business Days) after receiving such Trading Day and (2) the Conversion Rate in effect on such Trading Day. At such timeevidence, the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine (or, if the Company is the Bid Solicitation Agent, the Company shall determine) the Trading Price per $1,000 principal amount of the Securities Notes beginning on the next Trading Day after the Company has delivered such instructions and on each successive Trading Day until the Trading Price per $1,000 principal amount of Securities for a Trading Day Notes is greater than or equal to 98% of the product of (1) the Last Reported Sale Price of the Common Stock on such and the applicable Conversion Rate. If the Company does not so instruct the Bid Solicitation Agent to obtain bids when required, the Trading Day Price per $1,000 principal amount of the Notes will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and (2) the applicable Conversion Rate in effect on such each day the Company fails to do so. If the Trading Day. Whenever the condition to conversion set forth in this subsection (b)(ii) Price Condition has been met, but was not met on the immediately preceding Trading Day, the Company will shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)Agent. If, at any time after the condition to conversion set forth in this subsection (b)(ii) Trading Price Condition has been met, the condition to conversion set forth in this subsection (b)(ii) ceases to be metTrading Price per $1,000 principal amount of Notes is greater than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Company will shall so notify the Holdersholders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) promptly after such condition ceases to be met. The Company will initially act as Bid Solicitation Agent. (iii) If, prior to the Close of Business on the Business Day immediately preceding April 1, 2021, If the Company elects to: (A) issue to all or substantially all holders of the Common Stock any rights, options certain rights or warrants entitling them for a period of not more than 45 calendar days after the announcement date of such issuance, issuance to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, on the Trading Day immediately preceding the date of announcement of such issuance (taking into account any consideration received by the Company as described in Section 14.04(b))issuance; or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, debt securities or certain rights to purchase securities of the Company’s securities, which distribution has a per-per share value, as reasonably determined by the Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the date of announcement for such distribution, then, in either each case, the Company must deliver notice of such issuance or distribution, and shall notify the Holders of the Ex-Dividend Date for such issuance or distributionNotes, to in the Holders manner provided in Section 16.04 of the Base Indenture, at least 50 30 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, Holders may surrender all or any portion of their Securities Notes for conversion into cash at any time until the earlier of (1) the Close of Business Business, on the Business Day immediately preceding the prior to such Ex-Dividend Date for such issuance or distribution and (2) the Company’s announcement that such issuance or distribution will not take place, even if the Securities Notes are not otherwise convertible at such time; provided, however, that Holders shall not have the right to convert their Securities pursuant to this subsection (b)(iii) if the Company provides that Holders shall participate, at the same time and upon the same terms, as holders of the Common Stock in any of the transactions described above without having to convert their Securities as if they held a number of shares of the Common Stock equal to the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such issuance or distribution multiplied by the principal amount (expressed in thousands) of Securities held by such Holder on the Ex-Dividend Date for such issuance or distribution. (iv) If (A) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the Close of Business on the Business Day immediately preceding April 1, 2021occurs, regardless of whether a Holder has the right to require the Company to repurchase purchase the Securities as described under Notes pursuant to Article 153 hereof, or (B) if the Company is a party to a consolidation, merger, binding share exchange, or transfer or lease of all or substantially all of its assets (other than a merger effected solely to change the Company’s jurisdiction of incorporation that does not otherwise constitute a Fundamental Change or a Make-Whole Fundamental Change), in each caseassets, pursuant to which the Common Stock would be converted into cash, securities or other assets, all or any portion of a Holder’s Securities Holders may be surrendered surrender Notes for conversion into cash at any time from or and after the date that is the later of (i) 40 Scheduled Trading Days prior to the anticipated effective date of such transaction and (ii) the transaction or event date the Company publicly announces such date until 35 the date that is 45 Trading Days after such the actual effective date of such transaction (or, if such transaction or event also constitutes a Fundamental Change, until the related Fundamental Change Repurchase Purchase Date). The Company will publicly announce and shall notify the Holders, Holders and the Trustee and as promptly as practicable following the Conversion Agent (if other than date the Trustee) no later than Company determines the anticipated effective date of such transaction. If a Holder converts its Notes prior to the Close of Business on the Business Day immediately preceding the actual effective date of any transaction described in this Section 4.01(a)(iv) and the relevant Conversion Date occurs prior to February 1, 2012, irrespective of whether one or eventmore other conditions to conversion described in Section 4.01 have been satisfied, such conversion will be deemed to have occurred pursuant to this Section 4.01(a)(iv). (cb) Notwithstanding any other provision of the Securities or this Indenture, no Holder of Securities will be entitled to receive Common Stock following conversion of such Securities to the extent that receipt of such Common Stock would cause such Holder to exceed the ownership limitations contained in the Company’s charter. (d) If any delivery of shares of Common Stock owed to a Holder upon conversion of Securities is not made, in whole or in part, as a result of the limitations described in Section 14.01(c), the Company’s obligation to make such delivery shall Notes may not be extinguished and converted into cash after the Company shall deliver such shares as promptly as practicable after any such converting Holder gives notice to Close of Business on the Company that such delivery would not result in it exceeding the ownership limitations in the Company’s chartersecond Scheduled Trading Day immediately preceding May 1, 2012.

