Common use of Conversion Procedure Clause in Contracts

Conversion Procedure. To convert a Security a Holder must -------------------- satisfy the requirements in paragraph 8 of the Securities. The date on which the Holder satisfies all those requirements is the conversion date (the "Conversion ---------- Date"). Within two Business Days following the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stock, the Company shall deliver to the Holder no later than the seventh Business Day following the Conversion Date a certificate for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 10.03. Except as provided in Section 10.01, if the Company shall have notified the Holder that such Security shall be paid in cash, the Company shall deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraph. The person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, -------- ------- that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, that such conversion shall be at the Conversion Rate in effect -------- ------- on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facility. No payment or adjustment will be made for dividends on any Common Stock except as provided in this Article X. On conversion of a Security, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 12.01) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 12.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) to the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock in exchange for the Security being converted pursuant to the terms hereof, and the fair market value of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be computed based on the total Principal Amount of the Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in Principal Amount to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. To convert a Security Note, a Holder must -------------------- satisfy the requirements in paragraph 8 10 of the SecuritiesNotes. The date on which the Holder satisfies all of those requirements is the conversion date (the "Conversion ---------- Date"). Within two Business Days following As promptly as practicable on or after the Conversion Date, the Company ---- shall issue and deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stock, the Company shall deliver to the Holder no later than the seventh Business Day following the Conversion Date Trustee a certificate or certificates for the number of full whole shares of Common Stock issuable upon the conversion and cash in lieu of a check or other payment for any fractional share in an amount determined pursuant to Section 10.035.3. Except as provided in Section 10.01, if Such certificate or certificates will be sent by the Company shall have notified the Holder that such Security shall be paid in cash, the Company shall deliver Trustee to the Holder surrendering such Security the amount of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01, the Company may not change its election with respect Agent for delivery to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraphHolder. The person Person in whose name the certificate is registered shall be treated as a become the stockholder of record on and after the Conversion DateDate and, as of such date, such Person's rights as a Holder with respect to the converted Note shall cease; provided, however, -------- ------- that that, except as otherwise provided in this Section 5.2, no surrender of a Security Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons Person entitled to receive the shares of Common Stock upon such conversion as the stockholder of record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons Person entitled to receive such shares of Common Stock as the stockholder of record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided provided, further, however, that such conversion shall be at the Conversion Rate Price in effect -------- ------- on the date that such Security Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facility. No payment or adjustment will be made for accrued and unpaid interest on a converted Note or for dividends on any Common Stock except as provided in this Article X. On conversion of a Securityor distributions on, that portion of accrued Original Issue Discount (or interestattributable to, if the Company has exercised its option provided for in Section 12.01) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 12.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) to the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock in exchange for the Security being converted pursuant to the terms hereof, and the fair market value of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (issued upon conversion of a Note, except that, if any Holder surrenders a Note for conversion after the close of business on any Regular Record Date for the payment of an installment of interest and any prior to the opening of business on the next succeeding Interest Payment Date, then, notwithstanding such cash payment) conversion, accrued and unpaid interest payable on such Note on such Interest Payment Date shall be treated as issued in exchange paid on such Interest Payment Date to the Person who was the Holder of such Note (or one or more predecessor Notes) at the close of business on such Regular Record Date. In the case of any Note surrendered for conversion after the close of business on a Regular Record Date for the Issue Price payment of the Security being converted pursuant an installment of interest and prior to the provisions hereofopening of business on the next succeeding Interest Payment Date, then, unless such Note has been called for redemption on a redemption date or is to be repurchased on a Designated Event Payment Date after such Regular Record Date and prior to such Interest Payment Date, such Note, when surrendered for conversion, must be accompanied by payment in an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Note so converted. Holders of Common Stock issued upon conversion will not be entitled to receive any dividends payable to holders of Common Stock as of any record time before the close of business on the Conversion Date. If the a Holder converts more than one Security Note at the same time, the number of whole shares of Common Stock issuable upon the conversion shall be computed based on the total Principal Amount principal amount of the Securities Notes converted. Upon surrender of a Security Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to for the Holder, Holder a new Security in an authorized denomination Note equal in Principal Amount principal amount to the unconverted portion of the Security Note surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. To convert a Security Note, a Holder must -------------------- satisfy (a) complete and manually sign the requirements in paragraph 8 conversion notice on the back of the SecuritiesNote and deliver such notice to the Conversion Agent; (b) surrender the Note to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, and (d) pay any transfer or similar tax, if required pursuant to Section 4.04 hereof. The date on which the Holder satisfies all of those requirements is the conversion date (the "Conversion ---------- Date"). Within two Business Days following ." As soon as practicable after the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stock, the Company shall deliver to the Holder no later than the seventh Business Day following through the Conversion Date Agent a certificate for the number of full whole shares of Class A Common Stock issuable upon the conversion conversion, payment for accrued interest on such Note to the extent required by this Section 4.02 and cash in lieu of any fractional share determined shares pursuant to Section 10.034.03. Except The Company may, at any time and as provided in Section 10.01a condition to delivering such shares of Class A Common Stock, if require any Holder to deliver a representation and warranty made to the Company shall have notified and an officer's certificate certifying as to whether or not such Holder is a Regulated Person as of the Conversion Date and certifying the number of issued and outstanding shares of Common Stock "Beneficially Owned" (as defined in Rule 13d-3 under the Exchange Act) by such Holder that such Security shall be paid in cash, as of the Company shall deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01, the The Company may not change its election with respect also rely upon the stock ledger and corporate records of the Company. The Trustee shall have no obligation to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraphmake any such determination. The person in whose name the certificate is registered shall be treated as deemed to be a stockholder shareholder of record on and after the Conversion Date; provided, however, -------- ------- that no surrender of a Security Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Class A Common Stock upon such conversion as the record holder or holders of such shares of Class A Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Class A Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided provided, further, that such conversion shall be at the Conversion Rate Price in effect -------- ------- on the date that such Security shall have been surrendered for conversion, Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityNote, such person shall no longer be a Holder of such SecurityNote. Holders may surrender If any Holder surrenders a Security Note for conversion by means after the close of book entry delivery in accordance with paragraph 8 business on the record date for the payment of an installment of interest and before the Securities and close of business on the regulations of the applicable book entry facility. No related interest payment or adjustment will be made for dividends on any Common Stock except as provided in this Article X. On conversion of a Securitydate, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 12.01) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 12.01, the later of (x) the date of such exercise and (y) the date on which shall pay accrued interest was last paid) to through the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock in exchange for the Security being converted pursuant to the terms hereof, and the fair market value of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balance, if any, of Note on such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereofrecord date. If the a Holder converts more than one Security Note at the same time, the number of shares of Class A Common Stock issuable upon the conversion shall be computed based on the total Principal Amount aggregate principal amount of the Securities Notes converted. Upon surrender of a Security Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination Note equal in Principal Amount principal amount to the unconverted portion of the Security Note surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. To convert a Security a Holder must -------------------- satisfy the requirements set forth in paragraph 8 of the Securities. The date on which the Holder satisfies all those requirements is the conversion date (the "Conversion ---------- Date"). Within two Business Days following As soon as practicable after the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stock, the Company shall deliver to the Holder no later than the seventh Business Day following the Conversion Date a certificate for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 10.0311.03. Except as provided in Section 10.01Prior to the Conversion Date, if the Company a Holder of a Security shall have notified the Holder that such Security shall be paid in cash, the Company shall deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except no rights as provided in Section 10.01, the Company may not change its election a shareholder with respect to the consideration to be delivered upon conversion shares of a Common Stock into which such Security once the Company has notified the Holder in accordance with this paragraphis convertible. The person Person in whose name the certificate is registered shall be treated as a stockholder shareholder of record on and after the Conversion Date; provided, however, -------- ------- that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons <PAGE> 61 entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, that such conversion shall be at the Conversion Rate in effect -------- ------- on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person Person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facilitysuch Security shall be cancelled and no longer outstanding. No payment or adjustment will be made for accrued Original Issue Discount, unpaid interest, liquidated damages, dividends on on, or other distributions with respect to, any converted Security or Common Stock except as provided in this Article X. 11. On conversion of a Security, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Securities have been converted into semi-annual cash pay notes pursuant to Section 12.0110.01) attributable to the period from the Issue Date (or, if the Company has Issuers have exercised the option provided for in Section 12.0110.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) to of the Security through the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the terms provisions hereof, ; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares of Common Stockshares) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount (or interest, if the Securities have been converted into semi-annual cash pay notes pursuant to Section 10.01) accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be computed based on the total Principal Amount at Maturity of the Securities converted. If the last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of a Security that is converted in part, the Company Issuers shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in Principal Amount at Maturity to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. To convert a Security a Holder must -------------------- satisfy the requirements in paragraph 8 9 of the Securities. The date on which the Holder satisfies all those requirements is the conversion date (the "Conversion ---------- Date"). Within two Business Days following As soon as practicable after the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stock, the Company shall deliver to the Holder no later than the seventh Business Day following the Conversion Date a certificate for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 10.03. Except as provided in Section 10.01, if the Company shall have notified the Holder that such Security shall be paid in cash, the Company shall deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraph11.03. The person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, -------- ------- that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, that such conversion shall be at the Conversion Rate in effect -------- ------- on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facility. No payment or adjustment will be made for dividends on on, or other distributions with respect to, any Common Stock except as provided in this Article X. 11. On conversion of a Security, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 12.0110.01) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 12.0110.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) to of the Security through but not including the Conversion Date and (except as provided below) accrued contingent interest with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the terms provisions hereof, ; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares of Common Stockshares) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 10.01) accrued through the Conversion DateDate and accrued contingent interest, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be computed based on the total Principal Amount at Maturity of the Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in Principal Amount to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. To convert a Security Note, a Holder must -------------------- satisfy the requirements in paragraph 8 Section 12 of the SecuritiesNotes. The date on which the Holder satisfies all of those requirements is the conversion date (the "Conversion ---------- DateCONVERSION DATE"). Within two Business Days following As soon as practicable after the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stock, the Company shall deliver to the Holder no later than the seventh Business Day following through the Conversion Date Agent a certificate for the number of full whole shares of Common Stock issuable upon the conversion and cash in lieu of a check for any fractional share determined pursuant to Section 10.03. Except as provided in Section 10.01, if the Company shall have notified the Holder that such Security shall be paid in cash, the Company shall deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraph5.03 hereof. The person Person in whose name the certificate is registered shall be treated as a become the stockholder of record on and after the Conversion DateDate and, as of such date, such Person's rights as a Holder of Notes hereunder shall cease (such Person's rights as a Holder of Transfer Restricted Securities, if any, under the Registration Rights Agreement, however, shall continue so long as such Person holds such Transfer Restricted Securities); provided, however, -------- ------- that no surrender of a Security Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons Person entitled to receive the shares of Common Stock upon such conversion as the stockholder of record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons Person entitled to receive such shares of Common Stock as the stockholder of record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, however, that such conversion shall be at the Conversion Rate Price in effect -------- ------- on the date that such Security Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityIf any Notes are converted during the period after any record date but before the next interest payment date, interest on such person shall no longer Notes will be a paid on the next interest payment date, notwithstanding such conversion, to the Holder on the record date of such SecurityNotes. Holders may surrender a Security However, any Notes that are delivered to the Company for conversion after any record date but before the next interest payment date must, except as described in the next sentence, be accompanied by means a payment equal to the interest payable (but excluding Special Interest, if any) on such interest payment date on the principal amount of book entry delivery in accordance with paragraph 8 Notes being converted. Payment of such an amount to the Securities Company will not be required if, during that period between a record date and the regulations of next interest payment date, the applicable book entry facility. No payment Notes are delivered for conversion on or adjustment will be made for dividends on any Common Stock except as provided in this Article X. On conversion of a Security, after the date that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 12.01) attributable issued a notice of redemption notice and prior to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 12.01, the later of (x) the date of such exercise and (y) redemption. If any Notes are converted after an interest payment date but on or before the date on which next record date, no interest was last paid) to the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to will be paid in full to the Holder thereof through delivery of the Common Stock in exchange for the Security being converted pursuant to the terms hereof, and the fair market value of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereofon those convertible notes. If the a Holder converts more than one Security Note at the same time, the number of whole shares of Common Stock issuable upon the conversion shall be computed based on the total Principal Amount principal amount of the Securities Notes converted. Upon surrender of a Security Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to for the Holder, Holder a new Security in an authorized denomination Note equal in Principal Amount principal amount to the unconverted portion of the Security Note surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. To convert a Security Security, a Holder must -------------------- satisfy (i) complete and manually sign the requirements in paragraph 8 conversion notice on the back of the SecuritiesSecurity and deliver such notice to the Conversion Agent, (ii) surrender the Security to the Conversion Agent, (iii) furnish appropriate endorsements and transfer documents to the Registrar or the Conversion Agent, (iv) pay any transfer or other tax, if required by Section 4.4 and (v) if the Security is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary's book-entry conversion programs. The date on which the Holder satisfies all those of the foregoing requirements is the conversion date (date. As soon as practicable after the "Conversion ---------- Date"). Within two Business Days following the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stockconversion date, the Company shall deliver to the Holder no later than the seventh Business Day following through the Conversion Date Agent a certificate for the number of full whole shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined shares pursuant to Section 10.03. Except as provided in Section 10.01, if the Company shall have notified the Holder that such Security shall be paid in cash, the Company shall deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraph4.5. The person in whose name the certificate is registered shall be treated as deemed to be a stockholder of record on and after the Conversion Dateconversion date; providedPROVIDED, howeverHOWEVER, -------- ------- that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided furtherPROVIDED, FURTHER, that such conversion shall be at the Conversion Rate Price in effect -------- ------- on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facility. No payment or adjustment will be made for accrued interest on a converted Security or for dividends or distributions on any shares of Common Stock except as provided in this Article X. On issued upon conversion of a Security, that portion but if any Holder surrenders a Security for conversion between the record date for the payment of accrued Original Issue Discount (or interestan installment of interest and the next interest payment date, if then, notwithstanding such conversion, the Company has exercised its option provided for in Section 12.01) attributable interest payable on such interest payment date shall be paid to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 12.01, the later of (x) the date Holder of such exercise and (y) the date Security on which interest was last paid) such record date. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of a check or draft payable to the Conversion Date with respect Agent in an amount equal to the converted interest payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be cancelledconverted; PROVIDED, extinguished HOWEVER, that no such check or forfeited, but rather draft shall be deemed to be paid in full to required if such Security has been called for redemption on a redemption date within the Holder thereof through delivery of period between and including such record date and such interest payment date, or if such Security is surrendered for conversion on the Common Stock in exchange for the Security being converted pursuant to the terms hereof, and the fair market value of such Common Stock (together with any cash interest payment in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereofdate. If the Company defaults in the payment of interest payable on the interest payment date, the Conversion Agent shall repay such funds to the Holder. If a Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be computed based on the total Principal Amount aggregate principal amount of the Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in Principal Amount principal amount to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. To convert a Security a Holder must -------------------- satisfy the requirements in paragraph 8 9 of the Securities. The date on which the Holder of Securities satisfies all those requirements is the conversion date (the "Conversion ---------- DateCONVERSION DATE"). Within two Business Days following the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cashCash. If the Company shall have notified the Holder that such Security shall be converted into shares of Common Stock, the Company shall deliver to the Holder no later than the seventh Business Day following the Conversion Date a certificate for the number of full shares of Common Stock issuable upon the conversion and cash Cash in lieu of any fractional share determined pursuant to Section 10.0311.03 hereof. Except as provided in Section 10.0111.01 hereof, if the Company shall have notified the Holder that such Security shall be paid in cashCash, the Company shall deliver to the Holder surrendering such Security the amount of cash Cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.0111.01 hereof, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraph. The person Person in whose name the certificate is registered shall be treated as a the stockholder of record on and after the Conversion Date; providedPROVIDED, howeverHOWEVER, -------- ------- that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, that such conversion shall be at the Conversion Rate in effect -------- ------- on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person Person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 No payment on the Securities or adjustment of the Securities and the regulations of the applicable book entry facility. No payment or adjustment Conversion Rate will be made for dividends on or other distributions with respect to any Common Stock except as provided in this Article X. 11. On conversion of a Security, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its the option provided for in Section 12.0112.01 hereof) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 12.0112.01 hereof, the later of (x) the date of such exercise and (y) the date on which interest was last paid) to the Conversion Date with respect to the converted Security shall not be cancelledcanceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock in exchange for the Security being converted pursuant to the terms hereof, and the fair market value of such Common Stock (together with any cash payment the Cash payment, if any, in lieu of fractional shares of Common Stockshares) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. If the a Holder converts more than one Security at the same time, the number of shares of Common Stock issuable or Cash paid upon the conversion shall be computed based on the total Principal Amount of the Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in Principal Amount to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the a Conversion Agent is located, the Security may be surrendered to such that Conversion Agent on the next succeeding day that it is not a Legal Holiday.