Right to Convert. (a) Subject to the obligation and the right of the Company to pay some or all of the conversion consideration in cash in accordance with Section 12.12, and upon compliance with the provisions of this Indenture, each Holder holder of Convertible Notes shall have the right, at such Holder’s his or her option, at any time on or before the close of business on the last Trading Day prior to the Maturity Date (except that, with respect to any Convertible Note or portion thereof subject to a duly completed election for repurchase, such right shall terminate at the close of business on the Designated Event Offer Termination Date (unless the Company defaults in the payment due upon repurchase or such holder elects to withdraw the submission of such election to repurchase in accordance with Section 4.06)) to convert its Securitiesthe principal amount of any Convertible Note held by such holder, or any portion of its Securities such that the principal amount that remains outstanding of each Security that which is not converted in full equals $1,000 or an integral multiple of $1,000 in excess thereof, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the Settlement Amount determined principal amount of the Convertible Note or portion thereof to be converted by the Conversion Price in accordance with Section 14.03(a) hereof, (x) prior to the Close of Business on the Business Day immediately preceding April 1, 2021effect at such time, only upon satisfaction of one or more of under the conditions described in Section 14.01(b) hereof, and (y) on or after April 1, 2021, at any time prior to the Close of Business on the Business Day immediately preceding the Maturity Date.following circumstances: (i1) Prior to the Close of Business on the Business Day immediately preceding April 1, 2021, a Holder may surrender its Securities for conversion at any time during any calendar quarter commencing beginning after the calendar quarter ending on December 31, 2018 (2006, and only during such calendar quarter) if , if, as of the Last Reported Sale last day of the immediately preceding calendar quarter, the Volume Weighted Average Price per share of the Common Stock for at least 20 Trading Days in the period of the 30 consecutive Trading Days ending on the last Trading Day of such preceding calendar quarter was more than 150% of the Conversion Price on the last day of such preceding calendar quarter (whether the “Conversion Trigger Price”); (2) during any five Trading Day period after any five consecutive Trading Day period in which the Trading Price per $1,000 principal amount of Convertible Notes, as determined following a request by a holder in accordance with the procedures described below in Section 12.01(d)(ii), for each day of that period was less than 98% of the product of (x) the Volume Weighted Average Price of the Common Stock for each day in that period and (y) the Conversion Rate per $1,000 principal amount of Convertible Notes; (3) if the Company distributes to all holders of Common Stock rights or not consecutivewarrants entitling them to purchase, for a period expiring within 45 days of the date of issuance, Common Stock at less than the Closing Price of the Common Stock on the day of issuance; (4) if the Company distributes to all holders of Common Stock, assets, debt securities or rights to purchase the Company’s securities, which distribution has a per share value exceeding 7.5% of the Volume Weighted Average Price of the Common Stock on the Business Day preceding the declaration date for such distribution; (5) if a Designated Event (or an event that would have been a Designated Event but for the existence of the proviso in the definition of Change of Control) occurs or is anticipated to occur (as further described in clause (h)); (6) at any time after the Company delivers a Conversion Termination Notice to the holders as further described in Section 12.13; or (7) at any time during the period beginning 60 days prior to, but excluding, any scheduled Designated Event Payment Date or the Maturity Date. Notwithstanding the foregoing, even if the Convertible Notes are otherwise convertible as set forth in Section 12.01(a)(1), 12.01(a)(2), 12.01(a)(3), 12.01(a)(4) and 12.01(a)(6), the Convertible Notes shall not be convertible unless the Convertible Notes are convertible pursuant to Sections 12.01(a)(5), or 12.01(a)(7) if, at the time a holder of Convertible Notes tenders its Convertible Notes for conversion, there exists a default or event of default under the Credit Agreement. The inability of a holder to convert its Convertible Notes because of this restriction set forth in the immediately preceding sentence will not constitute a Default or an Event of Default under this Indenture. If the Convertible Notes would be convertible but are not convertible because of the restrictions set forth in the immediately preceding paragraph and a holder tenders its Convertible Notes for conversion, the Company will use reasonable efforts to permit such conversions, which may include, without limitation, seeking to obtain the consent of the lenders under the Credit Agreement, attempting to refinance the debt under the Credit Agreement and the issuance and sale of additional equity securities. If, despite the Company’s reasonable efforts, conversions continue to be prohibited, the Company will promptly inform such converting holder and return such holder’s Convertible Notes and any related notice of conversion will be deemed to be revoked to the extent of such returned Convertible Notes. The Company will not make any dividend or distribution of the type referred to in Sections 12.01(a)(3) or 12.01(a)(4) or deliver a Conversion Termination notice to the holders pursuant to Section 12.13 to the extent that a holder would be unable to convert such Convertible Note and receive such dividend or distribution, if applicable, as a result of the conversion restrictions set forth in this Section 12.01(a). (b) In the case of a distribution contemplated by clauses (3) and (4) of Section 12.01(a), the Company shall notify holders at least 20 days prior to the ex-dividend date for such distribution (the “Distribution Notice”). Once the Company has given the Distribution Notice, holders may surrender their Convertible Notes for conversion at any time until the earlier of the close of business on the last Trading Day preceding the ex-dividend date or the Company’s announcement that such distribution will not take place. In the event of a distribution contemplated by clauses (3) and (4) of Section 12.01(a), holders may not convert the Convertible Notes if the holders will otherwise participate in such distribution without converting their Convertible Notes. The Company will provide written notice to the Conversion Agent as soon as reasonably practicable of any anticipated or actual event or transaction that will cause or causes the Convertible Notes to become convertible pursuant to clauses (3) or (4) of Section 12.01(a). (c) In the case of a transaction contemplated by clause (5) of section 12.01(a), the Company will notify the holders and Trustee at least 15 Trading Days prior to the anticipated Designated Event Date of any Designated Event (or an event that would have been a Designated Event but for the existence of the proviso in the definition of Change of Control) that the Company knows or reasonably should know will occur. If the Company does not know, and should not reasonably know, that a Designated Event will occur until a date that is within 15 Trading Days before the anticipated Designated Event Effective Date or other applicable event, the Company will notify the holders and the Trustee promptly after the Company has knowledge of such Designated Event or such other event. Holders may surrender Convertible Notes for conversion at any time beginning 15 Trading Days before the anticipated Designated Event Date of a Designated Event (or an event that would have been a Designated Event but for the existence of the proviso in the definition of Change of Control) and until the Trading Day prior to the date of the Designated Event Payment Date (or other applicable event). (i) For each calendar quarter of the Company, beginning with the calendar quarter beginning at any time after December 31, 2006, the Conversion Agent, on behalf of the Company, will determine, on the first Business Day following the last Trading Day of the previous calendar quarter, whether the Convertible Notes are convertible pursuant to clause (1) of Section 12.01(a), and, if so, will notify the Trustee and the Company in writing. Upon request of the Conversion Agent, the Company shall provide, or cause to be provided to, the Conversion Agent the Volume Weighted Average Price per share of Common Stock for the 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 110% of the Conversion Price in effect on each applicable Trading Dayquarter. (ii) Prior to the Close of Business on the Business Day immediately preceding April 1, 2021, a Holder may surrender all or any portion of its Securities for conversion at any time during the five Business Day period after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Securities, as determined following a request by a Holder in accordance with the procedures set forth in this subsection (b)(ii), for each Trading Day of such Measurement Period was less than 98% of the product of (1) the Last Reported Sale Price of the Common Stock on such Trading Day and (2) the Conversion Rate in effect on such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(ii) and the definition of “Trading Price” set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company in accordance with the definition of Trading Price, along with the appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of Securities the Convertible Notes and whether the Convertible Notes are convertible pursuant to clause (2) of Section 12.01(a) unless the Company has requested such determinationdetermination in writing; and the Company shall have no obligation to make such request (or, if the Company is the Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price of the Securities) unless a Holder holder of a Security Convertible Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities Convertible Notes would be less than 98% of the product of (1) the Last Reported Sale Volume Weighted Average Price of the Common Stock on such Trading Day and (2) the Conversion Rate in effect on such Trading Dayper $1,000 principal amount of Convertible Notes. At such time, the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine (or, if the Company is the Bid Solicitation Agent, the Company shall determine) the Trading Price per $1,000 principal amount of the Securities Convertible Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Securities for a Trading Day the Convertible Notes is greater than or equal to 98% of the product of (1) the Last Reported Sale Volume Weighted Average Price of the Common Stock on such Trading Day and (2) the Conversion Rate in effect on such Trading Day. Whenever per $1,000 principal amount of the condition to conversion set forth in this subsection (b)(ii) has been met, but was not met on the immediately preceding Trading Day, the Company will so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the condition to conversion set forth in this subsection (b)(ii) has been met, the condition to conversion set forth in this subsection (b)(ii) ceases to be met, the Company will so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) promptly after such condition ceases to be met. The Company will initially act as Bid Solicitation AgentConvertible Notes. (iiie) If, prior The conversion rights pursuant to this Article 12 shall commence on the Close initial issuance date of Business the Convertible Notes and expire at the close of business on the Business Day immediately preceding April 1the Maturity Date, 2021but shall be exercisable only during the time periods specified with respect to each circumstance pursuant to which the Convertible Notes become convertible. If a Convertible is submitted or presented for purchase upon a Designated Event pursuant to Section 4.06, such conversion right shall terminate at the Company elects to: (A) issue to all or substantially all holders close of business on the Common Stock any rights, options or warrants entitling them for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Business Day immediately preceding the Designated Event Payment Date for such Convertible Note (unless the Company shall fail to make the Designated Event payment when due in accordance with Section 4.06, in which case the conversion right shall terminate at the close of business on the date such failure is cured and such Convertible Note is purchased). If a Convertible Note is convertible as a result of announcement a Designated Event, such conversion right shall commence and terminate as set forth in Section 12.01(c). Convertible Notes in respect of which a Designated Event Offer has been delivered may not be surrendered for conversion pursuant to this Article 12 prior to a valid withdrawal of such issuance (taking into account any consideration received by Designated Event Notice in accordance with the Company as described in provisions of Section 14.04(b)); or4.06. (Bf) distribute Provisions of this Indenture that apply to conversion of all of a Convertible Note also apply to conversion of a portion of a Convertible Note. (g) A holder of Convertible Notes is not entitled to any rights of a holder of Common Stock until such holder has converted its Convertible Notes into Common Stock, and only to the extent such Convertible Notes are deemed to have been converted into Common Stock pursuant to this Article 12. (h) If there shall have occurred a Designated Event (or substantially all holders an event that would have been a Designated Event but for the existence of the proviso in the definition of Change of Control) (other than a Change of Control where 10% or more of the fair market value of the consideration for the Common Stock the Company’s assets, securities or rights to purchase the Company’s securities, which distribution has a per-share value, (as reasonably determined by the Board of Directors, exceeding 10% whose determination shall be conclusive evidence of such fair market value) in the Last Reported Sale Price corporation transaction consists of (i) cash (not including cash payments for fractional shares), (ii) other property or (iii) securities that are not traded or scheduled to be traded immediately following such transaction on a U.S. national securities exchange or the Common Stock Nasdaq National Market), then the Conversion Rate per $1,000 principal amount of Convertible Notes otherwise in effect in respect of Convertible Notes for which a conversion notice is received by the Conversion Agent during the period beginning 15 Trading Days before the date announced by the Company as the anticipated Designated Event Date and ending at the close of business on the Trading Day immediately preceding the date of announcement for such distributionDesignated Event Payment Date shall be increased by the amount, thenif any, in either casedetermined by reference to the table below, based on the Company must deliver notice Designated Event Date and the Stock Price of such issuance Designated Event; provided that if the Stock Price or distribution, and of the Ex-Dividend Designated Event Date for such issuance or distribution, to the Holders at least 50 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, Holders may surrender all or any portion of their Securities for conversion at any time until the earlier of (1) the Close of Business are not set forth on the Business Day immediately preceding the Ex-Dividend Date for such issuance or distribution and table: (2) the Company’s announcement that such issuance or distribution will not take place, even if the Securities are not otherwise convertible at such time; provided, however, that Holders shall not have the right to convert their Securities pursuant to this subsection (b)(iiii) if the Company provides that Holders shall participateactual Stock Price on the Designated Event Date is between two Stock Prices on the table or the actual Designated Event Date is between two Designated Event Dates on the table, at the same time amount of the Conversion Rate adjustment will be determined by a straight-line interpolation between the adjustment amounts set forth for the two Stock Prices and upon the same termstwo Designated Event Dates on the table based on a 365-day year, as applicable, (ii) if the Stock Price on the Designated Event Date exceeds $20.00 per share, subject to adjustment as set forth herein, no adjustment to the applicable Conversion Rate will be made, and (iii) if the Stock Price on the Designated Event Date is less than $5.27 per share, subject to adjustment as set forth herein, no adjustment to the applicable Conversion Rate will be made. If holders of the Common Stock receive only cash in any of the transactions described above without having to convert their Securities as if they held a number of shares Designated Event, the Stock Price shall be the cash amount paid per share of the Common Stock in connection with the Designated Event. Otherwise, the Stock Price shall be equal to the Volume Weighted Average Price of the Common Stock for each of the 10 Trading Days immediately preceding, but not including, the applicable Designated Event Date. The following table shows the amount, if any, by which the applicable Conversion Rate will increase for each Stock Price and Designated Event Effective Date set forth below: $ 5.27 60.8 60.8 60.8 60.8 60.8 $ 6.50 39.6 39.6 38.3 36.1 32.6 $ 8.00 24.9 24.9 22.6 18.9 3.8 $ 9.50 16.8 16.1 135. 