Conversion Procedure. To convert a Security Convertible Note, a Holder must -------------------- satisfy (a) complete and manually sign a conversion notice in substantially the requirements form included in paragraph 8 the form of Convertible Notes set forth in Exhibit A hereto and deliver such notice to the SecuritiesConversion Agent at its own expense, (b) surrender the Convertible Note to the Conversion Agent duly endorsed or assigned to the Company or in blank, (c) furnish appropriate endorsements and transfer documents (if any) required by the Registrar or the Conversion Agent, and (d) pay any required transfer or similar tax and make any other required payment. The date on which the Holder satisfies all of those requirements is the “Conversion Date.” Immediately following deposit of a Convertible Note and conversion notice and payment by the converting Holder of any required amount in accordance with Section 13.2, the Conversion Agent shall (i) verify that the conversion notice has been duly completed in accordance with its terms and purports to have been signed by or on behalf of the Holder of such Convertible Note named therein and (ii) set out in the conversion notice (A) the deposit date and the Conversion Date in respect of the deposited Convertible Note, (B) the Conversion Price on Conversion Date and (C) the number of Ordinary Shares or ADSs issuable upon conversion of such deposited Convertible Note. The Conversion Agent shall reject such deposited Convertible Note if the conversion notice in respect of which has not been duly completed in accordance with its terms or does not purport to have been signed by or on behalf of the Holder of such Convertible Note named therein. The Conversion Agent shall send by facsimile to the Company a copy of the conversion notice as soon as practicable, but in any event no later than two Business Days, following such verification, and shall send by post, to the Company the original conversion notice as soon as practicable following any such request by the Company in writing. On deposit of a Convertible Note and a conversion notice (and payment by a converting Holder of any required amount) in accordance with Section 13.3, the Convertible Note and the Conversion Notice so deposited and any relevant amounts shall be deemed to be held by the Conversion Agent as the agent of the Company. No Holder will be entitled to receive physical share certificates in respect of the Ordinary Shares arising from the conversion of the Convertible Notes. Delivery of the Ordinary Shares shall be made by crediting such Ordinary Shares to a Holder’s securities account or the securities account of a Holder’s depository agent with CDP. The Company shall allot and issue the Ordinary Shares arising from the conversion of the Convertible Notes in accordance with instructions as set out in the conversion notice and shall deliver to CDP the share certificate(s) relating to such Ordinary Shares in the name of CDP for the credit of the Holder’s securities account or the securities account of Holder’s depository agent securities account as specified in the Conversion Notice as soon as practicable, and in any event not later than 14 days, after the Conversion Date (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations). The Company will register the Person or Persons designated for the purpose in the Conversion Notice as holder(s) of the relevant number of Ordinary Shares in its share register. The Person or Persons specified for that purpose will become the holder of record of the number of Ordinary Shares issuable upon conversion with effect from the date he is or they are registered as such in the Company’s share register (the "Conversion ---------- “Registration Date"”). Within two Business Days following The Ordinary Shares issued upon conversion of the Convertible Notes will in all respects be fully paid and nonassessable and rank equally with all the Ordinary Shares in issue on the relevant Registration Date. A holder of Ordinary Shares issued on conversion of Convertible Notes shall not be entitled to any rights of a shareholder the record date for which precedes the relevant Registration Date. If the record date for the payment of any dividend or other distribution in respect of the Ordinary Shares is on or after the Conversion Date in respect of any Convertible Notes converted, but before the Registration Date, the Company ---- shall deliver pay to the Holder, through converting Holder an amount equal to any such dividend or other distribution to which he would have been entitled had he on that record date been such a shareholder of record of such number of Ordinary Shares issued upon conversion (disregarding any retroactive adjustment of the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stock, the Company shall deliver Price pursuant to the Holder no fourth paragraph of Section 13.5), and will make such payment at the same time as it makes payment of the dividend or other distribution, or as soon as practicable thereafter, but, in any event, not later than the seventh Business Day following the Conversion Date a certificate for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 10.03. Except as provided in Section 10.01, if the Company shall have notified the Holder that such Security shall be paid in cash, the Company shall deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraph. The person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, -------- ------- that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, that such conversion shall be at the Conversion Rate in effect -------- ------- on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facilityseven days thereafter. No payment or adjustment will be made for accrued and unpaid interest on dividends on the Ordinary Shares on a Convertible Note delivered for conversion. The delivery to a Holder of the fixed number of Ordinary Shares or ADSs into which the Convertible Note is convertible will be deemed to satisfy the Company’s obligation to pay the principal amount and any Common Stock except as provided in this Article X. On conversion of a Security, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 12.01) and unpaid premium and interest attributable to the period from the Issue Interest Payment Date (or, if immediately preceding the Company has exercised the option provided for in Section 12.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) Conversion Date to the Conversion Date. If any Holder surrenders a Convertible Note for conversion after the close of business on the Regular Record Date with respect relating to the converted Security Interest Payment Date but before the opening of business on the related Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date shall be paid to the Holder of such Convertible Note on such Regular Record Date. In such event, unless such Convertible Note has been called for redemption on a Redemption Date prior to such Interest Payment Date, such Convertible Note, when surrendered for conversion, must be accompanied by delivery of a check or draft payable to a Person designated by the Company in an amount equal to the interest payable on such Interest Payment Date on the portion so converted. If such payment does not accompany such Convertible Note, the Convertible Note shall not be cancelledconverted. If the Company defaults in the payment of interest payable on the Interest Payment Date, extinguished or forfeited, but rather such funds shall be deemed to be paid in full repaid to the Holder thereof through delivery Holder. Fractions of Ordinary Shares will not be issued on conversion and will not be deposited with the Common Stock Depository, and no cash adjustments will be made in exchange respect of any such fraction of Ordinary Shares. Under the ADS Deposit Agreement, the Depository will not issue fractions of ADSs. To the extent the Depository does not accept a certain number of Ordinary Shares for the Security being converted deposit pursuant to the terms hereofADS Deposit Agreement, the Conversion Agent will sell the Ordinary Shares representing such fractional ADSs and will distribute the fair market value net proceeds of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issued, the sale to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereofHolder. If the a Holder converts more than one Security Convertible Note at the same time, the number of shares of Common Stock Ordinary Shares or ADSs issuable upon the conversion shall be computed based on the total Principal Amount aggregate principal amount of the Securities Convertible Notes converted. Upon surrender of a Security Convertible Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination Convertible Note equal in Principal Amount principal amount to the unconverted portion of the Security Convertible Note surrendered. If A conversion notice once given will be irrevocable and may not be withdrawn without the last day on which a Security may be converted is a Legal Holiday in a place where prior written consent of the Company. The Company or the Conversion Agent is located, on its behalf may reject any incomplete or incorrect conversion notice. All costs and expenses incurred by an incomplete or incorrect conversion notice will be for the Security may be surrendered to such Conversion Agent on account of the next succeeding day that is not a Legal Holidayrelevant Holder.

Conversion Procedure. To convert a Security a Holder must -------------------- satisfy the requirements in paragraph 8 9 of the Securities. The date on which the Holder satisfies all those requirements is the conversion date (the "“Conversion ---------- Date"”). Within two Business Days following As soon as practicable after the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stock, the Company shall deliver to the Holder no later than the seventh Business Day following the Conversion Date a certificate for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 10.03. Except as provided in Section 10.01, if the Company shall have notified the Holder that such Security shall be paid in cash, the Company shall deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraph11.03. The person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, -------- ------- that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, that such conversion shall be at the Conversion Rate in effect -------- ------- on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facility. No payment or adjustment will be made for dividends on on, or other distributions with respect to, any Common Stock except as provided in this Article X. 11. On conversion of a Security, the greater of that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 12.0110.01) or Tax Original Issue Discount attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 12.0110.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) to of the Security through but not including the Conversion Date and (except as provided below) accrued contingent interest, if any, with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the terms provisions hereof, ; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares of Common Stockshares) shall be treated as issued, to the extent thereof, first in exchange for the greater of Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 10.01) or Tax Original Issue Discount accrued through the Conversion DateDate and accrued contingent interest, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be computed based on the total Principal Amount at Maturity of the Securities converted. If the last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in Principal Amount at Maturity to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. To convert a Security a Holder must -------------------- satisfy the requirements in paragraph 8 of the Securities. The date on which the Holder satisfies all those requirements is the conversion date (the "Conversion ---------- Date"). Within two Business Days following As soon as practicable after the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stock, the Company shall deliver to the Holder no later than the seventh Business Day following the Conversion Date a certificate for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 10.03. Except as provided in Section 10.01, if the Company shall have notified the Holder that such Security shall be paid in cash, the Company shall deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraph11.03. The person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, -------- ------- that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as an the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, that such conversion shall be at the Conversion Rate in effect -------- ------- on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facility. No payment or adjustment will be made for dividends on on, or other distributions with respect to, any Common Stock except as provided in this Article X. 11. On conversion of a Security, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 12.0110.01) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 12.0110.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) to of the Security through the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the terms provisions hereof, ; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares of Common Stockshares) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 10.01) accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such much cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be computed based on the total Principal Amount at Maturity of the Securities converted. If the last day an which a Security may be converted is a Legal Holiday, the Security may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in Principal Amount at Maturity to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. To convert a Security Security, a Holder must -------------------- satisfy the requirements in paragraph 8 9 of the Securities. The date on which the Holder satisfies all those requirements is the conversion date (the "Conversion ---------- Date"). Within two Business Days following Following the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stock, the Company shall deliver to the Holder no later than the seventh Business Day following through the Conversion Date Agent, in accordance with Section 10.21, a certificate for the number of full shares of Common Stock Ordinary Shares issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 10.03. Except as provided in Section 10.01, if the The Company shall have notified determine such full number of shares and the Holder that such Security shall be paid in cash, amounts of the Company shall deliver to the Holder surrendering such Security the amount of required cash payable with respect to any fractional share, and shall set forth such Security on the fifth Business Day following such Conversion Date. Except as provided information in Section 10.01, the Company may not change its election with respect an Officers' Certificate delivered to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraphConversion Agent. The person Conversion Agent shall have no duties under this paragraph unless and until it has received such certificate. The Person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, -------- ------- that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Common Stock Ordinary Shares upon such conversion as the record holder or holders of such shares of Common Stock Ordinary Shares on such date, but such surrender shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock Ordinary Shares as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, that such conversion shall be at the Conversion Rate in effect -------- ------- on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person Person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book book-entry delivery in accordance with paragraph 8 9 of the Securities Security and the regulations of the applicable book book-entry facility. No payment or adjustment will be made for dividends on on, or other distributions with respect to, any Common Stock Ordinary Shares except as provided in this Article X. 10. On conversion of a Security, that portion of any accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 12.01) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 12.01, the later of (x) the date of such exercise and (y) the date on which unpaid interest was last paid) to the Conversion Date Date, with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock Ordinary Shares (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the terms provisions hereof, ; and the fair market value of such Common Stock Ordinary Shares (together with any such cash payment in lieu of fractional shares of Common Stockshares) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount accrued and unpaid interest through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock Ordinary Shares (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued interest will be payable upon conversion of Securities made concurrently with or after acceleration of Securities following an Event of Default. If the Holder converts more than one Security at the same time, the number of shares of Common Stock Ordinary Shares issuable upon the conversion shall be computed based on the total Principal Amount of the Securities converted. A Security surrendered for conversion based on (a) the Ordinary Share price may be surrendered for conversion until the close of business on March 15, 2024 (unless the Securities are not paid at the Stated Maturity, in which case the Securities will remain convertible until such Securities are paid), (b) the Security being called for redemption may be surrendered for conversion at any time prior to the close of business on the second Business Day immediately preceding the Redemption Date, even if it is not otherwise convertible at such time, and (c) the occurrence of certain corporate transactions more fully described in paragraph 9 of the Security may be surrendered for conversion at any time from and after the date which is 15 days prior to the anticipated effective date of such transaction until 15 days after the actual date of such transaction, and if such day is not a Business Day, the next occurring Business Day following such day. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in Principal Amount to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. To convert a Security Security, a Holder must -------------------- satisfy (a) complete and manually sign the requirements in paragraph 8 conversion notice on the back of the SecuritiesSecurity and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the conversion date (the "Conversion ---------- Date"). Within two Business Days following ." As soon as practicable after the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stock, the Company shall deliver to the Holder no later than the seventh Business Day following the through a Conversion Date Agent a certificate for the number of full whole shares of Common Stock issuable upon the conversion conversion, payment for accrued interest on such Security to the extent required by this Section 4.2 and ,if applicable, cash in lieu of any fractional share determined shares pursuant to Section 10.034.3. Except as provided in Section 10.01, if the Company shall have notified the Holder that such Security shall be paid in cash, the Company shall deliver Anything herein to the Holder surrendering such Security contrary notwithstanding, in the amount case of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01Global Securities, the Company conversion notices may not change its election with respect to the consideration to be delivered upon and such Securities may be surrendered for conversion of a Security once the Company has notified the Holder in accordance with this paragraphthe Applicable Procedures as in effect from time to time. The person in whose name the Common Stock certificate is registered shall be treated as deemed to be a stockholder of record on and after the Conversion Date; provided, however, -------- ------- that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided provided, further, that such conversion shall be at the Conversion Rate Price in effect -------- ------- on the date that such Security shall have been surrendered for conversion, Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facility. No payment or adjustment will be made for dividends or distributions on any shares of Common Stock except as provided in this Article X. On issued upon conversion of a Security, that portion of accrued Original Issue Discount . Securities so surrendered for conversion (in whole or interest, if the Company has exercised its option provided for in Section 12.01part) attributable to during the period from the Issue close of business on any regular record date to the opening of business on the next succeeding interest payment date (excluding Securities or portions thereof called for redemption or presented for purchase upon a Change in Control on a Redemption Date (oror Change in Control Purchase Date, as the case may be, during the period beginning at the close of business on a regular record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company has exercised of an amount equal to the option provided for in Section 12.01, interest payable on such interest payment date on the later of (x) the date principal amount of such exercise Security then being converted, and (y) the date on which such interest was last paid) to the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed payable to be paid in full to such registered Holder notwithstanding the Holder thereof through delivery of the Common Stock in exchange for the Security being converted pursuant to the terms hereof, and the fair market value conversion of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issuedSecurity, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant subject to the provisions hereofof this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be computed based on the total Principal Amount aggregate principal amount of the Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in Principal Amount principal amount to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. To convert a Security a Holder must -------------------- satisfy the requirements in paragraph 8 9 of the Securities. The date on which the Holder satisfies all those requirements is the conversion date (the "Conversion ---------- Date"). Within two Business Days following As soon as practicable after the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stock, the Company shall deliver to the Holder no later than the seventh Business Day following the Conversion Date a certificate for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 10.03. Except as provided in Section 10.01, if the Company shall have notified the Holder that such Security shall be paid in cash, the Company shall deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraph11.03. The person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, -------- ------- that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, that such conversion shall be at the Conversion Rate in effect -------- ------- on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facility. No payment or adjustment will be made for dividends on on, or other distributions with respect to, any Common Stock except as provided in this Article X. 11. On conversion of a Security, the greater of that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 12.0110.01) or Tax Original Issue Discount attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 12.0110.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) to of the Security through but not including the Conversion Date and (except as provided below) accrued contingent interest, if any, with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the terms provisions hereof, ; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares of Common Stockshares) shall be treated as issued, to the extent thereof, first in exchange for the greater of Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 10.01) or Tax Original Issue Discount accrued through the Conversion DateDate and accrued contingent interest, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be computed based on the total Principal Amount at Maturity of the Securities converted. If the last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in Principal Amount at Maturity to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. To convert a Security Note a Holder must -------------------- satisfy the requirements set forth in paragraph 8 of the SecuritiesNotes. The date on which the Holder satisfies all those requirements is the conversion date (the "Conversion ---------- Date"). Within two Business Days following As soon as practicable after the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stock, the Company shall deliver to the Holder no later than the seventh Business Day following the Conversion Date a certificate for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 10.03503 of this Supplemental Indenture. Except as provided in Section 10.01Prior to the Conversion Date, if the Company a Holder of a Note shall have notified the Holder that such Security shall be paid in cash, the Company shall deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except no rights as provided in Section 10.01, the Company may not change its election a shareholder with respect to the consideration to be delivered upon conversion shares of a Security once the Company has notified the Holder in accordance with this paragraphCommon Stock into which such Note is convertible. The person Person in whose name the certificate is registered shall be treated as a stockholder shareholder of record on and after the Conversion Date; provided, however, -------- ------- that no surrender of a Security Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, that such conversion shall be at the Conversion Rate in effect -------- ------- on the date that such Security Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityNote, such person Person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities Note and the regulations of the applicable book entry facilitysuch Note shall be cancelled and no longer outstanding. No payment or adjustment will be made for accrued Original Issue Discount, unpaid interest, liquidated damages, dividends on on, or other distributions with respect to, any converted Note or Common Stock except as provided in this Article X. V. On conversion of a SecurityNote, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Notes have been converted into semi-annual cash pay notes pursuant to Section 12.01401 of this Supplemental Indenture) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 12.01401 of this Supplemental Indenture, the later of (x) the date of such exercise and (y) the date on which interest was last paid) to of the Note through the Conversion Date with respect to the converted Security Note shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security Note being converted pursuant to the terms provisions hereof, ; and the fair market value of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and together with any such cash payment) shall be treated as issued payment in exchange for the Issue Price lieu of the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be computed based on the total Principal Amount of the Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in Principal Amount to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.fractional