9.9 0.0 $ 11.00 12.2 11.3 8.7 5.3 0.0 $ 12.50 9.7 8.6 5.8 3.0 0.0 $ 14.00 8.7 7.7 5.2 2.7 0.0 $ 15.50 7.8 6.9 4.7 2.4 0.0 $ 17.00 7.3 6.3 4.3 2.2 0.0 $ 18.50 6.6 5.8 3.9 2.0 0.0 $ 20.00 6.1 5.4 3.6 1.9 0.0 The Stock Prices set forth in the first column of the table above will be adjusted as of any date on which the Conversion Rate of the Convertible Notes is adjusted. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The Conversion Rate adjustment amounts set forth in the table above will be adjusted in the same manner as the Conversion Rate as set forth in Section 12.05 hereof, other than as a result of an adjustment of the Conversion Rate by virtue of the provisions of this Section 12.01(h). Notwithstanding the foregoing, in no event will the conversion rate exceed 182.01213 per $1,000 principal amount of Convertible Notes, other than on account of proportional adjustments to the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such issuance or distribution multiplied by the principal amount (expressed manner set forth in thousands) of Securities held by such Holder on the Ex-Dividend Date for such issuance or distributionSection 12.05 below. (ivi) If (A) a Fundamental Change or a Make-Whole Fundamental Change occurs prior to Except as set forth in Section 12.02, by delivering the Close amount of Business on the Business Day immediately preceding April 1, 2021, regardless of whether a Holder has the right to require the Company to repurchase the Securities as described under Article 15, or (B) the Company is a party to a consolidation, merger, binding share exchange, or transfer or lease of all or substantially all of its assets (other than a merger effected solely to change the Company’s jurisdiction of incorporation that does not otherwise constitute a Fundamental Change or a Make-Whole Fundamental Change), in each case, pursuant to which the Common Stock would be converted into cash, securities or other assets, all or any portion of a Holder’s Securities may be surrendered for conversion at any time from or after the effective date of the transaction or event until 35 Trading Days after such effective date orcash and, if such transaction or event also constitutes a Fundamental Change, until the related Fundamental Change Repurchase Date. The Company will notify the Holdersapplicable, the Trustee and the Conversion Agent (if other than the Trustee) no later than the effective date of such transaction or event. (c) Notwithstanding any other provision of the Securities or this Indenture, no Holder of Securities will be entitled to receive Common Stock following conversion of such Securities to the extent that receipt of such Common Stock would cause such Holder to exceed the ownership limitations contained in the Company’s charter. (d) If any delivery number of shares of Common Stock owed issuable on conversion to a Holder upon conversion of Securities is not madethe Trustee, in whole or in part, as a result the Company will be deemed to have satisfied its obligation to pay the principal amount of the limitations described Convertible Notes so converted and its obligation to pay accrued and unpaid interest attributable to the period from the most recent Interest Payment Date through the Conversion Date (which amount will be deemed paid in full rather than cancelled, extinguished or forfeited). (j) If a holder has delivered a Notice that it wishes to have its Convertible Notes repurchased in accordance with Section 14.01(c)4.06, the Company’s obligation to make holder may not surrender such delivery shall not be extinguished and Convertible Note for conversion until the Company shall deliver holder has withdrawn such shares as promptly as practicable after any such converting Holder gives notice to the Company that such delivery would not result in it exceeding the ownership limitations in the Company’s charteraccordance with Section 4.06.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Supplemental Indenture, each Holder of Notes shall have the right, at such Holder’s option, to convert its Securitiesthe Original Principal Amount of any such Notes, or any portion of its Securities such that the principal amount that remains outstanding of each Security that is not converted in full equals Original Principal Amount equal to $1,000 or an integral multiple of $1,000 1,000, at the Conversion Rate in excess thereofeffect on the Conversion Date for such Notes (subject to, into the Settlement Amount determined and in accordance with with, the settlement provisions of Section 14.03(a) hereof4.02, the “Conversion Obligation”), (x) prior to the Close close of Business business on the Business Day immediately preceding April June 1, 20212024, only upon satisfaction of one or more of the conditions described in Section 14.01(bclauses (i) hereof, through (v) below and (y) on or after April June 1, 20212024, at any time prior to the Close close of Business business on the Business second Scheduled Trading Day immediately preceding the Stated Maturity Date.irrespective of the conditions described in clauses (i) through (v) below: (i) Prior to the Close close of Business business on the Business Day immediately preceding April June 1, 20212024, a Holder of Notes may surrender all or any portion of its Securities Notes for conversion at any time during any calendar fiscal quarter commencing (and only during such fiscal quarter) after the calendar fiscal quarter ending on December 31, 2018 (and only during such calendar quarter) 2019 if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during in the period of 30 consecutive Trading Days ending on on, and including, the last Trading Day of the immediately preceding calendar fiscal quarter is greater than or equal to 110exceeds 130% of the Conversion Price in effect on each applicable Trading Day. (ii) Prior to the Close close of Business business on the Business Day immediately preceding April June 1, 20212024, a Holder of Notes may surrender all or any portion of its Securities Notes for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount Original Principal Amount of Securities, Notes (as determined following a request by a Holder of Notes in accordance with the procedures set forth in this subsection (b)(iiSection 4.01(a)(ii), ) for each Trading Day of such the Measurement Period was less than 98% of the product of (1) the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day and (2) the Conversion Rate in effect on such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(ii) and the definition of “Trading Price” Price Condition”), subject to compliance with the procedures and conditions set forth in this Indenture. The Company Section 4.01(a)(ii) concerning the obligation to make a Trading Price determination, in which event the Trading Price Condition shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company in accordance with the definition of Trading Price, along with the appropriate contact information for eachbe met. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of Securities the Notes in accordance with this Section 4.01(a)(ii) unless requested by the Company has requested such determination; Company, and the Company shall have no obligation to make such request (or, if the Company is the acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price of the SecuritiesNotes in accordance with this Section 4.01(a)(ii)) unless a Holder of a Security Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount Original Principal Amount of Securities Notes is or would be less than 98% of the product of (1) the Last Reported Sale Price of the Common Stock on such Trading Day and (2) the Conversion Rate in effect on Rate. Promptly following receipt of such Trading Day. At such timeevidence, the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine (or, if the Company is the then acting as Bid Solicitation Agent, the Company shall determine) the Trading Price per $1,000 principal amount of the Securities Notes beginning on the next Trading Day and on each successive Trading Day until such Trading Day on which the Trading Price per $1,000 principal amount Original Principal Amount of Securities for a Trading Day Notes is greater than or equal to 98% of the product of (1) the Last Reported Sale Price of the Common Stock on and the Conversion Rate. If, upon presentation of such reasonable evidence by the Holder, the Company does not cause the Bid Solicitation Agent to make such determination (or, if the Company is then acting as Bid Solicitation Agent, the Company does not make such determination), the Trading Day Price per $1,000 Original Principal Amount of the Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and (2) the Conversion Rate in effect on each Trading Day the Company does not make such determination or cause the Bid Solicitation Agent to make such determination. If the Trading Day. Whenever the condition to conversion set forth in this subsection (b)(ii) Price Condition has been met, but was not met on the immediately preceding Trading Day, the Company will shall, as soon as practicable following the condition being met, so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the condition to conversion set forth in this subsection (b)(ii) Trading Price Condition has been met, the condition Trading Price per $1,000 Original Principal Amount of Notes is greater than or equal to conversion set forth in this subsection (b)(ii) ceases to be met98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such day, the Company will shall so notify notify, in writing, the Holdersholders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) promptly after such condition ceases to be met. The Company will initially act as Bid Solicitation Agentof the same. (iii) If, prior to the Close close of Business business on the Business Day immediately preceding April June 1, 20212024, the Company elects to: (A) issue distribute to all or substantially all holders of the Common Stock any rights, options or warrants entitling them for a period of not more than 45 60 calendar days after from the announcement record date of for such issuance, distribution to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the declaration date of announcement of for such issuance (taking into account any consideration received by the Company as described in Section 14.04(b))distribution; or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights rights, options or warrants to purchase securities of the Company’s securitiesCompany not otherwise covered by clause (A) above, which distribution has a per-per share value, as reasonably determined by the Board of Directors, exceeding 10% of the average of the Last Reported Sale Price Prices of the Common Stock on over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the declaration date of announcement for such distribution, then, in either case, the Company must deliver notice of such issuance or distribution, and shall notify the Holders of the Ex-Dividend Date for such issuance or distribution, to the Holders Notes at least 50 70 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, Holders may surrender all or any portion of their Securities Notes for conversion at any time from, and including, the date the Company sends such notice until the earlier of the close of business on the Business Day immediately preceding such Ex-Dividend Date or the date of the Company’s announcement that such distribution shall not take place, even if the Notes are not otherwise convertible at such time. No Holder may exercise its right to convert its Notes under the provisions of this Section 4.01(a)(iii) if such Holder otherwise may participate in any such distribution described above without conversion (based upon the Conversion Rate and upon the same terms as holders of the Common Stock). (iv) Prior to the close of business on the Business Day immediately preceding June 1, 2024, if a transaction or event that constitutes a Fundamental Change (but without regard to the exclusion of transactions involving Publicly Traded Securities in the paragraph following clause (4) of that definition) or a Make-Whole Fundamental Change (other than a Make-Whole Fundamental Change occurring pursuant to clause (ii) of the Close definition thereof) occurs, Holders may surrender Notes for conversion at any time from, and including, the Effective Date of Business such transaction until the 45th day following the actual Effective Date (or, if earlier and to the extent applicable, the close of business on the Business Day immediately preceding the Ex-Dividend Date for related Fundamental Change Repurchase Date). No later than such issuance or distribution Effective Date, the Company shall notify Holders of such transaction and (2) the Company’s announcement that such issuance or distribution will not take place, even if the Securities are not otherwise convertible at such time; provided, however, that Holders shall not have the related right to convert their Securities pursuant to this subsection (b)(iii) if the Company provides that Holders shall participate, at the same time and upon the same terms, as holders of the Common Stock in any of the transactions described above without having to convert their Securities as if they held a number of shares of the Common Stock equal to the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such issuance or distribution multiplied by the principal amount (expressed in thousands) of Securities held by such Holder on the Ex-Dividend Date for such issuance or distributionNotes. (ivv) If (A) a Fundamental Change or a Make-Whole Fundamental Change occurs prior Prior to the Close close of Business business on the Business Day immediately preceding April June 1, 20212024, regardless of whether a Holder has the right to require if the Company calls any Note for Redemption, then, subject to repurchase Section 8.05, the Securities as described under Article 15Holder of such Note may convert such Note at any time before the close of business on the second Business Day immediately before the related Redemption Date (or, or (B) if the Company is a party fails to a consolidationpay the Redemption Price due on such Redemption Date in full, mergerat any time until such time as the Company pays such Redemption Price in full). (b) Notwithstanding anything herein to the contrary, binding share exchange, or transfer or lease of all or substantially all of its assets (other than a merger effected solely to change the Company’s jurisdiction of incorporation that does not otherwise constitute a Fundamental Change or a Make-Whole Fundamental Change), in each case, pursuant to which the Common Stock would be converted into cash, securities or other assets, Holders may surrender all or any portion of a Holder’s Securities may be surrendered their Notes for conversion at any time from or after the effective date of the transaction or event until 35 Trading Days after such effective date orbeginning on June 1, if such transaction or event also constitutes a Fundamental Change2024, until the related Fundamental Change Repurchase Date. The Company will notify close of business on the Holders, second Scheduled Trading Day immediately preceding the Trustee and Stated Maturity irrespective of the Conversion Agent (if other than the Trustee) no later than the effective date of such transaction or eventconditions set forth in Section 4.01(a). (c) Notwithstanding any other provision If the Notes are subject to repurchase following a Fundamental Change, the right of Holders to convert their Notes so subject to repurchase will expire at the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date, unless the Company defaults in the payment of the Securities or this IndentureFundamental Change Repurchase Price, no in which case, the conversion right will terminate at the close of business on the date the default is cured and the Notes are repurchased. If a Holder of Securities will has submitted a Fundamental Change Repurchase Notice for any Notes to be entitled to receive Common Stock following conversion of repurchased upon a Fundamental Change, such Securities Holder may convert such Notes only to the extent that receipt of such Common Stock would cause such Holder to exceed the ownership limitations contained Fundamental Change Repurchase Notice has been withdrawn in the Company’s charteraccordance with Section 3.03. (d) If any delivery of shares of Common Stock owed to a Holder upon conversion of Securities Note is not madecalled for Redemption, in whole or in part, as a result then the right of the limitations described Holder of such Note to convert such Note will expire at the close of business on the second Business Day immediately before the related Redemption Date (or, if the Company fails to pay the Redemption Price due on such Redemption Date in full, at the time the Company pays such Redemption Price in full). (e) Upon conversion pursuant to this Section 14.01(c)4.01, the Company’s obligation remaining Accreted Principal Amount in excess of the Original Principal Amount converted shall be deemed to make such delivery shall not be extinguished and the Company shall deliver such shares as promptly as practicable after any such converting Holder gives notice to the Company that such delivery would not result in it exceeding the ownership limitations in the Company’s charterextinguished.

Right to Convert. (a) Subject to the obligation and the right of the Company to pay some or all of the conversion consideration in cash in accordance with Section 12.12, and upon compliance with the provisions of this Indenture, each Holder holder of Convertible Notes shall have the right, at such Holder’s his or her option, at any time on or before the close of business on the last Trading Day prior to the Maturity Date (except that, with respect to any Convertible Note or portion thereof subject to a duly completed election for repurchase, such right shall terminate at the close of business on the Designated Event Offer Termination Date (unless the Company defaults in the payment due upon repurchase or such holder elects to withdraw the submission of such election to repurchase in accordance with Section 4.06)) to convert its Securitiesthe principal amount of any Convertible Note held by such holder, or any portion of its Securities such that the principal amount that remains outstanding of each Security that which is not converted in full equals $1,000 or an integral multiple of $1,000 in excess thereof, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the Settlement Amount determined principal amount of the Convertible Note or portion thereof to be converted by the Conversion Price in accordance with Section 14.03(a) hereof, (x) prior to the Close of Business on the Business Day immediately preceding April 1, 2021effect at such time, only upon satisfaction of one or more of under the conditions described in Section 14.01(b) hereof, and (y) on or after April 1, 2021, at any time prior to the Close of Business on the Business Day immediately preceding the Maturity Date.following circumstances: (i1) Prior to the Close of Business on the Business Day immediately preceding April 1, 2021, a Holder may surrender its Securities for conversion at any time during any calendar quarter commencing beginning after the calendar quarter ending on December 31, 2018 (2008, and only during such calendar quarter) if , if, as of the Last Reported Sale last day of the immediately preceding calendar quarter, the Volume Weighted Average Price per share of the Common Stock for at least 20 Trading Days (whether or not consecutive) during in the period of the 30 consecutive Trading Days ending on the last Trading Day of the immediately such preceding calendar quarter is greater was more than or equal to 110150% of the Conversion Price in effect on each applicable Trading Day.the last day of such preceding calendar quarter (the “Conversion Trigger Price”); (ii2) Prior to the Close of Business on the Business Day immediately preceding April 1, 2021, a Holder may surrender all or during any portion of its Securities for conversion at any time during the five Business Trading Day period after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of SecuritiesConvertible Notes, as determined following a request by a Holder holder in accordance with the procedures set forth described below in this subsection (b)(iiSection 12.01(d)(ii), for each Trading Day day of such Measurement Period that period was less than 98% of the product of (1x) the Last Reported Sale Volume Weighted Average Price of the Common Stock for each day in that period and (y) the Conversion Rate per $1,000 principal amount of Convertible Notes; (3) if the Company distributes to all holders of Common Stock rights or warrants entitling them to purchase, for a period expiring within 45 days of the date of issuance, Common Stock at less than the Closing Price of the Common Stock on such Trading Day and the day of issuance; (24) the Conversion Rate in effect on such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(ii) and the definition of “Trading Price” set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company in accordance with the definition of Trading Price, along with the appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of Securities unless the Company has requested such determination; and the Company shall have no obligation to make such request (or, if the Company is the Bid Solicitation Agent, the Company shall have no obligation distributes to determine the Trading Price of the Securities) unless a Holder of a Security provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 98% of the product of (1) the Last Reported Sale Price of the Common Stock on such Trading Day and (2) the Conversion Rate in effect on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine (or, if the Company is the Bid Solicitation Agent, the Company shall determine) the Trading Price per $1,000 principal amount of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Securities for a Trading Day is greater than or equal to 98% of the product of (1) the Last Reported Sale Price of the Common Stock on such Trading Day and (2) the Conversion Rate in effect on such Trading Day. Whenever the condition to conversion set forth in this subsection (b)(ii) has been met, but was not met on the immediately preceding Trading Day, the Company will so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the condition to conversion set forth in this subsection (b)(ii) has been met, the condition to conversion set forth in this subsection (b)(ii) ceases to be met, the Company will so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) promptly after such condition ceases to be met. The Company will initially act as Bid Solicitation Agent. (iii) If, prior to the Close of Business on the Business Day immediately preceding April 1, 2021, the Company elects to: (A) issue to all or substantially all holders of the Common Stock any rightsStock, options or warrants entitling them for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance (taking into account any consideration received by the Company as described in Section 14.04(b)); or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, debt securities or rights to purchase the Company’s securities, which distribution has a per-per share value, as reasonably determined by the Board of Directors, value exceeding 107.5% of the Last Reported Sale Volume Weighted Average Price of the Common Stock on the Trading Business Day immediately preceding the declaration date of announcement for such distribution; (5) if a Designated Event (or an event that would have been a Designated Event but for the existence of the proviso in the definition of Change of Control) occurs or is anticipated to occur (as further described in clause (h)); (6) at any time after the Company delivers a Conversion Termination Notice to the holders as further described in Section 12.13; or (7) at any time during the period beginning 60 days prior to, thenbut