Conversion Procedure. To convert a Security Security, a Holder must -------------------- satisfy the requirements in paragraph 8 of the SecuritiesSecurities and (i) complete and manually sign the conversion notice on the back of the Security and deliver such notice to the Conversion Agent, (ii) surrender the Security to the Conversion Agent, (iii) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (iv) pay any transfer or other tax, if required by Section 10.04 and (v) if the Security is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary's book-entry conversion programs. The date on which the Holder satisfies all those of the foregoing requirements is the conversion date (the "Conversion ---------- DateCONVERSION DATE"). Within two Business Days following As soon as practicable after the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stock, the Company shall deliver to the Holder no later than the seventh Business Day following through the Conversion Date Agent either (i) a certificate for or (ii) a book-entry notation of the number of full whole shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined shares pursuant to Section 10.03. Except as provided 10.05; provided, however, that in the event of a Principal Value Conversion referred to below in this Section 10.01, if the Company shall have notified the Holder that such Security shall be paid in cash10.02, the Company shall deliver to the Holder surrendering through the Conversion Agent such Security cash and/or Common Stock as shall be specified in the amount of cash payable with respect Principal Value Conversion Notice pertaining to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraphPrincipal Value Conversion. The person in whose name the certificate is registered shall be treated as deemed to be a stockholder of record on and after the Conversion Date; provided, however, -------- ------- that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided provided, further, that such conversion shall be at the Conversion Rate Price in effect -------- ------- on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facility. No payment or adjustment will be made for accrued interest, if any (including contingent interest, if any), or Liquidated Damages, if any, on a converted Security or for dividends or distributions on any shares of Common Stock except as provided in this Article X. On issued upon conversion of a SecuritySecurity (provided that the shares of Common Stock received upon conversion of Securities shall continue to accrue Liquidated Damages, that portion of as applicable, in accordance with the Registration Rights Agreement and shall be entitled to receive, at the next interest payment date, any accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 12.01) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 12.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) to the Conversion Date unpaid Liquidated Damages with respect to the converted Securities), but if any Holder surrenders a Security for conversion between the record date for the payment of an installment of interest and the next interest payment date, then, notwithstanding such conversion, the interest (including contingent interest, if any) or Liquidated Damages, if any, payable on such interest payment date shall be paid to the Holder of such Security on such record date. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of a check payable to the Conversion Agent in an amount equal to the interest (including contingent interest, if any) or Liquidated Damages, if any, payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be cancelledconverted; provided, extinguished or forfeitedhowever, but rather that no such check shall be deemed to be paid required if such Security has been called for redemption on a redemption date within the period between and including such record date and such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in full to the Holder thereof through delivery payment of the Common Stock in exchange for the Security being converted pursuant to the terms hereofinterest (including contingent interest, and the fair market value of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stockif any) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balanceor Liquidated Damages, if any, of payable on the interest payment date, the Conversion Agent shall repay such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant funds to the provisions hereofHolder. If the a Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be computed based on the total Principal Amount aggregate principal amount of the Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in Principal Amount principal amount to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. To convert a Security Note, a Holder must -------------------- satisfy the requirements in paragraph 8 of 9 in the SecuritiesNotes. The date on which the Holder satisfies all those requirements is the conversion date (the "Conversion ---------- Date"). The Conversion Agent shall notify the Company of the Conversion Date within one Business Day following the Conversion Date. Within two Business Days following the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion AgentTrustee, written notice of whether such Security Note shall be converted into shares of Common Stock or paid in cash, unless the Company shall have previously delivered a notice of redemption pursuant to Section 11.03 hereof. If the Company shall have notified the Holder that all of such Security Notes shall be converted into shares of Common Stock, the Company shall deliver to the Holder through the Conversion Agent, as promptly as practicable but in any event no later than the seventh tenth Business Day following the Conversion Date a certificate for the number of full shares of Common Stock issuable deliverable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 10.0316.03 hereof. Except as provided in the last sentence in the third paragraph of Section 10.0116.01 hereof, if the Company shall have notified the Holder that all or a portion of such Security Note shall be paid in cash, the Company shall deliver to the Holder surrendering such Security Note the amount of cash payable with respect to such Security on Note no later than the fifth tenth Business Day following such Conversion Date, together with a certificate for the number of full shares of Common Stock deliverable upon the conversion (to the extent certificated) and cash in lieu of any fractional share determined pursuant to Section 16.03 hereof. Except as provided in the last sentence in the third paragraph of Section 10.0116.01 hereof, at any time prior to Maturity, the Company may not change at its election with respect option elect by written notice to the consideration to be delivered Trustee and Holders of the Notes that upon conversion of a Security once Note at any time following the date of such notice, the Company has notified shall be required to deliver cash in an amount at least equal to the Holder accreted principal amount of the Notes converted. If the Company makes this election, it will also be required to deliver cash only in accordance connection with this paragraphany Principal Value Conversion (as defined in the Note) pursuant to the second paragraph of paragraph 9 of the Note. The person If shares of Common Stock are delivered as consideration, then the Person in whose name the certificate representing such shares is registered shall be treated as a stockholder of record of the Company on and after the Conversion Date; provided, however, -------- ------- that no surrender of a Security Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, that such conversion shall be at the Conversion Rate in effect -------- ------- on the date that such Security Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityNote, such person Person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facilityNote. No payment or adjustment will be made for dividends on on, or other distributions with respect to, any Common Stock except as provided in this Article X. XVI. On conversion of a SecurityNote, that portion of accrued Original Issue Discount (or cash interest, if the Company has exercised its option provided for in Section 12.01) any, including Contingent Cash Interest, if any, attributable to the period from the Issue Date (or, if of the Company has exercised the option provided for in Section 12.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) to Note through but not including the Conversion Date Date, with respect to the converted Security Note shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (or any cash payment in lieu thereof) (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security Note being converted pursuant to the terms hereof, provisions hereof (except to the extent that Contingent Cash Interest are required to be paid in cash as provided in paragraph 9 of the Notes); and the fair market value Fair Market Value of such shares of Common Stock (or any cash payment in lieu thereof) (together with any such cash payment in lieu of fractional shares of Common Stockshares) shall be treated as issueddelivered, to the extent thereof, first in exchange for the accrued Original Issue Discount and cash interest, if any, including Contingent Cash Interest, if any, accrued through the Conversion Date, and the balance, if any, of such fair market value Fair Market Value of such shares of Common Stock (or any cash payment in lieu thereof) (and any such cash paymentpayment in lieu of fractional shares) shall be treated as issued in exchange for the Issue Price of the Security Note being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued cash interest, if any, including Contingent Cash Interest, if any, will be payable upon conversion of Notes made concurrently with or after acceleration of Notes following an Event of Default. If the Holder converts more than one Security Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be computed based on the total Principal Amount at Maturity of all of the Securities Notes converted. If the last day on which a Note may be converted is not a Business Day, the Note may be surrendered on the next succeeding day that is a Business Day. A Note surrendered for conversion based on (a) the Common Stock price may be surrendered for conversion on a Conversion Date at any time after March 31, 2004 as more fully described in paragraph 9 of the Notes, (b) the Note being called for redemption may be surrendered for conversion at any time prior to the close of business on the second Business Day immediately preceding the Redemption Date, even if it is not otherwise convertible at such time, (c) the Trading Price may be surrendered for conversion any time prior to Maturity during the five Business Day period after any five consecutive Trading Day Period in which the Trading Price is at certain levels more fully described in paragraph 9 of the Notes, and (d) upon the occurrence of certain corporate transactions more fully described in paragraph 9 of the Notes may be surrendered for conversion at any time from and after the date which is 15 days prior to the anticipated effective date of such transaction until 15 days after the actual date of such transaction, and if such day is not a Business Day, the next occurring Business Day following such day; but in each of clauses (a), (b), (c) and (d) above, in no event later than the close of business on January 15, 2034. Upon surrender of a Security Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security Note in an authorized denomination equal in Principal Amount at Maturity to the unconverted portion of the Security Note surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. To convert a Security Series 3 1/2% Note a Holder must -------------------- satisfy the requirements contained in paragraph 8 7 of the SecuritiesSeries 3 1/2% Notes. The date on which the a Holder of Series 3 1/2% Notes satisfies all those requirements is the conversion date (the "Conversion ---------- Date"). Within two Business Days following As soon as practicable after the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stock, the Company shall deliver to the Holder no later than the seventh Business Day following the Conversion Date a certificate for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 10.03. Except as provided in Section 10.01, if the Company shall have notified the Holder that such Security shall be paid in cash, the Company shall deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraph3.03. The person Person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, -------- ------- that no surrender of a Security Series 3 1/2% Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, that such conversion shall be at the Conversion Rate in effect -------- ------- on the date that such Security Series 3 1/2% Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a SecuritySeries 3 1/2% Note, such person Person shall no longer be a Holder of such Security. Holders may surrender Series 3 1/2% Note unless the Company defaults in the delivery of shares of Common Stock in respect of such conversion and such default continues for a Security for conversion by means period of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facility10 days. No payment or adjustment will be made for dividends on or other distribution with respect to any Common Stock except as provided in this Article X. On conversion of a Security, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 12.01) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 12.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) to the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock in exchange for the Security being converted pursuant to the terms hereof, and the fair market value of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereofIII. If the Holder converts more than one Security Series 3 1/2% Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be computed based on the total Principal Amount of the Securities Series 3 1/2% Notes converted. Upon surrender of a Security Series 3 1/2% Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver make available for delivery to the Holder, a new Security Series 3 1/2% Note in an authorized denomination equal in Principal Amount to the unconverted portion of the Security Series 3 1/2% Note surrendered. If the last day on which a Security Series 3 1/2% Note may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security Series 3 1/2% Note may be surrendered to such the Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. To convert a Security Security, a Holder holder must -------------------- satisfy the requirements in paragraph 8 10 of the Securities. The date on which the Holder holder satisfies all of those requirements is the conversion date (the "Conversion ---------- Date"). Within two Business Days following As promptly as practicable on or after the Conversion Date, the Company ---- shall issue and deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stock, the Company shall deliver to the Holder no later than the seventh Business Day following the Conversion Date Trustee a certificate or certificates for the number of full whole shares of Common Stock issuable upon the conversion and cash in lieu of a check or other payment for any fractional share in an amount determined pursuant to Section 10.035.03. Except as provided in Section 10.01, if Such certificate or certificates will be sent by the Company shall have notified the Holder that such Security shall be paid in cash, the Company shall deliver Trustee to the Holder surrendering such Security the amount of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01, the Company may not change its election with respect Agent for delivery to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraphholder. The person Person in whose name the certificate is registered shall be treated as a become the stockholder of record on and after the Conversion DateDate and, as of such date, such Person's rights as a Noteholder with respect to the converted Security shall cease; provided, however, -------- ------- that that, except as otherwise provided in this Section 5.02, no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons Person entitled to receive the shares of Common Stock upon such conversion as the stockholder of record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons Person entitled to receive such shares of Common Stock as the stockholder of record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided provided, further, however, that such conversion shall be at the Conversion Rate Price in effect -------- ------- on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facility. No payment or adjustment will be made for accrued and unpaid interest or Additional Amounts on a converted Security or for dividends on any or distributions on, or Additional Amounts, if any, attributable to, shares of Common Stock except as provided in this Article X. On issued upon conversion of a Security, that portion except that, if any holder surrenders a Security for conversion after the close of business on any record date for the payment of an installment of interest and prior to the opening of business on the next succeeding interest payment date, then, notwithstanding such conversion, accrued Original Issue Discount and unpaid interest and Additional Amounts, if applicable, payable on such Security on such interest payment date shall be paid on such interest payment date to the person who was the holder of such Security (or interest, if one or more predecessor Securities) at the Company has exercised its option provided close of business on such record date. In the case of any Security surrendered for in Section 12.01) attributable conversion after the close of business on a record date for the payment of an installment of interest and prior to the period from opening of business on the Issue next succeeding interest payment date, then, unless such Security has been called for redemption on a redemption date or is to be repurchased on a Designated Event Payment Date (orafter such record date and prior to such interest payment date, if the Company has exercised the option provided such Security, when surrendered for conversion, must be accompanied by payment in Section 12.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) an amount equal to the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock in exchange for the Security being converted pursuant to the terms hereof, interest and the fair market value of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balanceAdditional Amounts, if any, payable on such interest payment date on the principal amount of such fair market value of such shares Security so converted. Holders of Common Stock (and issued upon conversion will not be entitled to receive any such cash payment) shall be treated dividends payable to holders of Common Stock as issued in exchange for of any record time before the Issue Price close of business on the Security being converted pursuant to the provisions hereofConversion Date. If the Holder a holder converts more than one Security at the same time, the number of whole shares of Common Stock issuable upon the conversion shall be computed based on the total Principal Amount principal amount of the Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to for the Holder, holder a new Security in an authorized denomination equal in Principal Amount principal amount to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. To convert a Security Security, a Holder must -------------------- satisfy the requirements in paragraph 8 9 of the Securities. The date on which the Holder satisfies all of those requirements is the conversion date (the "Conversion ---------- Date"). Within two Business Days following As soon as practicable after the Conversion Date, the Company ---- shall deliver Date (subject to the Holder, through expiration of any required waiting period following any required filing pursuant to the Conversion Agent, written notice provisions of whether such Security shall be converted into shares the Xxxx-Xxxxx-Xxxxxx Improvements Act of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stock1976), the Company shall deliver to the Holder no later than the seventh Business Day following the through a Conversion Date Agent a certificate for the number of full whole shares of Common Stock issuable upon the conversion and cash in lieu of a check for any fractional share determined pursuant to Section 10.03. Except as provided in Section 10.01, if the Company shall have notified the Holder that such Security shall be paid in cash, the Company shall deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraph5.03. The person in whose name the certificate is registered shall be treated as a become the stockholder of record on and after the Conversion DateDate and, as of such date, such person's rights as a Holder with respect to the converted Security shall cease; provided, however, -------- ------- that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the stockholder of record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the stockholder of record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, that such conversion shall be at the Conversion Rate Price in effect -------- ------- on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facility. No payment or adjustment will be made for accrued and unpaid interest and Liquidated Damages, if any, on a converted Security or for dividends or distributions on any shares of Common Stock except as provided in this Article X. On issued upon conversion of a Security, that portion but if any Holder surrenders a Security for conversion after the close of accrued Original Issue Discount (or interest, if business on the Company has exercised its option provided for in Section 12.01) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 12.01, the later of (x) the record date of such exercise and (y) the date on which interest was last paid) to the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock in exchange for the Security being converted pursuant to the terms hereof, payment of an installment of interest and the fair market value of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balanceLiquidated Damages, if any, and prior to the opening of business on the next interest and Liquidated Damages, if any, payment date, then, notwithstanding such conversion, the interest and Liquidated Damages, if any, payable on such interest and Liquidated Damages, if any, payment date shall be paid to the Holder of such fair market value of Security on such shares of Common Stock (and any record date. In such cash payment) shall event, unless such Security has been called for redemption on or prior to such interest payment date, such Security, when surrendered for conversion, must be treated as issued accompanied by payment in exchange for the Issue Price of the Security being converted pursuant funds acceptable to the provisions hereofCompany of an amount equal to the interest and Liquidated Damages, if any, payable on such interest and Liquidated Damages, if any, payment date on the portion so converted. If the a Holder converts more than one Security at the same time, the number of whole shares of Common Stock issuable upon the conversion shall be computed based on the total Principal Amount principal amount of the Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to for the Holder, a Holder one or more new Security in an Securities of authorized denomination denominations equal in Principal Amount aggregate principal amount to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. To convert a Security Security, a Holder must -------------------- satisfy (i) complete and manually sign the requirements in paragraph 8 conversion notice on the back of the SecuritiesSecurity and deliver such notice to the Conversion Agent, (ii) surrender the Security to the Conversion Agent, (iii) furnish appropriate endorsements and transfer documents to the Registrar or the Conversion Agent, (iv) pay any transfer or other tax, if required by Section 4.4 and (v) if the Security is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary's book-entry conversion programs. The date on which the Holder satisfies all those of the foregoing requirements is the conversion date (date. As soon as practicable after the "Conversion ---------- Date"). Within two Business Days following the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stockconversion date, the Company shall deliver to the Holder no later than the seventh Business Day following through the Conversion Date Agent a certificate for the number of full whole shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined shares pursuant to Section 10.03. Except as provided in Section 10.01, if the Company shall have notified the Holder that such Security shall be paid in cash, the Company shall deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraph4.5. The person in whose name the certificate is registered shall be treated as deemed to be a stockholder of record on and after the Conversion Dateconversion date; provided, however, -------- ------- that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided provided, further, that such conversion shall be at the Conversion Rate Price in effect -------- ------- on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facility. No payment or adjustment will be made for accrued interest (including Contingent Interest and Liquidated Damages, if any) on converted Security or for dividends or distributions on any shares of Common Stock except as provided in this Article X. On issued upon conversion of a Security, that portion but if any Holder surrenders a Security for conversion between the record date for the payment of accrued Original Issue Discount an installment of interest (or interestincluding Contingent Interest and Liquidated Damages, if any) and the Company has exercised its option provided for in Section 12.01next interest Payment Date, then, notwithstanding such conversion, the interest (including Contingent Interest and Liquidated Damages, if any) attributable payable on such interest Payment Date shall be paid to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 12.01, the later of (x) the date Holder of such exercise and (y) the date Security on which interest was last paid) such record date. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of a check payable to the Conversion Date with respect Agent in an amount equal to the converted interest (including Contingent Interest and Liquidated Damages, if any) payable on such interest Payment Date on the portion so converted. If such payment does not accompany such Security, the Security shall not be cancelledconverted; provided, extinguished or forfeitedhowever, but rather that no such check shall be deemed to be paid required if such Security has been called for redemption on a redemption date within the period between and including such record date and such interest Payment Date. If the Company defaults in full to the Holder thereof through delivery payment of the Common Stock in exchange for the Security being converted pursuant to the terms hereof, interest (including Contingent Interest and the fair market value of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balanceLiquidated Damages, if any) payable on the interest Payment Date, of the Conversion Agent shall repay such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant funds to the provisions hereof. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be computed based on the total Principal Amount of the Securities convertedHolder. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in Principal Amount principal amount to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. To If this Note is converted pursuant to Section 4(a) or 4(b), the Holder shall give written notice to the Company and Parent notifying the Company and Parent of its election to convert a Security a Holder must -------------------- satisfy this Note and specifying the requirements in paragraph 8 aggregate amount of the Securities. The date on which unpaid principal amount of this Note and any accrued but unpaid interest and any other amounts payable under this Note that the Holder satisfies all those requirements is elects to convert. Before the conversion date (the "Conversion ---------- Date"). Within two Business Days following the Conversion DateHolder shall be entitled to convert this Note, the Holder shall surrender this Note at the Company’s principal executive office, or, if this Note has been lost, stolen, destroyed or mutilated, then, in the case of loss, theft or destruction, the Holder shall deliver an indemnity agreement reasonably satisfactory in form and substance to the Company ---- (without the requirement of a bond) or, in the case of mutilation, the Holder shall surrender and cancel this Note. At the request of the Company, Parent shall, as soon as practicable thereafter, issue and deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stock, the Company shall deliver to the Holder no later than the seventh Business Day following the Conversion Date a certificate or certificates for the number of full shares of Common Stock issuable to which the Holder shall be entitled upon the conversion such conversion, and cash in lieu of any fractional share determined pursuant to Section 10.03. Except as provided in Section 10.01, if the Company promptly thereafter shall have notified transfer to such Holder at the address indicated in the Holder’s notice of its election to convert this Note a certificate or certificates for the number of shares to which the Holder that such Security shall be paid entitled upon such conversion (bearing such legends as are required by applicable state and federal securities laws in cash, the Company shall deliver opinion of counsel to the Holder surrendering such Security Company). Such conversion shall be deemed to have been made immediately prior to the amount close of cash payable with respect to such Security business on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01, date of the Company may not change its election with respect to surrender of this Note or the consideration to be delivered upon conversion delivery of a Security once the Company has notified the Holder in accordance with this paragraphan indemnity agreement. The person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, -------- ------- that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive from the shares of Common Stock Company the securities issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock securities on such date. If a portion of the outstanding principal amount of this Note is converted pursuant to Section 4(b), but such surrender a new Note shall promptly be delivered to the Holder for the unconverted balance of the principal amount of this Note and shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, that such conversion shall be at the Conversion Rate in effect -------- ------- on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facility. No payment or adjustment will be made for dividends on any Common Stock except as provided in this Article X. On conversion of a Security, that portion of accrued Original Issue Discount identical (or interest, if the Company has exercised its option provided for in Section 12.01) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 12.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) to the Conversion Date other than with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed principal amount) as to be paid in full to the Holder thereof through delivery all of the Common Stock in exchange for the Security being converted pursuant to the terms hereof, and the fair market value of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be computed based on the total Principal Amount of the Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in Principal Amount to the unconverted portion of the Security Note surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. To convert a Security Note, a Holder must -------------------- satisfy the requirements in paragraph 8 of the SecuritiesNotes. The date on which the Holder satisfies all those requirements is the conversion date (the "Conversion ---------- Date"). The Conversion Agent shall notify the Company of the Conversion Date within one Business Day following the Conversion Date. Within two Business Days following the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion AgentTrustee, written notice of whether such Security Note shall be converted into shares of Common Stock or paid in cash, unless the Company shall have previously delivered a notice of redemption pursuant to Section 3.03 hereof. If the Company shall have notified the Holder that all of such Security Note shall be converted into shares of Common Stock, the Company shall deliver to the Holder through the Conversion Agent, as promptly as practicable but in any event no later than the seventh fifth Business Day following the Conversion Date a certificate for the number of full shares of Common Stock issuable deliverable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 10.0311.03 hereof. Except as provided in the last sentence in the third paragraph of Section 10.0111.01 hereof, if the Company shall have notified the Holder that all or a portion of such Security Note shall be paid in cash, the Company shall deliver to the Holder surrendering such Security Note the amount of cash payable with respect to such Security on Note no later than the fifth tenth Business Day following such Conversion Date, together with a certificate for the number of full shares of Common Stock deliverable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 11.03 hereof. Except as provided in the last sentence in the third paragraph of Section 10.0111.01 hereof, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security Note once the Company has notified the Holder in accordance with this paragraph. The If shares of Common Stock are delivered as consideration, then the person in whose name the certificate is representing such shares are registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, -------- ------- that no surrender of a Security Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, that such conversion shall be at the Conversion Rate in effect -------- ------- on the date that such Security Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityNote, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facilityNote. No payment or adjustment will be made for dividends on on, or other distributions with respect to, any Common Stock except as provided in this Article X. 11. On conversion of a SecurityNote, that portion of accrued Original Issue Discount (or Discount, cash interest, if the Company has exercised its option provided for in Section 12.01) any, Contingent Cash Interest, if any, attributable to the period from the Issue Date (or, if of the Company has exercised the option provided for in Section 12.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) to Note through but not including the Conversion Date Date, with respect to the converted Security Note shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security Note being converted pursuant to the terms hereofprovisions hereof (except to the extent that semiannual and Contingent Cash Interest are paid in cash as provided in the Notes); and such cash, and if any, and/or the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares of Common Stockshares) shall be treated as issueddelivered, to the extent thereof, first in exchange for the accrued Original Issue Discount Discount, cash interest, if any, or Contingent Cash Interest, if any, accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash paymentpayment in lieu of fractional shares) shall be treated as issued in exchange for the Issue Price of the Security Note being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued cash interest, as of such date, will be payable upon conversion of Notes made concurrently with or after acceleration of Notes following an Event of Default. If the Holder converts more than one Security Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be computed based on the total Principal Amount at Maturity of the Securities Notes converted. If the last day on which a Note may be converted is a Legal Holiday, the Note may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of a Security Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security Note in an authorized denomination equal in Principal Amount at Maturity to the unconverted portion of the Security Note surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. To convert a Security Security, a Holder holder must -------------------- satisfy the requirements in paragraph 8 11 of the Securities. The date on which the Holder holder satisfies all of those requirements is the conversion date (the "Conversion ---------- Date"). Within two Business Days following In the case of an automatic conversion pursuant to the terms of Section 5.01(b), the Conversion Date shall be the date the Trustee receives the appropriate notice from the Company. As promptly as practicable on or after the Conversion Date, the Company ---- shall issue and deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stock, the Company shall deliver to the Holder no later than the seventh Business Day following the Conversion Date Trustee a certificate or certificates for the number of full whole shares of Common Stock issuable upon the conversion and cash in lieu of a check or other payment for any fractional share in an amount determined pursuant to Section 10.035.03. Except as provided in Section 10.01, if Such certificate or certificates will be sent by the Company shall have notified the Holder that such Security shall be paid in cash, the Company shall deliver Trustee to the Holder surrendering such Security the amount of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01, the Company may not change its election with respect Agent for delivery to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraphholder. The person Person in whose name the certificate is registered shall be treated as a become the stockholder of record on and after the Conversion DateDate and, as of such date, such Person's rights as a Noteholder with respect to the converted Security shall cease; provided, however, -------- ------- that that, except as otherwise provided in this Section 5.02, no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons Person entitled to receive the shares of Common Stock upon such conversion as the stockholder of record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons Person entitled to receive such shares of Common Stock as the stockholder of record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided provided, further, however, that such conversion shall be at the Conversion Rate Price in effect -------- ------- on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon In the case of an automatic conversion pursuant to Section 5.01(b), no holder of a Security shall be entitled to receive a certificate representing shares of Common Stock, and the Conversion Agent shall not deliver any such certificate to the holder of any Security so converted, until (i) the Security, if such person shall no longer be Security is a Holder of Definitive Security is surrendered to the Trustee for cancelation or (ii) the Security, if such Security is a Global Security. Holders may surrender a Security , is surrendered for conversion by means of book entry delivery cancelation in accordance with paragraph 8 the procedures of the Securities and the regulations of the applicable book entry facilityDepositary. No payment or adjustment will be made for accrued and unpaid interest or Liquidated Damages on a converted Security or for dividends on any or distributions on, or Liquidated Damages, if any, attributable to, shares of Common Stock except as provided in this Article X. On issued upon conversion of a Security, that portion except that, if any holder surrenders a Security for conversion after the close of business on any record date for the payment of an installment of interest and prior to the opening of business on the next succeeding interest payment date, then, notwithstanding such conversion, accrued Original Issue Discount and unpaid interest and Liquidated Damages, if applicable, payable on such Security on such interest payment date shall be paid on such interest payment date to the person who was the holder of such Security (or interest, if one or more predecessor Securities) at the Company has exercised its option provided close of business on such record date. In the case of any Security surrendered for in Section 12.01) attributable conversion after the close of business on a record date for the payment of an installment of interest and prior to the period from opening of business on the Issue Date (ornext succeeding interest payment date, if the Company then, unless such Security has exercised the option provided been called for in Section 12.01, the later of (x) the redemption on a redemption date of such exercise and (y) the date on which interest was last paid) to the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed is to be paid in full to the Holder thereof through delivery of the Common Stock in exchange for the Security being repurchased on a Designated Event Payment Date or Special Redemption Date or is converted pursuant to Section 5.02(b) after such record date and prior to such interest payment date, such Security, when surrendered for conversion, must be accompanied by payment in an amount equal to the terms hereofinterest and Liquidated Damages, and if applicable, payable on such interest payment date on the fair market value principal amount of such Security so converted. Holders of Common Stock (together with issued upon conversion will not be entitled to receive any cash payment in lieu of fractional shares dividends payable to holders of Common Stock) shall be treated Stock as issued, to of any record time before the extent thereof, first in exchange for the Original Issue Discount accrued through close of business on the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. If the Holder a holder converts more than one Security at the same time, the number of whole shares of Common Stock issuable upon the conversion shall be computed based on the total Principal Amount principal amount of the Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to for the Holder, holder a new Security in an authorized denomination equal in Principal Amount principal amount to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. To convert a Security a Holder must -------------------- satisfy the requirements in paragraph 8 of the Securities. The date on which the Holder satisfies all those requirements is the conversion date (the "Conversion ---------- Date"). Within two As soon as practicable after the Conversion Date but in any event no later than the seventh Business Days Day following the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stock, the Company shall deliver to the Holder no later than the seventh Business Day following the Conversion Date a certificate for the number of full shares of Class A Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 10.03. Except as provided in Section 10.01, if the Company shall have notified the Holder that such Security shall be paid in cash, the Company shall deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraph11.03. The person in whose name the certificate is registered shall be ----- treated as a stockholder of record on and after the Conversion Date; provided, however, -------- ------- that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Class A Common Stock upon such conversion as the record holder or holders of such shares of Class A Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Class A Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, that such conversion shall be at the Conversion Rate in effect -------- ------- on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facility. No payment or adjustment will be made for dividends on on, or other distributions with respect to, any Class A Common Stock except as provided in this Article X. 11. On conversion of a Security, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 12.0110.01) or (except as provided below) accrued cash interest ----- attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 12.0110.01, the later of (x) the date of such ----- exercise and (y) the date on which interest was last paid) to of the Security or the date on which interest was last paid through the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Class A Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the terms provisions hereof, ; and the fair market value of such shares of Class A Common Stock (together with any such cash payment in lieu of fractional shares of Common Stockshares) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 10.01) and cash interest accrued through the Conversion ----- Date, and the balance, if any, of such fair market value of such shares of Class A Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued but unpaid cash interest will be payable upon conversion of Securities made concurrently with or after acceleration of Securities following an Event of Default. If the Holder converts more than one Security at the same time, the number of shares of Class A Common Stock issuable upon the conversion shall be computed based on the total Principal Amount at Maturity of the Securities converted. If the last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in Principal Amount at Maturity to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. (a) To convert a Security LYON a Holder must -------------------- satisfy the requirements in paragraph 8 7 of the SecuritiesXXXXx. The date on which the Holder satisfies all those requirements is the conversion date (the "Conversion ---------- Date"). Within two Business Days following the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stock, the The Company shall deliver to the Holder no later than the seventh Business Day following the Conversion Date Date, through the Conversion Agent, a certificate for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 10.031203. Except as provided Delivery of such certificate and delivery of any check for any cash in Section 10.01, if lieu of fractional interests therein may be delayed for a reasonable time at the request of the Company in order to effectuate the calculation of adjustments of the Conversion Rate pursuant to this Article Twelve. If, between any Conversion Date and the related date of delivery of shares of Common Stock, such shares shall cease to have notified any or certain rights, the Holder that entitled to receive such Security shares shall be paid in cash, the Company shall deliver entitled only to the Holder surrendering receive such Security the amount of cash payable with respect to such Security shares as so modified and any proceeds received thereon on the fifth Business Day following or after such Conversion Date. Except as provided in Section 10.01, and the Company, the Company may Trustee and the Conversion Agent shall not change its election be otherwise liable with respect to the consideration modification, from such Conversion Date to be delivered the date of such delivery, of such shares of Common Stock. The Person entitled to receive Common Stock issuable upon conversion of a Security once the Company has notified the Holder in accordance with this paragraph. The person in whose name the certificate is registered shall be treated as a stockholder of record of the Guarantor on and after the Conversion Date; provided, however, -------- ------- that no surrender of a Security LYON on any date when the stock transfer books of the Company Guarantor shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided provided, further, however, that such conversion shall be at the Conversion Rate in effect -------- ------- on the date that such Security LYON shall have been surrendered for conversion, as if the stock transfer books of the Company Guarantor had not been closed. Upon conversion of a SecurityLYON, such person Person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facilityLYON. No payment or adjustment will be made for dividends on on, or other distributions with respect to, any Common Stock except as provided in this Article X. Twelve. On conversion of a SecurityLYON, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 12.01) OID attributable to the period from the Issue Date (or, if of the Company has exercised the option provided for in Section 12.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) to LYON through the Conversion Date with respect to the converted Security LYON shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the terms hereof, and the fair market value of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security LYON being converted pursuant to the provisions hereof. If the Holder converts more than one Security LYON at the same time, the number of shares of Common Stock issuable upon the conversion shall be computed based on the total Principal Amount at Maturity of the Securities XXXXx converted. Upon surrender of a Security LYON that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security LYON in an authorized denomination equal in Principal Amount at Maturity to the unconverted portion of the Security LYON surrendered. If the last day on which a Security LYON may be converted is not a Legal Holiday Business Day in a place where the Conversion Agent is located, the Security LYON may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal HolidayBusiness Day.

Conversion Procedure. To convert a Security Security, a Holder must -------------------- satisfy (a) complete and manually sign the requirements in paragraph 8 conversion notice on the back of the SecuritiesSecurity and deliver such notice to the Conversion Agent, (b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all those of the above requirements is the conversion date (the "Conversion ---------- Date"). Within two Business Days following ." As soon as practicable after the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stock, the Company shall deliver to the Holder no later than the seventh Business Day following through the Conversion Date Agent a certificate for the number of full whole shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined shares pursuant to Section 10.03. Except as provided in Section 10.01, if the Company shall have notified the Holder that such Security shall be paid in cash, the Company shall deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraph. The person in whose name the certificate is registered shall be treated as deemed to be a stockholder shareholder of record on and after the Conversion Date; provided, however, that no -------- ------- that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided provided, further, that such conversion shall be at the Conversion Rate -------- ------- Price in effect -------- ------- on the date that such Security shall have been surrendered for conversion, Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Holders may surrender No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facilitySecurity. No payment or adjustment will be made for dividends accrued interest on or Liquidated Damages, if any, with respect to, a converted Security. If any Common Stock Holder surrenders a Security for conversion after the close of business on the record date for the payment of an installment of interest and before the close of business on the related interest payment date, then, notwithstanding such conversion, the interest and Liquidated Damages, if any, payable on or with respect to, such interest payment date shall be paid to the Holder of such Security on such record date. In such event, such Security (except as provided in this Article X. On conversion Securities called for redemption on a redemption date or with a Conversion Termination Date during such period), when surrendered for conversion, must be accompanied by delivery of a Security, that portion of accrued Original Issue Discount (check or interest, if the Company has exercised its option provided for in Section 12.01) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 12.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) draft payable to the Conversion Date with respect Agent in an amount equal to the converted interest and Liquidated Damages, if any, payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid converted. If the Company defaults in full to the Holder thereof through delivery payment of the Common Stock in exchange for the Security being converted pursuant to the terms hereof, interest and the fair market value of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balanceLiquidated Damages, if any, of payable on the interest payment date, the Conversion Agent shall repay such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant funds to the provisions hereofHolder. If the a Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be computed based on the total Principal Amount aggregate principal amount of the Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in Principal Amount principal amount to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. To convert a Security a this Debenture into Common Shares the Holder must -------------------- satisfy (a) complete and sign the requirements in paragraph 8 Notice of Conversion attached hereto and (b) surrender the SecuritiesDebenture to the Company. The Except as otherwise provided herein, the date on upon which the Holder satisfies all those requirements Company receives the completed Notice of Conversion (by recognized overnight courier, hand-delivery, facsimile or otherwise) is the conversion date (the "Conversion ---------- Date"). Within two Business Days following the Conversion Datedate, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If provided that the Company shall have notified not be required to deliver a certificate for Common Shares unless and until the Holder that such Security shall be converted into shares Common StockCompany receives the Debenture. Within five (5) business days after receipt of the Notice of Conversion as aforesaid, provided the Company has received the Debenture from the Holder, the Company shall deliver a certificate without restrictive legend (unless no effective registration statement relating to the Holder Shares is in place or no later than exemption from such registration is available) as specified in the seventh Business Day following the Conversion Date a certificate Agreement for the number of full shares of Common Stock Shares issuable upon the conversion and cash in lieu of a check for any fractional share determined pursuant to Section 10.03. Except as provided in Section 10.01, if the Company shall have notified the Holder that such Security shall be paid in cash, the Company shall deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01, the Company may not change its election with respect to the consideration to be delivered upon conversion fraction of a Security once the Company has notified the Holder in accordance with this paragraphshare. The person in whose name the certificate representing Common Shares is to be registered shall be treated as a stockholder shareholder of record on and after the Conversion Date; providedconversion date. Upon conversion, however, -------- ------- that no surrender of a Security unpaid interest on any date when the stock transfer books converted portion of the Company Debenture shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, that such conversion shall be at the Conversion Rate in effect -------- ------- on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facility. No payment or adjustment will be made for dividends on any Common Stock except as provided in this Article X. On conversion of a Security, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 12.01) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 12.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) to the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to cash or Common Shares by the Holder thereof through delivery of the Common Stock in exchange for the Security being converted pursuant to the terms hereof, and the fair market value of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereofCompany. If the Holder one person converts more than one Security Debenture at the same time, the number of full shares of Common Stock issuable upon the conversion shall be computed based on the total Principal Amount principal amount of the Securities Debentures converted. Upon surrender of a Security Debenture that is to be converted in part, the Company shall execute, and the Trustee shall authenticate and deliver issue to the Holder, Holder a new Security in an authorized denomination Debenture equal in Principal Amount principal amount to the unconverted portion of the Security Debenture surrendered. If Notwithstanding the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is locatedforegoing, the Security conversion right of the Holder set forth herein shall be limited, solely to the extent required, from time to time, such that in no instance shall the maximum number of Common Shares into which the Holder may be surrendered convert this Debenture exceed, at any one time, an amount equal to the remainder of (i) 4.99% of the then issued and outstanding shares of Common Stock of the Company following such Conversion Agent on conversion, minus (ii) the next succeeding day that is not a Legal Holidaynumber of shares of Common Stock of the Company then held by the Holder.