excluding, any scheduled Designated Event Payment Date or the Maturity Date. Notwithstanding the foregoing, even if the Convertible Notes are otherwise convertible as set forth in either caseSection 12.01(a)(1), 12.01(a)(2), 12.01(a)(3), 12.01(a)(4) and 12.01(a)(6), the Convertible Notes shall not be convertible unless the Convertible Notes are convertible pursuant to Sections 12.01(a)(5), or 12.01(a)(7) if, at the time a holder of Convertible Notes tenders its Convertible Notes for conversion, there exists a default or event of default under the Credit Agreement. The inability of a holder to convert its Convertible Notes because of this restriction set forth in the immediately preceding sentence will not constitute a Default or an Event of Default under this Indenture. If the Convertible Notes would be convertible but are not convertible because of the restrictions set forth in the immediately preceding paragraph and a holder tenders its Convertible Notes for conversion, the Company must deliver will use reasonable efforts to permit such conversions, which may include, without limitation, seeking to obtain the consent of the lenders under the Credit Agreement, attempting to refinance the debt under the Credit Agreement and the issuance and sale of additional equity securities. If, despite the Company’s reasonable efforts, conversions continue to be prohibited, the Company will promptly inform such converting holder and return such holder’s Convertible Notes and any related notice of conversion will be deemed to be revoked to the extent of such issuance returned Convertible Notes. The Company will not make any dividend or distribution of the type referred to in Sections 12.01(a)(3) or 12.01(a)(4) or deliver a Conversion Termination notice to the holders pursuant to Section 12.13 to the extent that a holder would be unable to convert such Convertible Note and receive such dividend or distribution, and if applicable, as a result of the Ex-Dividend Date for such issuance or distributionconversion restrictions set forth in this Section 12.01(a). (b) In the case of a distribution contemplated by clauses (3) and (4) of Section 12.01(a), to the Holders Company shall notify holders at least 50 Scheduled Trading Days 20 days prior to the Exex-Dividend Date dividend date for such issuance or distributiondistribution (the “Distribution Notice”). Once the Company has given such noticethe Distribution Notice, Holders holders may surrender all or any portion of their Securities Convertible Notes for conversion at any time until the earlier of (1) the Close close of Business business on the Business last Trading Day immediately preceding the Exex-Dividend Date for such issuance dividend date or distribution and (2) the Company’s announcement that such issuance or distribution will not take place. In the event of a distribution contemplated by clauses (3) and (4) of Section 12.01(a), even holders may not convert the Convertible Notes if the Securities are not holders will otherwise convertible at participate in such time; provided, however, that Holders shall not have the right to convert distribution without converting their Securities pursuant to this subsection (b)(iii) if the Convertible Notes. The Company provides that Holders shall participate, at the same time and upon the same terms, as holders of the Common Stock in any of the transactions described above without having to convert their Securities as if they held a number of shares of the Common Stock equal will provide written notice to the Conversion Rate in effect immediately Agent as soon as reasonably practicable of any anticipated or actual event or transaction that will cause or causes the Convertible Notes to become convertible pursuant to clauses (3) or (4) of Section 12.01(a). (c) In the case of a transaction contemplated by clause (5) of section 12.01(a), the Company will notify the holders and Trustee at least 15 Trading Days prior to the Open anticipated Designated Event Date of Business on any Designated Event (or an event that would have been a Designated Event but for the Ex-Dividend Date for such issuance or distribution multiplied by existence of the principal amount (expressed proviso in thousandsthe definition of Change of Control) of Securities held by such Holder on the Ex-Dividend Date for such issuance or distribution. (iv) If (A) a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the Close of Business on the Business Day immediately preceding April 1, 2021, regardless of whether a Holder has the right to require that the Company to repurchase the Securities as described under Article 15, knows or (B) reasonably should know will occur. If the Company is a party to a consolidation, merger, binding share exchange, or transfer or lease of all or substantially all of its assets (other than a merger effected solely to change the Company’s jurisdiction of incorporation that does not otherwise constitute know, and should not reasonably know, that a Fundamental Change or Designated Event will occur until a Make-Whole Fundamental Change), in each case, pursuant to which date that is within 15 Trading Days before the Common Stock would be converted into cash, securities anticipated Designated Event Date or other assetsapplicable event, all the Company will notify the holders and the Trustee promptly after the Company has knowledge of such Designated Event or any portion of a Holder’s Securities such other event. Holders may be surrendered surrender Convertible Notes for conversion at any time from beginning 15 Trading Days before the anticipated Designated Event Date of a Designated Event (or after an event that would have been a Designated Event but for the effective existence of the proviso in the definition of Change of Control) and until the Trading Day prior to the date of the transaction Designated Event Payment Date (or event until 35 Trading Days after such effective date or, if such transaction or event also constitutes a Fundamental Change, until the related Fundamental Change Repurchase Date. The Company will notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) no later than the effective date of such transaction or applicable event. (c) Notwithstanding any other provision of the Securities or this Indenture, no Holder of Securities will be entitled to receive Common Stock following conversion of such Securities to the extent that receipt of such Common Stock would cause such Holder to exceed the ownership limitations contained in the Company’s charter). (d) If (i) For each calendar quarter of the Company, beginning with the calendar quarter beginning at any delivery time after December 31, 2008, the Company will determine, on the first Business Day following the last Trading Day of shares the previous calendar quarter, whether the Convertible Notes are convertible pursuant to clause (1) of Section 12.01(a), and, if so, will notify the Trustee in writing. Upon request of the Conversion Agent, the Company shall provide, or cause to be provided to, the Conversion Agent the Volume Weighted Average Price per share of Common Stock owed to a Holder upon conversion of Securities is not made, in whole or in part, as a result for the 30 consecutive Trading Days ending on the last Trading Day of the limitations described in Section 14.01(c), the Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such shares as promptly as practicable after any such converting Holder gives notice to the Company that such delivery would not result in it exceeding the ownership limitations in the Company’s charterpreceding calendar quarter.