Conversion Procedure. To convert a Security Note, a Holder must -------------------- satisfy the requirements in paragraph 8 Section 10 of the SecuritiesNotes. The date on which the Holder satisfies all of those requirements is the conversion date (the "Conversion ---------- Date"). Within two Business Days following As soon as practicable after the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stock, the Company shall deliver to the Holder no later than the seventh Business Day following through the Conversion Date Agent a certificate for the number of full whole shares of Class A Common Stock issuable upon the conversion and cash in lieu of a check for any fractional share determined pursuant to Section 10.03. Except as provided in Section 10.01, if the Company shall have notified the Holder that such Security shall be paid in cash, the Company shall deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraph2.3(c) hereof. The person Person in whose name the certificate is registered shall be treated as a become the stockholder of record on and after the Conversion DateDate and, as of such date, such Person's rights as a Holder shall cease; provided, however, -------- ------- that no surrender of a Security Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons Person entitled to receive the shares of Class A Common Stock upon such conversion as the stockholder of record holder or holders of such shares of Class A Common Stock on such date, but such surrender shall be effective to constitute the person or persons Person entitled to receive such shares of Class A Common Stock as the stockholder of record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, however, that such conversion shall be at the Conversion Rate Price in effect -------- ------- on the date that such Security Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facility. No payment or other adjustment for accrued interest on the Notes or dividends on any Class A Common Stock issued upon conversion of the Notes will be made. If any Notes are converted during any period after any Record Date for the payment of an installment of interest but before the next Interest Payment Date, interest for such Notes will be paid on the next Interest Payment Date, notwithstanding such conversion, to the Holders of record on the Record Date of such Notes. Any Notes that are, however, delivered to the Company for conversion after any Record Date but before the next Interest Payment Date must, except as described in the next sentence, be accompanied by a payment equal to the interest payable on such Interest Payment Date on the principal amount of Notes being converted. The payment to the Company described in the preceding sentence shall not be required if, during that period between a Record Date and the next Interest Payment Date, a conversion occurs on or after the date that the Company has issued a redemption notice and prior to the date of redemption stated in such notice. No fractional shares will be issued upon conversion, but a cash adjustment will be made for dividends on any Common Stock except as provided in this Article X. On conversion of a Security, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 12.01) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 12.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) to the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock in exchange for the Security being converted pursuant to the terms hereof, and the fair market value of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereofshares. If the a Holder converts more than one Security Note at the same time, the number of whole shares of Class A Common Stock issuable upon the conversion shall be computed based on the total Principal Amount principal amount of the Securities Notes converted. Upon surrender of a Security Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to for the Holder, Holder a new Security in an authorized denomination Note equal in Principal Amount principal amount to the unconverted portion of the Security Note surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. To convert a Security a Holder must -------------------- satisfy the requirements in paragraph 8 of the Securities. The date on which the Holder satisfies all those requirements is the conversion date (the "Conversion ---------- Date"). Within two As soon as practicable after the Conversion Date but in any event no later than the seventh Business Days Day following the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stock, the Company shall deliver to the Holder no later than the seventh Business Day following the Conversion Date a certificate for the number of full shares of Class A Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 10.03. Except as provided in Section 10.01, if the Company shall have notified the Holder that such Security shall be paid in cash, the Company shall deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraph11.03. The person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, -------- ------- that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Class A Common Stock upon such conversion as the record holder or holders of such shares of Class A Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Class A Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, that such conversion shall be at the Conversion Rate in effect -------- ------- on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facility. No payment or adjustment will be made for dividends on on, or other distributions with respect to, any Class A Common Stock except as provided in this Article X. 11. On conversion of a Security, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 12.0110.01) or (except as provided below) accrued cash interest attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 12.0110.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) to of the Security or the date on which interest was last paid through the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Class A Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the terms provisions hereof, ; and the fair market value of such shares of Class A Common Stock (together with any such cash payment in lieu of fractional shares of Common Stockshares) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 10.01) and cash interest accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Class A Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued but unpaid cash interest will be payable upon conversion of Securities made concurrently with or after acceleration of Securities following an Event of Default. If the Holder converts more than one Security at the same time, the number of shares of Class A Common Stock issuable upon the conversion shall be computed based on the total Principal Amount at Maturity of the Securities converted. If the last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in Principal Amount at Maturity to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. To convert a Security Security, a Holder holder must -------------------- satisfy the requirements in paragraph 8 of the Securities. The date on which the Holder holder satisfies all of those requirements is the conversion date or, in the case of a mandatory conversion pursuant to Section 5.20, the date specified as the conversion date in the notice of mandatory conversion given to holders of Securities pursuant to Section 5.18, provided that such conversion date must be after the date of the mailing of such notice (the "Conversion ---------- Date"). Within two Business Days following As promptly as practicable on or after the Conversion Date, the Company ---- shall issue and deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stock, the Company shall deliver to the Holder no later than the seventh Business Day following the Conversion Date Trustee a certificate or certificates for the number of full shares of Common Stock Ordinary Shares issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 10.03Sections 5.01, 5.03 and 5.20, as applicable. Except as provided in Section 10.01, if Such certificate or certificates will be sent by the Company shall have notified the Holder that such Security shall be paid in cash, the Company shall deliver Trustee to the Holder surrendering such Security the amount of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01, the Company may not change its election with respect Agent for delivery to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraphholder. The person Person in whose name the certificate is registered shall be treated become the holder of record of the shares represented thereby on the Conversion Date and, as of such date, such Person's rights as a stockholder of record on and after Noteholder with respect to the Conversion Dateconverted Security shall cease; provided, however, -------- ------- that that, except as otherwise provided in this Section 5.02, no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons Person entitled to receive the shares of Common Stock Ordinary Shares upon such conversion as the holder of record holder or holders of such shares of Common Stock Ordinary Shares on such date, but such surrender shall be effective to constitute the person or persons Person entitled to receive such shares of Common Stock Ordinary Shares as the holder of record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided provided, further, however, that such conversion shall be at the Conversion Rate Price in effect -------- ------- on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facility. No payment or adjustment will be made for accrued and unpaid interest on a converted Security or for dividends or distributions on any Common Stock except as provided in this Article X. On Ordinary Shares issued upon conversion of a Security, that portion of accrued Original Issue Discount (or interestexcept that, if any holder surrenders a Security for conversion after the Company has exercised its option provided close of business on any record date on or after January 1, 2005 for in Section 12.01) attributable the payment of an installment of interest and prior to the period from opening of business on the Issue Date (ornext succeeding interest payment date, if then, notwithstanding such conversion, accrued and unpaid interest payable on such Security on such interest payment date shall be paid on such interest payment date to the Company has exercised person who was the option provided for in Section 12.01, the later of (x) the date holder of such exercise and (y) Security at the close of business on such record date. In the case of any Security surrendered for conversion after the close of business on a record date on which or after January 1, 2005 for the payment of an installment of interest was last paid) and prior to the Conversion opening of business on the next succeeding interest payment date, then, unless such Security is to be repurchased on a Change of Control Payment Date with respect after such record date and prior to such interest payment date, such Security, when surrendered for conversion, must be accompanied by payment in an amount equal to the converted interest payable on such interest payment date on the principal amount of such Security shall so converted. Holders of Ordinary Shares issued upon conversion will not be cancelled, extinguished or forfeited, but rather shall be deemed entitled to be paid in full receive any dividends payable to holders of Ordinary Shares as of any record time before the Holder thereof through delivery close of the Common Stock in exchange for the Security being converted pursuant to the terms hereof, and the fair market value of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount accrued through business on the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. If the Holder a holder converts more than one Security at the same time, the number of shares of Common Stock full Ordinary Shares issuable upon the conversion shall be computed based on the total Principal Amount principal amount of the Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to for the Holder, holder a new Security in an authorized denomination equal in Principal Amount principal amount to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. To convert a Security Security, a Holder must -------------------- satisfy (1) complete and sign a notice of election to convert substantially in the requirements forms set forth in paragraph 8 of Exhibits F.1 or F.2, as the Securitiescase may be, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Registrar, Transfer Agent or Conversion Agent and (4) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the conversion date (the "Conversion ---------- Date"). Within two Business Days following As soon as practicable after the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stock, the Company shall deliver to the Holder no later than the seventh Business Day following through the Conversion Date Agent, acting as agent for the Company, a certificate for the number of full whole shares of Common Stock issuable upon the conversion and cash in lieu of a check for any fractional share determined pursuant to Section 10.03. Except as provided in Section 10.01, if the Company shall have notified the Holder that such Security shall be paid in cash, the Company shall deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraph. The person in whose name the certificate is registered shall be treated as a become the stockholder of record on and after the Conversion DateDate and, as of such date, such person's rights as a Holder of the Securities shall cease; providedPROVIDED, howeverHOWEVER, -------- ------- that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the stockholder of record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the stockholder of record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided furtherPROVIDED FURTHER, HOWEVER, that such conversion shall be at the Conversion Rate Price in effect -------- ------- on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facility. No payment or adjustment will be made for accrued and unpaid interest on a converted Security or for dividends or distributions on any shares of Common Stock except as provided in this Article X. On issued upon conversion of a Security, that portion but if any Holder surrenders a Security for conversion after the close of accrued Original Issue Discount (or interest, if business on the Company has exercised its option provided Record Date for in Section 12.01) attributable the payment of an installment of interest and prior to the period from opening of business on the Issue Date (ornext Interest Payment Date, if the Company has exercised the option provided for in Section 12.01then, notwithstanding such conversion, the later of (x) the interest payable on such interest payment date of such exercise and (y) the date on which interest was last paid) to the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock such Security on such record date. In such event, such Security, when surrendered for conversion, must be accompanied by payment in exchange for the Security being converted pursuant funds acceptable to the terms hereof, and the fair market value Company of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issued, an amount equal to the extent thereof, first in exchange for interest payable on such Interest Payment Date on the Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereofportion so converted. If the Holder a holder converts more than one Security at the same time, the number of whole shares of Common Stock issuable upon the conversion shall be computed based on the total Principal Amount principal amount of the Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to for the Holder, Holder a new Security in an authorized denomination equal in Principal Amount principal amount to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. To convert a Security Debenture into Common Stock, a Holder must -------------------- satisfy the requirements in paragraph 8 of the SecuritiesDebentures. The date on which the Holder satisfies all those requirements is the conversion date (the "Conversion ---------- Date"). Within two Business Days following the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stock, the The Company shall deliver to the Holder no later than the seventh Business Day following the Conversion Date Date, through the Conversion Agent, a certificate for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 10.03. Except as provided in Section 10.01, if the Company shall have notified the Holder that such Security shall be paid in cash, the Company shall deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraph1503. The person Person in whose name the certificate is registered shall be treated as a stockholder shareholder of record on and after the Conversion Date; providedPROVIDED, howeverHOWEVER, -------- ------- that no surrender of a Security Debenture on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided furtherPROVIDED FURTHER, that such conversion shall be at the Conversion Rate in effect -------- ------- on the date that such Security Debenture shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityDebenture, such person Person shall no longer be a Holder of such SecurityDebenture. Holders may surrender a Security Debenture for conversion by means of book book-entry delivery in accordance with paragraph 8 of the Securities Debentures and the regulations of the applicable book book-entry facility. No payment or adjustment will be made for dividends on any Common Stock except as provided in this Article X. Fifteen. On conversion of a SecurityDebenture, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 12.011601) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 12.011601, the later of (x) the date of such exercise and (y) the date on which interest was last paid) to the Conversion Date with respect to the converted Security Debenture shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) in exchange for the Security Debenture being converted pursuant to the terms hereof, and the fair market value of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security Debenture being converted pursuant to the provisions hereof. If the Holder converts more than one Security Debenture at the same time, the number of shares of Common Stock issuable upon the conversion shall be computed based on the total Principal Amount at Maturity of the Securities Debentures converted. Upon surrender of a Security Debenture that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security Debenture in an authorized denomination equal in Principal Amount at Maturity to the unconverted portion of the Security Debenture surrendered. If the last day on which a Security Debenture may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security Debenture may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. To convert a Security Note, a Holder must -------------------- satisfy the requirements in paragraph Section 8 of the SecuritiesNotes. The date on which the Holder satisfies all of those requirements is the conversion date (the "Conversion ---------- DateCONVERSION DATE"). Within two Business Days following As soon as practicable after the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stock, the Company shall deliver to the Holder no later than the seventh Business Day following through the Conversion Date Agent a certificate for the number of full whole shares of Common Stock issuable upon the conversion and cash in lieu of a check for any fractional share determined pursuant to Section 10.03. Except as provided in Section 10.01, if the Company shall have notified the Holder that such Security shall be paid in cash, the Company shall deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraph4.03 hereof. The person Person in whose name the certificate is registered shall be treated as a become the stockholder of record on and after the Conversion DateDate and, as of such date, such Person's rights as a Holder shall cease; providedPROVIDED, howeverHOWEVER, -------- ------- that no surrender of a Security Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons Person entitled to receive the shares of Common Stock upon such conversion as the stockholder of record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons Person entitled to receive such shares of Common Stock as the stockholder of record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided furtherPROVIDED FURTHER, HOWEVER, that such conversion shall be at the Conversion Rate Price in effect -------- ------- on the date that such Security Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facility. No payment or other adjustment will shall be made for accrued interest or dividends or distributions on any Common Stock issued upon conversion of the Notes. If any Notes are converted during any period after any record date for the payment of an installment of interest but before the next interest payment date, interest for such notes will be paid on the next interest payment date, notwithstanding such conversion, to the Holders of such Notes. Any Notes that are, however, delivered to the Company for conversion after any record date but before the next interest payment date must, except as provided described in this Article X. On the next sentence, be accompanied by a payment equal to the interest payable on such interest payment date on the principal amount of Notes being converted. The payment to the Company described in the preceding sentence shall not be required if, during that period between a record date and the next interest payment date, a conversion of a Security, occurs on or after the date that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 12.01) attributable issued a redemption notice or Change of Control Offer and prior to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 12.01, the later of (x) the date of redemption stated in such exercise and (y) notice or the date on which interest was last paid) to the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock in exchange for the Security being converted pursuant to the terms hereof, and the fair market value of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be computed based on the total Principal Amount of the Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in Principal Amount to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.Change on

Conversion Procedure. To convert a Security Note, a Holder must -------------------- satisfy the requirements in paragraph Paragraph 8 of the SecuritiesNotes. The date first Business Day on which the Holder satisfies all those requirements and submits such Holder’s Notes for conversion is hereinafter referred to as the conversion date (the "“Conversion ---------- Date")”. Within two Business Days following As soon as practicable after the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion Agenttransfer agent for the Common Shares, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stock, the Company shall deliver to the Holder no later than the seventh Business Day following the Conversion Date a certificate for for, or a beneficial interest in a global certificate representing, the number of full shares of Common Stock Shares issuable upon the conversion or exchange and cash in lieu of any fractional share determined pursuant to Section 10.03. Except as provided in Section 10.01, if the Company shall have notified the Holder that such Security shall be paid in cash, the Company shall deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraph12.3. The person Company and the Guarantor shall take all necessary actions to ensure that the Person in whose name the certificate is registered shall be treated is entered into the Guarantor’s share register as a stockholder shareholder of record on and after the Conversion Date; provided, however, -------- ------- that no surrender as of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided furtherConversion Date, that such conversion shall be at the Conversion Rate in effect -------- ------- on the date that such Security shall have been surrendered for conversion, or as if the stock transfer books of the Company had not been closedsoon thereafter as is possible. Upon conversion by a Holder of a SecurityNote in its entirety, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facilityNote. No payment or adjustment will be made for dividends on on, or other distributions with respect to, any Common Stock Shares except as provided in this Article X. On XII. Upon conversion of a SecurityNote, except as provided below with respect to interest payable on Notes or portions thereof converted after a Record Date, that portion of accrued Original Issue Discount (or interest, if and unpaid interest on the Company has exercised its option provided for in Section 12.01) converted Notes attributable to the period from the Issue most recent Interest Payment Date (or, if the Company has exercised the option provided for in Section 12.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) to through the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through issuance and delivery of the Common Stock in exchange for the Security being converted pursuant to the terms hereof, and the fair market value of such Common Stock Shares (together with any the cash payment payment, if any, in lieu of fractional shares of Common Stockshares) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security Note being converted pursuant to the provisions hereof. The Company will not adjust the Conversion Rate to account for accrued interest, if any. If the Holder converts more than one Security Note at the same time, the number of shares of Common Stock Shares issuable upon the conversion shall be computed based on the total Principal Amount principal amount of the Securities Notes converted. The Notes or portions thereof surrendered for conversion during the period from the close of business on any Record Date to the opening of business on the date on which such interest is payable shall be accompanied by payment to the Company or its order, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date on the principal amount of the Notes or portions thereof being surrendered for conversion. If the last day on which a Note may be converted is a Legal Holiday, the Note may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of a Security Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security Note in an authorized denomination equal in Principal Amount principal amount to the unconverted portion of the Security Note surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. To convert a Security Security, a Holder must -------------------- satisfy (a) complete and manually sign the requirements in paragraph 8 conversion notice on the back of the SecuritiesSecurity and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the conversion date (the "“Conversion ---------- Date"). Within two Business Days following .” As soon as practicable after the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stock, the Company shall deliver to the Holder no later than the seventh Business Day following the through a Conversion Date Agent a certificate for the number of full whole shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined shares pursuant to Section 10.034.3. Except as provided in Section 10.01, if the Company shall have notified the Holder that such Security shall be paid in cash, the Company shall deliver Anything herein to the Holder surrendering such Security contrary notwithstanding, in the amount case of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01Global Securities, the Company conversion notices may not change its election with respect to the consideration to be delivered upon and such Securities may be surrendered for conversion of a Security once the Company has notified the Holder in accordance with this paragraphthe Applicable Procedures as in effect from time to time. The person in whose name the Common Stock certificate is registered shall be treated as deemed to be a stockholder shareholder of record on and after the Conversion Date; provided, however, -------- ------- that no surrender of a Security on any date when the stock transfer books of the Company Brocade shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided provided, further, that such conversion shall be at the Conversion Rate Price in effect -------- ------- on the date that such Security shall have been surrendered for conversion, Conversion Date as if the stock transfer books of the Company Brocade had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facility. No payment or adjustment will be made for dividends or distributions on any shares of Common Stock except as provided in this Article X. On issued upon conversion of a Security, that portion of accrued Original Issue Discount . Securities so surrendered for conversion (in whole or interest, if the Company has exercised its option provided for in Section 12.01part) attributable to during the period from the Issue close of business on any regular record date to the opening of business on the next succeeding interest payment date (excluding Securities or portions thereof called for redemption on a Redemption Date (orduring the period beginning at the close of business on a regular record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company has exercised of an amount equal to the option provided for in Section 12.01, interest payable on such interest payment date on the later of (x) the date principal amount of such exercise Security then being converted, and (y) the date on which such interest was last paid) to the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed payable to be paid in full to such registered Holder notwithstanding the Holder thereof through delivery of the Common Stock in exchange for the Security being converted pursuant to the terms hereof, and the fair market value conversion of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issuedSecurity, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant subject to the provisions hereofof this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be computed based on the total Principal Amount aggregate principal amount of the Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in Principal Amount principal amount to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. To convert a Security a Holder must -------------------- satisfy the requirements set forth in paragraph 8 of the Securities. The date on which the Holder satisfies all those requirements is the conversion date (the "Conversion ---------- Date"). Within two Business Days following the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash, unless the Company shall have delivered such notice previously pursuant to Section 3.03 hereof. If the Company shall have notified the Holder that all of such Security shall be converted into shares of Common Stock, the Company shall deliver to the Holder through the Conversion Agent no later than the seventh fifth Business Day following the Conversion Date a certificate for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 10.0311.03 hereof. Except as provided in the proviso in the third paragraph of Section 10.0111.01 hereof, if the Company shall have notified the Holder that all or a portion of such Security shall be paid in cash, the Company shall deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security on no later than the fifth tenth Business Day following such Conversion Date, together with a certificate for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 11.03 hereof. Except as provided in the proviso in the third paragraph of Section 10.0111.01 hereof, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraph. The person If shares of Common Stock are delivered as consideration, then the Person in whose name the certificate representing such shares is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, -------- ------- that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, that such conversion shall be at the Conversion Rate in effect -------- ------- on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person Person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facilitysuch Security shall be cancelled and no longer Outstanding. No payment or adjustment will be made for dividends on on, or other distributions with respect to, any Common Stock except as provided in this Article X. 11. On conversion of a Security, that portion of accrued Original Issue Discount (or interest, if the Company Issuer has exercised its option provided for in Section 12.0110.01) attributable to the period from the Issue Date (or, if the Company Issuer has exercised the option provided for in Section 12.0110.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) to through the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock in exchange for the Security being converted pursuant to the terms hereof, and the fair market value of such Common Stock (together with any the cash payment payment, if any, in lieu of fractional shares of Common Stockshares) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balancecash, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be computed based on the total Principal Amount of the Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in Principal Amount to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.exchange