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Indenture, each Holder shall have the right, at such Holder’s 's option, at any time following the Issue Date of the Securities hereunder through the close of business on the Final Maturity Date to convert its the Principal Amount of any such Securities, or any portion of its Securities such that the principal amount that remains outstanding of each Security that Principal Amount which is not converted in full equals $1,000 or an integral multiple of $1,000 thereof at the Conversion Price then in excess thereof, into the Settlement Amount determined in accordance with Section 14.03(a) hereof, (x) prior to the Close of Business on the Business Day immediately preceding April 1, 2021, only upon satisfaction of one or more of the conditions described in Section 14.01(b) hereof, and (y) on or after April 1, 2021, at any time prior to the Close of Business on the Business Day immediately preceding the Maturity Date.effect: (i) Prior to the Close of Business on the Business Day immediately preceding April 1, 2021, a Holder may surrender its Securities for conversion at any time during any calendar fiscal quarter commencing after the calendar quarter ending on December 31, 2018 (and only during such calendar quarter) 2003, if the Last Reported Closing Sale Price of the Common Stock exceeds 110% of the Conversion Price for at least 20 Trading Days (whether or not consecutive) during in the period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter is greater than or equal to fiscal quarter, (ii) on any Trading Day occurring after November 15, 2008, if the Closing Sale Price of the Common Stock has exceeded 110% of the then current Conversion Price in effect on each applicable Trading Day.any day on or after November 15, 2008; or (iiiii) Prior subject to the Close of Business on the Business Day immediately preceding April 1Section 15.02(f), 2021, a Holder may surrender all or any portion of its Securities for conversion at any time during the five Business Day period after any immediately following a five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of SecuritiesPrice, as determined following a request by a Holder in accordance with the procedures set forth in this subsection (b)(iiSection 15.01(d), for each day of such five consecutive Trading Day of such Measurement Period period was less than 98% of the product 70 of (1) the Last Reported Closing Sale Price of the Common Stock on such Trading Day and (2) the Conversion Rate in effect on such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection Day (b)(ii) and the definition of “Trading Price” set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company in accordance with the definition of Trading Price, along with the appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of Securities unless the Company has requested such determination; and the Company shall have no obligation to make such request (or, if the Company is the Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price of the Securities) unless a Holder of a Security provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 98% of the product of (1) the Last Reported Sale Price of the Common Stock on such Trading Day and (2) the Conversion Rate in effect on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine (or, if the Company is the Bid Solicitation Agent, the Company shall determine) the Trading Price per $1,000 principal amount of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Securities for a Trading Day is greater than or equal to 98% of the product of (1) the Last Reported Sale Price of the Common Stock on such Trading Day and (2) the Conversion Rate in effect on such Trading Day. Whenever the condition to conversion set forth specified in this subsection (b)(iib) has been met, but was not met on being the immediately preceding Trading Day, the Company will so notify the Holders, the Trustee and the Conversion Agent "98% MARKET CONDITION"); (if other than the Trustee). If, iv) at any time after the condition to conversion set forth in this subsection (b)(ii) has been met, the condition to conversion set forth in this subsection (b)(ii) ceases to be met, the Company will so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) promptly after such condition ceases to be met. The Company will initially act as Bid Solicitation Agent. (iii) If, prior to the Close of Business 5:00 p.m., New York City time, on the Business Day immediately preceding April 1the Redemption Date, 2021if such Security has been called for redemption pursuant to Article 11 hereof; or (v) as provided in Section 15.01(b). (b) In addition, in the event that: (i) (A) the Company elects to: (A) issue to all or substantially all distribute to holders of the Common Stock any rights, options or warrants rights entitling them to purchase, for a period of not more than expiring within 45 calendar days after the announcement date of such issuancedays, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Closing Sale Prices Price of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day Days immediately preceding the date of announcement of such issuance (taking into account any consideration received by the Company as described in Section 14.04(b)); or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase the Company’s securities, which distribution has a per-share value, as reasonably determined by the Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the date of announcement declaration for such distribution, then, in either case, the Company must deliver notice of such issuance or distribution, and of the Ex-Dividend Date for such issuance or distribution, to the Holders at least 50 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, Holders may surrender all or any portion of their Securities for conversion at any time until the earlier of (1) the Close of Business on the Business Day immediately preceding the Ex-Dividend Date for such issuance or distribution and (2) the Company’s announcement that such issuance or distribution will not take place, even if the Securities are not otherwise convertible at such time; provided, however, that Holders shall not have the right to convert their Securities pursuant to this subsection (b)(iii) if the Company provides that Holders shall participate, at the same time and upon the same terms, as holders of the Common Stock in any of the transactions described above without having to convert their Securities as if they held a number of shares of the Common Stock equal to the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such issuance or distribution multiplied by the principal amount (expressed in thousands) of Securities held by such Holder on the Ex-Dividend Date for such issuance or distribution. (iv) If (A) a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the Close of Business on the Business Day immediately preceding April 1, 2021, regardless of whether a Holder has the right to require the Company to repurchase the Securities as described under Article 15, or (B) the Company is a party to a consolidation, merger, binding share exchange, or transfer or lease of all or substantially all of its assets (other than a merger effected solely to change the Company’s jurisdiction of incorporation that does not otherwise constitute a Fundamental Change or a Make-Whole Fundamental Change), in each case, pursuant to which the Common Stock would be converted into cash, securities or other assets, all or any portion of a Holder’s Securities may be surrendered for conversion at any time from or after the effective date of the transaction or event until 35 Trading Days after such effective date or, if such transaction or event also constitutes a Fundamental Change, until the related Fundamental Change Repurchase Date. The Company will notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) no later than the effective date of such transaction or event. (c) Notwithstanding any other provision of the Securities or this Indenture, no Holder of Securities will be entitled to receive Common Stock following conversion of such Securities to the extent that receipt of such Common Stock would cause such Holder to exceed the ownership limitations contained in the Company’s charter. (d) If any delivery of shares of Common Stock owed to a Holder upon conversion of Securities is not made, in whole or in part, as a result of the limitations described in Section 14.01(c), the Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such shares as promptly as practicable after any such converting Holder gives notice to the Company that such delivery would not result in it exceeding the ownership limitations in the Company’s charter.