Conversion Procedure. To convert a Security Security, a Holder must -------------------- satisfy (i) complete and manually sign the requirements in paragraph 8 conversion notice on the back of the SecuritiesSecurity and deliver such notice to the Conversion Agent, (ii) surrender the Security to the Conversion Agent, (iii) furnish appropriate endorsements and transfer documents to the Registrar or the Conversion Agent, (iv) pay any transfer or other tax, if required by Section 4.4 and (v) if the Security is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary's book-entry conversion programs. The date on which the Holder satisfies all those of the foregoing requirements is the conversion date (date. As soon as practicable after the "Conversion ---------- Date"). Within two Business Days following the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stockconversion date, the Company shall deliver to the Holder no later than the seventh Business Day following through the Conversion Date Agent a certificate for the number of full whole shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined shares pursuant to Section 10.03. Except as provided in Section 10.01, if the Company shall have notified the Holder that such Security shall be paid in cash, the Company shall deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraph4.5. The person in whose name the certificate is registered shall be treated as deemed to be a stockholder of record on and after the Conversion Dateconversion date; provided, however, -------- ------- that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided provided, further, that such conversion shall be at the Conversion Rate Price in effect -------- ------- on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facility. No payment or adjustment will be made for accrued interest on a converted Security or for dividends or distributions on any shares of Common Stock except as provided in this Article X. On issued upon conversion of a Security, that portion but if any Holder surrenders a Security for conversion between the record date for the payment of accrued Original Issue Discount (or interestan installment of interest and the next interest payment date, if then, notwithstanding such conversion, the Company has exercised its option provided for in Section 12.01) attributable interest payable on such interest payment date shall be paid to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 12.01, the later of (x) the date Holder of such exercise and (y) the date Security on which interest was last paid) such record date. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of a check payable to the Conversion Date with respect Agent in an amount equal to the converted interest payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be cancelledconverted; provided, extinguished or forfeitedhowever, but rather that no such check shall be deemed to be paid in full to required if such Security has been called for redemption on a redemption date within the Holder thereof through delivery of period between and including such record date and such interest payment date, or if such Security is surrendered for conversion on the Common Stock in exchange for the Security being converted pursuant to the terms hereof, and the fair market value of such Common Stock (together with any cash interest payment in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereofdate. If the Company defaults in the payment of interest payable on the interest payment date, the Conversion Agent shall repay such funds to the Holder. If a Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be computed based on the total Principal Amount aggregate principal amount of the Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in Principal Amount principal amount to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. To convert a Security Security, a Holder must -------------------- satisfy (a) complete and manually sign the requirements in paragraph 8 conversion notice on the back of the SecuritiesSecurity and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the conversion date (the "Conversion ---------- Date"). Within two Business Days following ." As soon as practicable after the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stock, the Company shall deliver to the Holder no later than the seventh Business Day following the through a Conversion Date Agent a certificate for the number of full whole shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined shares pursuant to Section 10.034.3. Except as provided in Section 10.01, if the Company shall have notified the Holder that such Security shall be paid in cash, the Company shall deliver Anything herein to the Holder surrendering such Security contrary notwithstanding, in the amount case of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01Global Securities, the Company conversion notices may not change its election with respect to the consideration to be delivered upon and such Securities may be surrendered for conversion of a Security once the Company has notified the Holder in accordance with this paragraphthe Applicable Procedures as in effect from time to time. The person in whose name the Common Stock certificate is registered shall be treated as deemed to be a stockholder of record on and after the Conversion Date; provided, however, -------- ------- that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided provided, further, that such conversion shall be at the Conversion Rate Price in effect -------- ------- on the date that such Security shall have been surrendered for conversion, Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facility. No payment or adjustment will be made for dividends or distributions on any shares of Common Stock except as provided in this Article X. On issued upon conversion of a Security, that portion of accrued Original Issue Discount . Securities so surrendered for conversion (in whole or interest, if the Company has exercised its option provided for in Section 12.01part) attributable to during the period from the Issue close of business on any regular record date to the opening of business on the next succeeding interest payment date (excluding Securities or portions thereof called for redemption on a Redemption Date (orduring the period beginning at the close of business on a Regular Record Date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company has exercised of an amount equal to the option provided for in Section 12.01, interest payable on such interest payment date on the later of (x) the date principal amount of such exercise Security then being converted, and (y) the date on which such interest was last paid) to the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed payable to be paid in full to such registered Holder notwithstanding the Holder thereof through delivery of the Common Stock in exchange for the Security being converted pursuant to the terms hereof, and the fair market value conversion of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issuedSecurity, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant subject to the provisions hereofof this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be computed based on the total Principal Amount aggregate principal amount of the Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in Principal Amount principal amount to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. To convert a Security Security, a Holder holder must -------------------- satisfy the requirements in paragraph 8 10 of the Securities. The date on which the Holder holder satisfies all of those requirements is the conversion date (the "Conversion ---------- Date"). Within two Business Days following As soon as practicable after the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stock, the Company shall deliver to the Holder no later than the seventh Business Day following holder through the Conversion Date Agent a certificate for the number of full whole shares of Common Stock issuable upon the conversion and cash in lieu of a check for any fractional share determined pursuant to Section 10.035.3. Except as provided in Section 10.01Such certificate shall bear any legends set forth on the converted Security, if the Company shall have notified the Holder that such Security shall be paid in cash, the Company shall deliver unless and to the Holder surrendering extent the restrictions contained in such Security the amount of cash payable with respect legends no longer apply to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraphCommon Stock. The person in whose name the certificate is registered shall be treated as a become the stockholder of record on and after the Conversion DateDate and, as of such date, such person's rights as a Noteholder shall cease; provided, however, -------- ------- that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the stockholder of record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the stockholder of record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, however, that such conversion shall be at the Conversion Rate Price in effect -------- ------- on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facility. No payment or adjustment will be made for accrued and unpaid interest on a converted Security or for dividends or distributions on any shares of Common Stock except as provided in this Article X. On issued upon conversion of a Security, that portion but if any holder surrenders a Security for conversion after the close of accrued Original Issue Discount (or interestbusiness on the record date for the payment of an installment of interest and prior to the opening of business on the next interest payment date, if then, notwithstanding such conversion, the interest payable on such interest payment date shall be paid to the holder of such Security on such record date. In such event, such Security, when surrendered for conversion, must be accompanied by payment in funds acceptable to the Company has exercised its option provided for in Section 12.01) attributable of an amount equal to the period from interest (but in no circumstance shall this requirement to pay interest upon conversion result in any holder being required to pay Additional Interest or Additional Voluntary Conversion Interest) and payable on such interest payment date on the Issue Date (or, if portion so converted unless the Security has been called for redemption by the Company and a notice of redemption has exercised the option provided for in Section 12.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) been mailed to the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock in exchange for the Security being converted pursuant to the terms hereof, and the fair market value of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereofholders. 26 If the Holder a holder converts more than one Security at the same time, the number of whole shares of Common Stock issuable upon the conversion shall be computed based on the total Principal Amount principal amount of the Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to for the Holder, holder a new Security in an authorized denomination equal in Principal Amount principal amount to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. To convert a Security a Holder must -------------------- satisfy the requirements in paragraph 8 (i) Conversion of the SecuritiesSeries A Preferred Stock upon election of the Required Holders pursuant to Section 6(a)(iii) shall be effected by delivery to the Company by the Required Holders of a written notice stating the election of such holders to convert the Series A Preferred Stock. The date on which In the Holder satisfies all those requirements is event the conversion date (notice shall specify any name or names other than that of the "Conversion ---------- Date"). Within two Business Days following the Conversion Dateconverting holder, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into accompanied by documents confirming ownership, reflecting compliance with the securities laws and, if applicable, payment of all transfer taxes payable upon issuance of the shares of Common Stock in such name or paid in cashnames. If Other than such taxes, the Company shall have notified pay any and all issuance and other taxes (excluding taxes based on income) that may be payable with respect to the Holder issuance and/or delivery of shares of Common Stock on conversion of Series A Preferred Stock. As promptly as practicable (but in no event more than 5 days, or within 5 days after the completion of any appraisal requested by the Required Holders or obtained by the Company, as applicable, pursuant to Section 6(c)) after receipt by the Company of the written notice of conversion from the Required Holders, the Company shall (i) deliver notice of conversion of the Series A Preferred Stock to all holders thereof, and (ii) if the notice shall (or another recipient shall) specify any name or names other than that of the converting holder, the requisite documents confirming ownership, reflecting compliance with the securities laws and payment of all transfer taxes required to be paid hereunder by the converting holder (or the demonstration to the satisfaction of the Company that such Security shall be converted into shares Common Stocktaxes have been paid or are not applicable), the Company shall deliver or cause to the Holder no later than the seventh Business Day following the Conversion Date a certificate for be delivered the number of full validly issued, fully paid and nonassessable whole shares (that is, any fraction of a share a holder would otherwise be entitled to receive shall be rounded up to the nearest whole share) of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined to which each converting holder or other recipient shall be entitled pursuant to Section 10.03. Except as provided in Section 10.01, if the Company shall have notified the Holder that such Security shall be paid in cash, the Company shall deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraph. The person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, -------- ------- that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, that such conversion shall be at the Conversion Rate in effect -------- ------- on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facility. No payment or adjustment will be made for dividends on any Common Stock except as provided in this Article X. On conversion of a Security, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 12.016(b) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 12.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) to the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock in exchange for the Security being converted pursuant to the terms hereof, and the fair market value of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be computed based on the total Principal Amount of the Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in Principal Amount to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. To convert a Security Note, a Holder must -------------------- satisfy the requirements in paragraph Section 8 of the SecuritiesNotes. The date on which the Holder satisfies all of those requirements is the conversion date (the "Conversion ---------- Date"). Within two Business Days following As soon as practicable after the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stock, the Company shall deliver to the Holder no later than the seventh Business Day following through the Conversion Date Agent a certificate for the number of full whole shares of Common Stock issuable upon the conversion and cash in lieu of a check for any fractional share determined pursuant to Section 10.03. Except as provided in Section 10.01, if the Company shall have notified the Holder that such Security shall be paid in cash, the Company shall deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraph4.03 hereof. The person Person in whose name the certificate is registered shall be treated as a become the stockholder of record on and after the Conversion DateDate and, as of such date, such Person's rights as a Holder shall cease; provided, however, -------- ------- that no surrender of a Security Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons Person entitled to receive the shares of Common Stock upon such conversion as the stockholder of record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons Person entitled to receive such shares of Common Stock as the stockholder of record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, however, that such conversion shall be at the Conversion Rate Price in effect -------- ------- on the date that such Security Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facility. No payment or other adjustment shall be made for accrued interest or dividends or distributions on any Common Stock issued upon conversion of the Notes. If any Notes are converted during any period after any record date for the payment of an installment of interest but before the next interest payment date, interest for such notes will be paid on the next interest payment date, notwithstanding such conversion, to the Holders of such Notes. Any Notes that are, however, delivered to the Company for conversion after any record date but before the next interest payment date must, except as described in the next sentence, be accompanied by a payment equal to the interest payable on such interest payment date on the principal amount of Notes being converted. The payment to the Company described in the preceding sentence shall not be required if, during that period between a record date and the next interest payment date, a conversion occurs on or after the date that the Company has issued a redemption notice or Change of Control Offer and prior to the date of redemption stated in such notice or the Change on Control Payment Date, as the case may be. No fractional shares will be issued upon conversion, but a cash adjustment will be made for dividends on any Common Stock except as provided in this Article X. On conversion of a Security, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 12.01) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 12.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) to the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock in exchange for the Security being converted pursuant to the terms hereof, and the fair market value of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereofshares. If the a Holder converts more than one Security Note at the same time, the number of whole shares of Common Stock issuable upon the conversion shall be computed based on the total Principal Amount principal amount of the Securities Notes converted. Upon surrender of a Security Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to for the Holder, Holder a new Security in an authorized denomination Note equal in Principal Amount principal amount to the unconverted portion of the Security Note surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. To convert a Security Security, a Holder must -------------------- satisfy the requirements in paragraph 8 of PARAGRAPH 9 of the Securities. The As soon as practicable following the date (the "Conversion Date") on which the Holder satisfies all those requirements is the conversion date (the "Conversion ---------- Date"). Within two Business Days following the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stockrequirements, the Company shall deliver to the Holder no later than the seventh Business Day following through the Conversion Date Agent a certificate for the number of full shares of Common Stock issuable upon the conversion conversion, as provided in PARAGRAPH 9 of the Securities, and, a check or wire transfer of immediately available funds for payment of accrued and unpaid interest (including Additional Interest) on the principal amount of Securities being converted to but excluding the Conversion Date plus, if applicable, the amount of cash payable in lieu of any fractional share determined pursuant to Section 10.03share. Except as provided in Section 10.01, if On and after the Company shall have notified the Holder that such Security shall be paid in cashConversion Date, the Company shall deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraph. The person in whose name the such certificate is to be registered shall be treated as a stockholder shareholder of record on and after the Conversion Date; provided, however, -------- ------- that no surrender of a Security on any date when the stock transfer books of the Company Company, and all rights of the Holder of the Security to be converted shall be closed shall be effective to constitute terminate, other than the person or persons entitled right to receive the shares of Common Stock upon and cash deliverable as provided in the preceding sentence. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such conversion as the record holder or holders of such Holder has converted its Securities into shares of Common Stock on such dateStock, but such surrender shall or is deemed to be effective to constitute the person or persons entitled to receive such shares a shareholder of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, that such conversion shall be at the Conversion Rate in effect -------- ------- on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityCompany, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facility. No payment or adjustment will be made for dividends on any Common Stock except as provided in this Article X. On conversion of a Securityparagraph, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 12.01) attributable and then only to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 12.01, the later of (x) the date of extent such exercise and (y) the date on which interest was last paid) Securities are deemed to the Conversion Date with respect to the have been so converted Security shall not be cancelled, extinguished or forfeited, but rather shall be such Holder is so deemed to be paid in full to the Holder thereof through delivery a shareholder of the Common Stock in exchange for the Security being converted pursuant to the terms hereof, and the fair market value of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereofrecord. If the a Holder converts more than one Security at the same time, the number of full shares of Common Stock issuable upon the such conversion shall be computed based on the total Principal Amount principal amount of the all Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to for the Holder, Holder a new Security in an authorized denomination equal in Principal Amount principal amount to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the a Conversion Agent is located, the Security may be surrendered to such that Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. 1. To convert a Security a Holder must -------------------- satisfy Security, all of the requirements in paragraph 8 of the SecuritiesSecurities must be satisfied. The date on which the Holder satisfies all those requirements are satisfied is the conversion date (the "“Conversion ---------- Date"”). Within two Business Days following Following the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stock, the Company shall deliver to the Holder no later than the seventh Business Day following through the Conversion Date Agent, subject to and in accordance with Section 10.13, a certificate for the number of full shares of Common Stock issuable upon the conversion (or, at the option of the Company as set forth in Section 10.13, cash in lieu thereof) and cash in lieu of any fractional share determined pursuant to Section 10.03. Except as provided in Section 10.01, if the The Company shall have notified determine such full number of shares and the Holder that such Security shall be paid in cash, amounts of the Company shall deliver to the Holder surrendering such Security the amount of required cash payable with respect to any fractional share, and shall set forth such Security on the fifth Business Day following such Conversion Date. Except as provided information in Section 10.01, the Company may not change its election with respect an Officer’s Certificate delivered to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraphConversion Agent. The person Conversion Agent shall have no duties under this paragraph unless and until it has received such certificate. The Person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, -------- ------- that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, that such conversion shall be at the Conversion Rate Price in effect -------- ------- on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person Person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book book-entry delivery in accordance with paragraph 8 of the Securities Security and the regulations of the applicable book book-entry facility. No payment or adjustment will be made for dividends on on, or other distributions with respect to, any Common Stock except as provided in this Article X. On conversion of a Security, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 12.01) but unpaid interest attributable to the period from the Issue most recent Interest Payment Date (or, if the Company has exercised the option provided for in Section 12.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) to through the Conversion Date Date, with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the terms provisions hereof, ; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares of Common Stockshares) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount accrued and unpaid interest through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued and unpaid interest will be payable upon conversion of Securities made concurrently with or after acceleration of Securities following an Event of Default. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be computed based on the total aggregate Principal Amount of the Securities converted. Subject to the satisfaction of the requirements for conversion set forth in paragraph 8 of the Security and subject to the provisions of Section 3.08 and Section 3.15(b) relating to the withdrawal of a Repurchase Notice or Designated Event Repurchase Exercise Notice, as the case may be, (i) a Security surrendered for conversion pursuant to the provisions under the caption “Conversion Based on the Price of the Common Stock” set forth in paragraph 8 of the Security may be surrendered for conversion until the close of business on the Business Day immediately preceding the Stated Maturity, (ii) a Security being called for redemption may be surrendered for conversion at any time prior to the close of business on the Business Day immediately preceding the Redemption Date, even if it is not otherwise convertible at such time, and (iii) a Security surrendered for conversion based on the provisions under the caption “Conversion Based on the Trading Price of Securities” set forth in paragraph 8 of the Security may be surrendered for conversion only on the dates specified therein, (iv) a Security surrendered for conversion based on the provisions under the caption “Conversion Upon Certain Distributions” set forth in paragraph 8 of the Security may be surrendered for conversion only on the dates specified therein, and (v) a Security surrendered for conversion based on the provision under the caption “Conversion Upon Occurrence of Certain Corporate Transactions” set forth in paragraph 8 of the Security may be surrendered for conversion at any time from and after the date which is 15 days prior to the anticipated effective date of such transaction until 15 days after the actual date of such transaction, and if such day is not a Business Day, the next occurring Business Day following such day. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in Principal Amount to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. To convert a Security Note a Holder must -------------------- satisfy the requirements in paragraph 8 9 of the SecuritiesNote. The date on which the Holder satisfies all those requirements is the conversion date (the "Conversion ---------- DateCONVERSION DATE"). Within two As soon as practicable after the Conversion Date but in any event no later than the seventh Business Days Day following the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stock, the Company shall deliver to the Holder no later than the seventh Business Day following the Conversion Date a certificate for the full number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share shares determined pursuant to Section 10.03SECTION 13.03. Except as provided in Section 10.01, if the The Company shall determine such full number of shares and the amounts of the required cash with respect to any fractional share, and shall set forth such information in an Officer's Certificate delivered to the Conversion Agent. The Conversion Agent shall have notified no duties or responsibilities under this paragraph unless and until it has received such certificate. Upon satisfaction of the Holder that such Security shall be paid conditions set forth in cashparagraph 9 relating to the conversion of the Notes and the subsequent conversion of any Note, the Company shall deliver notice of such conversion to the Holder surrendering Trustee within 15 Business Days of such Security conversion, and the amount Trustee shall not be charged with knowledge of cash payable with any facts contained in such notice and shall not be responsible for taking any action in respect thereof (or liable for failing to take any such Security on action) until such time as the fifth Business Day following Trustee shall have received such Conversion Date. Except as provided in Section 10.01, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraphnotice. The person in whose name the certificate for the Common Stock is registered shall be treated as a stockholder of record on and after the Conversion Date; providedPROVIDED, howeverHOWEVER, -------- ------- that no surrender of a Security Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, that such open regardless of whether the last day on which a Note may be converted occurs in the interim. Such conversion shall be at the Conversion Rate in effect -------- ------- on the date that such Security Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityNote, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facilityNote. No payment or adjustment will be made for dividends on or other distribution with respect to any Common Stock except as provided in this Article X. Thirteen. On conversion of a SecurityNote, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 12.01) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 12.01, the later of (x) the date of such exercise and (y) the date on which unpaid interest was last paid) to the Conversion Date with respect to the converted Security Note shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock in exchange for the Security being converted pursuant to the terms hereof, and the fair market value of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be computed based on the total Principal Amount principal amount of the Securities Notes converted. Upon surrender of a Security Note that is converted in part, the Company shall execute, and the Trustee shall upon receipt of a written order signed by an Officer of the Company, authenticate and deliver to the Holder, a new Security Note in an authorized denomination equal in Principal Amount principal amount to the unconverted portion of the Security Note surrendered. If the last day on which a Security Note may be converted is not a Legal Holiday Business Day in a place where the Conversion Agent is located, the Security may Note in order to be converted must be surrendered to such that Conversion Agent on or before the next succeeding day that is not a Legal HolidayBusiness Day immediately preceding such date.

Conversion Procedure. To convert a Security Note, a Holder must -------------------- satisfy (1) complete and sign the requirements in paragraph 8 conversion notice on the back of the SecuritiesNote, (2) surrender the Note to the Company at the office or agency of the Company maintained in accordance with Section 4.02, (3) furnish appropriate endorsements and transfer documents in blank if required by the Company, (4) pay any transfer or similar tax if required by applicable law and (5) pay any interest to the extent required by Section 12.01. The date on which the Holder satisfies all those these requirements is the conversion date (the "Conversion ---------- Date"). Within two Business Days following the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common StockAs soon as practicable, the Company shall deliver to the Holder no later than the seventh Business Day following the Conversion Date a certificate for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of a check for the amount representing any fractional share determined share. A conversion pursuant to this Section 10.03. Except as provided in Section 10.01, if the Company shall have notified the Holder that such Security 12.02 shall be paid in cash, the Company shall deliver deemed to have been made immediately prior to the Holder surrendering such Security the amount close of cash payable with respect to such Security business on the fifth Business Day following such Holder's Conversion Date. Except as provided in Section 10.01, the Company may not change its election with respect The Person or Persons entitled to the consideration to be delivered receive shares of Common Stock upon such conversion of a Security once the Company has notified the Holder in accordance with this paragraph. The person in whose name the certificate is registered shall be treated for all corporate purposes as a stockholder the holder or holders of record such shares of Common Stock as of the close of business on and after the Holder's Conversion Date; provided, however, that -------- ------- that no any such surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons entitled Persons in whose name or names the certificates are to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock issued as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, that but such conversion shall be at the Conversion Rate conversion price in effect -------- ------- on the date that such Security shall have been surrendered for conversion, as if the stock next succeeding day on which such transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facilityare open. No payment or adjustment will be made for dividends on any Common Stock except as provided in this Article X. On issued upon conversion of a Security, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 12.01) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 12.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) to the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock in exchange for the Security being converted pursuant to the terms hereof, and the fair market value of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereofNote. If the a Holder converts more than one Security Note at the same time, the number of full shares of Common Stock issuable upon the conversion shall be computed based on the total Principal Amount principal amount of the Securities Notes converted. Upon surrender of a Security Note that is converted in part, the Company shall execute, issue and the Trustee shall authenticate and deliver to for the Holder, Holder a new Security in an authorized denomination Note equal in Principal Amount principal amount to the unconverted portion of the Security surrenderedNote surrendered provided that such Note shall be in an authorized denomination. If the last day on which a Security Note may be converted is not a Legal Holiday in a place where the Conversion Agent is locatedBusiness Day, the Security Note may be surrendered to such Conversion Agent the Company on the next succeeding day that is not a Legal HolidayBusiness Day. In any case in which this Article 12 shall require that an adjustment be made retroactively immediately following a record date, the Company may defer (but only until 15 days after the adjustment becomes effective) issuing to the holder of any shares converted after such record date (i) the shares of Common Stock issuable upon such conversion over and above (ii) the shares of Common Stock issuable upon such conversion computed solely on the basis of the conversion price prior to such adjustment.

Conversion Procedure. To convert a Security Debenture, a Holder must -------------------- satisfy the requirements in paragraph 8 of the SecuritiesDebentures and (i) complete and manually sign the irrevocable conversion notice on the back of the Debenture and deliver such notice to the Conversion Agent, (ii) surrender the Debenture to the Conversion Agent, (iii) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (iv) pay any transfer or other tax, if required by Section 11.04 and (v) if the Debenture is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary's book entry conversion programs. The date on which the Holder satisfies all those of the foregoing requirements is the conversion date (the "Conversion ---------- DateCONVERSION DATE"). Within two Business Days following As soon as practicable after the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid Date and in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stockany event within five business days, the Company shall deliver to the Holder no later than the seventh Business Day following through the Conversion Date Agent either (i) a certificate for or (ii) a book-entry notation of the number of full whole shares of Common Stock issuable upon the conversion pursuant to Section 11.05 and cash in lieu of any fractional share determined pursuant to Section 10.03. Except as provided in Section 10.01, if the Company shall have notified the Holder that such Security shall be paid in cash, the Company shall deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraphshares. The person Person in whose name the certificate Debenture is registered shall be treated as deemed to be a stockholder of record on and after the Conversion Date; provided, however, -------- ------- that no surrender of a Security Debenture on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are openopen (subject to the provisions of the next paragraph of this Section 11.02); provided provided, further, that such conversion shall be at the Conversion Rate Price in effect -------- ------- on the date that such Security Debenture shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityDebenture, such person Person shall no longer be a Holder of such SecurityDebenture. Holders may surrender a Security In respect of any Debenture presented for conversion by means conversion, the Company may, at its option, in lieu of book entry delivery in accordance with paragraph 8 delivering shares of Common Stock, elect to pay the Holder surrendering such Debenture an amount of cash equal to the average of the Securities and last reported sale price for the regulations Common Stock for the five consecutive trading days immediately following (a) the date of delivery of the applicable book entry facility. No payment or adjustment will be made for dividends on any Common Stock except Company's notice of its election to deliver cash (as provided described in this Article X. On conversion of a Security, that portion of accrued Original Issue Discount (or interest, the next succeeding sentence) if the Company has exercised its option provided for in Section 12.01not given Notice of Redemption, or (b) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 12.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) to the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock in exchange for the Security being converted pursuant to the terms hereof, and the fair market value of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and in the balancecase of a conversion following a Notice of Redemption with respect to such Debenture, if anyspecifying that the Company intends to deliver cash upon conversion, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, either case multiplied by the number of shares of Common Stock issuable upon conversion of such Debenture on that date. The Company shall inform Holders of its election to deliver shares of Common Stock or to pay cash in lieu of the delivery of such shares by delivering an irrevocable written notice to the Trustee and the Paying Agent prior to the close of business on the second business day after the Conversion Date, unless it has already informed Holders of its election by delivering an irrevocable notice in connection with its optional redemption of the Debentures as set forth in Section 3.01 hereof. If the Company delivers only shares of Common Stock upon conversion, such shares shall be delivered through the Trustee no later than the fifth business day following the Conversion Date. If the Company elects to satisfy all or a portion of its obligation to deliver shares upon conversion in cash, the payment, including any delivery of Common Stock, will be made to Holders surrendering Debentures no latex than the tenth business day following the applicable Conversion Date; provided that if an Event of Default has occurred and is continuing, the Company shall not pay cash upon conversion of any Debentures (other than cash in lieu of fractional shares as set forth below). Accrued interest (including Contingent Interest, accrued Tax Original Issue Discount and Additional Amounts, if any) on a Debenture shall not be cancelled, extinguished or forfeited but rather shall, except as otherwise set forth herein, be deemed paid by an applicable portion of the Common Stock issued upon conversion of such Debenture. Except as set forth in the preceding sentence, no payment or adjustment will be made for accrued interest (including Contingent Interest or Additional Amounts, if any), on a converted Debenture or for dividends or distributions on shares of Common Stock issued upon conversion of a Debenture (provided that the shares of Common Stock received upon conversion of Debentures shall continue to accrue Additional Amounts, as applicable, in accordance with the Registration Rights Agreement and shall be entitled to receive, at the next Interest Payment Date, any accrued but unpaid Additional Amounts with respect to the converted Debentures), but if any Holder surrenders a Debenture for conversion between the record date for the payment of an installment of interest and the next Interest Payment Date, then, notwithstanding such conversion, the interest (including Contingent Interest or Additional Amounts, if any), payable on such Interest Payment Date shall be paid to the Holder of such Debenture on such Interest Payment Date. In such event, such Debenture, when surrendered for conversion, must be accompanied by delivery of a check payable to the Conversion Agent in an amount equal to the interest (including Contingent Interest or Additional Amounts, if any), payable on such Interest Payment Date on the portion so converted. If such payment does not accompany such Debenture, the Debenture shall not be converted; provided, however, that no such check shall be required if such Debenture has been called for redemption on a redemption date within the period between and including such record date and such Interest Payment Date, or if such Debenture is surrendered for conversion on the Interest Payment Date. If the Company defaults in the payment of interest (including Contingent Interest or Additional Amounts, if any), payable on the Interest Payment Date, the Conversion Agent shall repay such funds to the Holder. No fractional shares of Common Stock shall be issued upon conversion of Debentures. If more than one Debenture shall be surrendered for conversion at one time by the same holder, the number of full shares that shall be issuable upon conversion shall be computed on the basis of the aggregate principal amount of the Debentures (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share of Common Stock would be issuable upon the conversion of any Debenture or Debentures, the Company shall make a payment in lieu thereof in cash based on the total Principal Amount current Market Price of a share of Common Stock on the Securities convertedConversion Date. Upon surrender of a Security Debenture that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination Debenture equal in Principal Amount principal amount to the unconverted portion of the Security Debenture surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. To convert a Security Note a Holder must -------------------- satisfy the requirements set forth herein and in paragraph 8 of the SecuritiesNotes. The date on which the Holder satisfies all those requirements is the conversion date (the "Conversion ---------- Date"). Within two Business Days following the Conversion DateExcept as otherwise provided below, the Company ---- shall deliver to the Holder, Holder through the Conversion Agent, written notice Agent as soon as practicable after the Conversion Date a certificate for the number of whether such Security shall be converted into shares Shares issuable upon the conversion and cash in lieu of Common Stock or paid in cashany fractional Share determined pursuant to Section 11.03. If the Company shall have notified the Holder that all of such Security Note shall be converted into shares Common StockShares, the Company shall deliver to the Holder through the Conversion Agent no later than the seventh fifth Business Day following the Conversion Date a certificate for the number of full shares of Common Stock Shares issuable upon the conversion and cash in lieu of any fractional share Share determined pursuant to Section 10.0311.03. Except as provided in Section 10.01, if the Company shall have notified the Holder that such Security shall be paid in cash, the The Company shall deliver to the Holder surrendering such Security Note, together with a certificate for the number of Shares issuable upon the conversion the amount of cash payable with respect in lieu of any fractional Share determined pursuant to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraph11.03. The person Person in whose name the certificate representing the Shares issuable upon conversion is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, -------- ------- that no surrender of a Security Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Common Stock Shares upon such conversion as the record holder or holders of such shares of Common Stock Shares on such date, but such surrender shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock Shares as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, that such conversion shall be at the Conversion Rate in effect -------- ------- on the date that such Security Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityNote, such person Person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities Note and the regulations of the applicable book entry facilitysuch Note shall be cancelled and no longer Outstanding. No payment or adjustment will be made for dividends on on, or other distributions with respect to, any Common Stock Shares except as provided in this Article X. 11. On conversion of a SecurityNote, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 12.01) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 12.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) to through the Conversion Date with respect to the converted Security Note shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock Shares (together with the cash payment, if any, in lieu of fractional Shares) in exchange for the Security Note being converted pursuant to the terms provisions hereof, ; and the fair market value of such Common Stock Shares (together with any such cash payment in lieu of fractional shares of Common StockShares) shall be treated as issueddelivered pro rata, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such the fair market value of such shares of Common Stock (and any such cash payment) Shares shall be treated as issued delivered in exchange for the Issue Price of the Security Note being converted pursuant to the provisions hereof. As of the Conversion Date, Contingent Interest, if any, and Liquidated Damages, if any, shall cease to accrue on such Note. If the Holder converts more than one Security Note at the same time, the number of shares Shares issuable or the amount of Common Stock issuable cash paid upon the conversion shall be computed based on the total Principal Amount at Maturity of the Securities Notes converted. If the last day on which a Note may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Note may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday. Upon surrender of a Security Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security Note in an authorized denomination equal in Principal Amount at Maturity to the unconverted portion of the Security Note surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. To convert a Security a Holder ----------------------------------- must -------------------- satisfy the requirements in paragraph 8 of the Securities. The date on which the Holder satisfies all those requirements is the conversion date (the "Conversion ---------- Date"). Within two Business Days following As soon as practicable after the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stock, the Company shall deliver to the Holder no later than the seventh Business Day following the Conversion Date a certificate for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 10.03. Except as provided in Section 10.01, if the Company shall have notified the Holder that such Security shall be paid in cash, the Company shall deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraph11.03. The person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, -------- ------- that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, that such conversion shall be at the Conversion Rate in effect -------- ------- on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facility. No payment or adjustment will be made for dividends on on, or other distributions with respect to, any Common Stock except as provided in this Article X. 11. On conversion of a Security, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 12.0110.01) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 12.0110.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) to of the Security through the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the terms provisions hereof, ; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares of Common Stockshares) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 10.01) accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be computed based on the total Principal Amount at Maturity of the Securities converted. If the last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in Principal Amount at Maturity to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. To convert a Security Debenture, after the Scheme II Effective Date, a Holder must -------------------- satisfy the requirements in paragraph 8 of the SecuritiesDebentures and (i) complete and manually sign the irrevocable conversion notice on the back of the Debenture and deliver such notice to the Conversion Agent, (ii) surrender the Debenture to the Conversion Agent, (iii) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (iv) pay any transfer or other tax, if required by Section 11C.04 and (v) if the Debenture is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary’s book-entry conversion programs. The After the Scheme II Effective Date, the date on which the Holder satisfies all those of the foregoing requirements is the conversion date (the "“Conversion ---------- Date"). Within two Business Days following .” As soon as practicable after the Conversion DateDate and in any event within five Business Days, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stock, the Company (a) New WPP shall deliver to the Holder no later than the seventh Business Day following the Conversion Date either a certificate for receipt or a book entry notation of the number of full shares of Common Stock whole New WPP ADSs issuable upon the conversion pursuant to Section 11C.05, (b) the Company, WPP, WPP Holdings and/or the WPP UK Partnership Partners shall pay to the Holder through the Conversion Agent the aggregate Cash Conversion Amount payable upon such conversion and (c) the Company, WPP, WPP Holdings and/or the WPP UK Partnership Partners shall pay to the Holder through the Conversion Agent cash in lieu of any fractional share determined pursuant to Section 10.03New WPP ADSs. Except as provided in Section 10.01, if After the Company shall have notified the Holder that such Security shall be paid in cashScheme II Effective Date, the Company shall deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraph. The person Person in whose name the certificate Debenture is registered shall be treated as deemed to be a stockholder holder on the Conversion Date of record the New WPP ADSs for which the Debenture is converted on and after the such Conversion Date; provided, however, -------- ------- that no surrender of a Security Debenture on any date when the stock transfer books of relating to the Company New WPP ADSs shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Common Stock New WPP ADSs upon such conversion as the record registered holder or holders of such shares of Common Stock New WPP ADSs on such date, but such surrender shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock New WPP ADSs as the record registered holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided provided, further, that such conversion shall be at the Conversion Rate Price in effect -------- ------- on the date that such Security Debenture shall have been surrendered for conversion, as if the stock such transfer books of the Company had not been closed. Upon conversion of a SecurityDebenture, such person Person shall no longer be a Holder of such SecurityDebenture. Holders may surrender Accrued interest (including Contingent Interest, accrued Tax Original Issue Discount and Additional Amounts, if any) on a Security for conversion Debenture shall not be cancelled, extinguished or forfeited but rather shall, except as otherwise set forth herein, be deemed paid by means of book entry delivery in accordance with paragraph 8 an applicable portion of the Securities and New WPP ADSs issued upon conversion of such Debenture. Except as set forth in the regulations of the applicable book entry facility. No preceding sentence, no payment or adjustment will be made for accrued interest (including Contingent Interest or Additional Amounts, if any) on a converted Debenture or for dividends or distributions on any Common Stock except as provided in this Article X. On New WPP ADSs issued upon conversion of a SecurityDebenture (provided that the New WPP ADSs received upon conversion of Debentures shall continue to accrue Additional Amounts, that portion of as applicable, in accordance with the Registration Rights Agreement and shall be entitled to receive, at the next Interest Payment Date, any accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 12.01) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 12.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) to the Conversion Date but unpaid Additional Amounts with respect to the converted Security Debentures), but if any Holder surrenders a Debenture for conversion between the record date for the payment of an installment of interest and the next Interest Payment Date, then, notwithstanding such conversion, the interest (including Contingent Interest or Additional Amounts, if any), payable on such Interest Payment Date shall be paid to the Holder of such Debenture on such Interest Payment Date. In such event, such Debenture, when surrendered for conversion, must be accompanied by delivery of a check payable to the Conversion Agent in an amount equal to the interest (including Contingent Interest or Additional Amounts, if any), payable on such Interest Payment Date on the portion so converted. If such payment does not accompany such Debenture, the Debenture shall not be cancelledconverted; provided, extinguished or forfeitedhowever, but rather that no such check shall be deemed to be paid in full to required if such Debenture has been called for redemption on a redemption date within the Holder thereof through delivery of the Common Stock in exchange for the Security being converted pursuant to the terms hereof, period between and the fair market value of including such Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion record date and such Interest Payment Date, and or if such Debenture is surrendered for conversion on the balanceInterest Payment Date. If the Company defaults in the payment of interest (including Contingent Interest or Additional Amounts, if any) payable on the Interest Payment Date, of the Conversion Agent shall repay such fair market value of such shares of Common Stock (and any such cash payment) funds to the Holder. No fractional New WPP ADSs shall be treated as issued in exchange for the Issue Price upon conversion of the Security being converted pursuant to the provisions hereofDebentures. If the Holder converts more than one Security Debenture shall be surrendered for conversion at one time by the same timeHolder, the number of shares full New WPP ADSs that shall be issuable upon conversion shall be computed on the basis of Common Stock the aggregate principal amount of the Debentures (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional New WPP ADS would be issuable upon the conversion of any Debenture or Debentures, the Company, WPP, WPP Holdings and/or the WPP UK Partnership Partners shall be computed make a payment in lieu thereof in cash based on the total Principal Amount current New WPP Market Price of a New WPP ADSs on the Securities convertedConversion Date in addition to the Cash Conversion Amount. Upon surrender of a Security Debenture that is converted in part, the Company Company, WPP, WPP Holdings and/or the WPP UK Partnership Partners shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination Debenture equal in Principal Amount principal amount to the unconverted portion of the Security Debenture surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. To convert a Security Note, a Holder must -------------------- satisfy the requirements set forth in paragraph 8 Paragraph 6 of the SecuritiesNotes. The date first Business Day on which the Holder satisfies all those requirements and delivers an irrevocable conversion notice together with such Holder’s Notes for conversion is the conversion date (the "“Conversion ---------- Date"”). Within two Business Days following the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stock, the Company shall deliver to the Holder no later than the seventh Business Day following the Conversion Date a certificate for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 10.03. Except as provided in Section 10.01, if the Company shall have notified the Holder that such Security shall be paid in cash, the Company shall deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraph. The person Person in whose name the certificate is registered shall be treated as a stockholder shareholder of record as of the Close of Business on and after the Conversion Date; provided, however, -------- ------- that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, that such conversion shall be at the Conversion Rate in effect -------- ------- on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityNote in its entirety, such person Person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facilityNote. No payment or adjustment will be made for dividends on on, or other distributions with respect to, any shares of Common Stock except as provided in this Article X. On 4. Upon conversion of a SecurityNote, that portion of accrued Original Issue Discount and unpaid interest (or interestincluding Additional Interest), if the Company has exercised its option provided for in Section 12.01) attributable to the period from the Issue Date (orany, if the Company has exercised the option provided for in Section 12.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) to through the Conversion Date with respect to the converted Security Note shall not be cancelled, extinguished or forfeited, but rather rather, subject to the provisions in Paragraph 1 of the Notes, shall be deemed to be paid in full to the Holder thereof through delivery shares of the Common Stock in exchange for the Security being converted pursuant to the terms hereof, and the fair market value of such Common Stock (together with any the cash payment payment, if any, in lieu of fractional shares of Common Stockshares) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security Note being converted pursuant to the provisions hereof. The Company will not adjust the Conversion Rate to account for accrued interest, if any. Holders of Notes on the Close of Business on a regular Record Date will receive payment of interest on the corresponding Interest Payment Date notwithstanding the conversion of such Notes at any time after the Close of Business on such regular Record Date. If the last day on which a Note may be converted is not a Business Day, the Note may be surrendered on the next succeeding Business Day. If the Holder converts more than one Security Note at the same time, the number of shares of Common Stock issuable upon the conversion and the amount of any cash paid in lieu of fractional shares shall be computed based on the total Principal Amount principal amount of the Securities Notes converted. Upon surrender of a Security Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security Note in an authorized denomination equal in Principal Amount principal amount to the unconverted portion of the Security Note surrendered. If , or in the last day on which case of a Security may be converted is a Legal Holiday in a place where the Conversion Agent is locatedGlobal Note, the Security may be surrendered Company shall instruct the Registrar to decrease such Conversion Agent on Global Note by the next succeeding day that is not a Legal Holidayprincipal amount of the converted portion of the Note surrendered.

Conversion Procedure. To convert In order to exercise its conversion right, a Security Lender shall provide written notice to the Borrower (a Holder must -------------------- satisfy “Conversion Notice”), specifying the requirements in paragraph 8 Loans to be converted, the name and address of the SecuritiesPerson entitled to receive the applicable Loan Shares and any other relevant details, and shall surrender the certificate or certificates representing the applicable Loans to be converted. The Conversion Price shall be determined as of the date on which of the Holder satisfies all those requirements is Conversion Notice and the conversion will be deemed to have been completed immediately prior to the close of business on the date of the applicable Conversion Notice (the "“Conversion ---------- Date"”). Within two The Borrower will promptly thereafter (but in any event within five (5) Business Days following Days), upon the receipt of the Conversion DateNotice, the Company ---- Borrower shall deliver execute, and shall deliver, to the Holder, through address as specified in the Conversion AgentNotice, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stock, the Company shall deliver to the Holder no later than the seventh Business Day following the Conversion Date a certificate registered in the name of the converting holder or its designee, for the number of full shares of Borrower Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant Shares to Section 10.03. Except as provided in Section 10.01, if the Company shall have notified the Holder that which such Security holder shall be paid in cash, the Company shall deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraphentitled. The person Person or Persons in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, -------- ------- that no surrender of a Security on or names any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Loan Shares or persons entitled to receive the shares of Common Stock other securities issuable upon such conversion shall be entered in the Register of Members as the record holder or holders of record of such shares Loan Shares or other securities at such time on such date and such conversion shall be at the Conversion Price in effect at such time, unless the Register of Common Stock Members shall be closed on such date, but in which event such surrender Person or Persons shall be effective to constitute entered in the person or persons entitled to receive such shares Register of Common Stock Members as the record holder or holders thereof for all purposes of record of such Loan Shares or other securities at the close of business on the next succeeding day on which such stock transfer books are Register of Members is open; provided further, that and such conversion shall be at the Conversion Rate Price in effect -------- ------- on the date that such Security shall have been surrendered for conversion, as if Register of Members is open. The Person entitled to receive the stock transfer books of the Company had not been closed. Upon Borrower Common Shares issuable upon such conversion of a Security, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facility. No payment or adjustment will be made for dividends on any Common Stock except as provided in this Article X. On conversion of a Security, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 12.01) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 12.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) to the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock in exchange for the Security being converted pursuant to the terms hereof, and the fair market value of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for record holder of such Borrower Common Shares as of the Original Issue Discount accrued through the applicable Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be computed based on the total Principal Amount of the Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in Principal Amount to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. To convert a Security Security, a Holder must -------------------- satisfy the requirements in paragraph 8 9 of the Securities. The date on which the Holder satisfies all those requirements is the conversion date (the "Conversion ---------- Date"). Within two The Conversion Agent shall notify the Company of the Conversion Date within one Business Days following Day of the Conversion Date, the . The Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If on the Company shall have notified the Holder that such Security shall be converted into shares Common Stock, the Company shall deliver to the Holder no later than the seventh Business Day third trading day following the Conversion Date final trading day of the relevant Cash Settlement Averaging Period, cash and, if applicable, a certificate for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 10.03. Except as provided in Section 10.01, if the Company shall have notified the Holder that such Security shall be paid in cash, the Company shall deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraph. The person Person in whose name the certificate representing such shares is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, -------- ------- that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, that such conversion shall be at the Conversion Rate in effect -------- ------- on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facility. No payment or adjustment will be made for accrued interest or dividends on on, or other distributions with respect to, any Common Stock except as provided in this Article X. 10. On conversion of a Security, (i) that portion of Accrued Original Issue Discount attributable to the period from September 11, 2006 to, but excluding, the Conversion Date, (ii) original issue discount, as imputed for United States federal income tax purposes pursuant to Section 1.1275-4(b) of the Treasury Regulations and (iii) (except as provided below) that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 12.01) Contingent Cash Interest attributable to the period from the Issue last Contingent Cash Interest Payment Date (oror September 11, 2006, if the Company such date has exercised the option provided for in Section 12.01, the later of not occurred) (x) the date of such exercise and (y) the date on which interest was last paid"Contingent Cash Interest Payment Date") to but excluding the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the terms provisions hereof, ; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares of Common Stockshares) shall be treated as issueddelivered pro rata, to the extent thereof, first in exchange for the (i) Accrued Original Issue Discount to, but excluding the Conversion Date, (ii) original issue discount, as imputed for United States federal income tax purposes pursuant to Section 1.1275-4(b) of the Treasury Regulations and (iii) accrued through Contingent Cash Interest to, but excluding, the Conversion Date, and the balance, if any, of such cash and/or the fair market value of such shares of Common Stock (and together with any such cash paymentpayment in lieu of fractional shares) shall be treated as issued delivered in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued but unpaid Contingent Cash Interest will be payable upon conversion of Securities made concurrently with or after acceleration of Securities following an Event of Default. If the Holder converts more than one Security at the same time, the cash and number of shares of Common Stock Stock, if any, issuable upon the conversion shall be computed based on the total Principal Amount at Maturity of the Securities converted. A Security surrendered for conversion by a Holder during the period from the close of business on any Common Stock Record Date to the opening of business on the next Contingent Cash Interest Payment Date must be accompanied by payment of an amount equal to the Contingent Cash Interest that the Holder is to receive on the Securities surrendered for conversion, unless the Company has provided such Holder with a notice of redemption with respect to such Securities pursuant to Section 3.03 herein, in which case no such payment shall be made. If the last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in Principal Amount at Maturity to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. To convert a Security Convertible Security, a Holder must -------------------- satisfy the requirements that will be set forth in paragraph 8 of the SecuritiesConvertible Securities or a supplemental indenture. The date on which the Holder satisfies all those requirements is the conversion date (the "Conversion ---------- Date"). Within two Business Days following As soon as practicable after the Conversion Date, the Company ---- shall deliver or cause to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stock, the Company shall deliver delivered to the Holder no later than the seventh Business Day following the Conversion Date a certificate for the number of full whole shares of Common Class A Subordinate Voting Stock issuable upon the conversion and cash in lieu of a check for any fractional share determined pursuant to Section 10.03. Except as provided in Section 10.01, if the Company shall have notified the Holder that such Security shall be paid in cash, the Company shall deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraph12.04 hereof. The person Person in whose name the certificate is registered shall be treated as a become the stockholder of record on and after the Conversion DateDate and, as of such date, such Person's rights as a Holder shall cease; provided, however, -------- ------- that no surrender of a Convertible Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons Person entitled to receive the shares of Common Class A Subordinate Voting Stock upon such conversion as the stockholder of record holder or holders of such shares of Common Class A Subordinate Voting Stock on such date, but such surrender shall be effective to constitute the person or persons Person entitled to receive such shares of Common Class A Subordinate Voting Stock as the stockholder of record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, however, that such conversion shall be at the Conversion Rate Price in effect -------- ------- on the date that such Convertible Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion For the avoidance of doubt, the Conversion Agent shall not have a Security, such person shall no longer be a Holder duty to convert or deliver shares of such Security. Holders may surrender a Security for conversion by means Class A Subordinate Voting Stock; provided that the Conversion Agent is not the Company or any of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facilityits Subsidiaries. No payment or other adjustment will shall be made for accrued interest or dividends or distributions on any Common Class A Subordinate Voting Stock issued upon conversion of the Convertible Securities. If any Convertible Securities are converted during any period after the close of business on any record date for the payment of an installment of interest but before the opening of business on the next Interest Payment Date, interest for such Convertible Securities will be paid on the next Interest Payment Date, notwithstanding such conversion, to the Holders of such Convertible Securities. Any Convertible Securities that are, however, delivered to the Company for conversion during the period after any record date but before the opening of business on the next Interest Payment Date must, except as provided described in this Article X. On conversion the next sentence, be accompanied by funds equal to the interest payable on such Interest Payment Date on the principal amount of a Security, that portion of accrued Original Issue Discount (or interest, if Convertible Securities being converted. If the Company has exercised its option provided issued a redemption notice or made a Change in Control Offer with respect to the Convertible Securities during that period from the close of business on a record date and ending on the opening of business on the first Business Day after the next Interest Payment Date (or if such Interest Payment Date is not a Business Day, the second Business Day after the Interest Payment Date) and the Holders surrender the Convertible Securities or portions thereof for in Section 12.01) attributable to conversion on a date that is not an Interest Payment Date, Holders shall receive interest for the period from the Issue Interest Payment Date (or, if the Company has exercised the option provided for in Section 12.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) to next preceding the Conversion Date with respect to the converted Security (it being understood that such Holders that surrender Convertible Securities or portions thereof for conversion following any redemption notice or Change in Control Offer shall not be cancelled, extinguished or forfeited, but rather shall be deemed required to be paid pay such funds as described in full to the Holder thereof through delivery third sentence of the Common Stock in exchange for the Security being converted pursuant to the terms hereof, and the fair market value of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereofthis paragraph). If the a Holder converts more than one Convertible Security at the same time, the number of whole shares of Common Class A Subordinate Voting Stock issuable upon the conversion shall be computed based on the total Principal Amount principal amount of the Convertible Securities converted. Upon surrender of a Convertible Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to for the Holder, Holder a new Convertible Security in an authorized denomination equal in Principal Amount principal amount to the unconverted portion of the Convertible Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. To convert a Security a Holder must -------------------- satisfy the requirements in paragraph 8 of the Securities. The date on which the Holder satisfies all those requirements is the conversion date (the "Conversion ---------- Date"). Within two As soon as practicable after the Conversion Date but in any event no later than the seventh Business Days Day following the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stock, the Company shall deliver to the Holder no later than the seventh Business Day following the Conversion Date a certificate for the number of full shares of Class B Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 10.03. Except as provided in Section 10.01, if the Company shall have notified the Holder that such Security shall be paid in cash, the Company shall deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraph11.03. The person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, -------- ------- that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Class B Common Stock upon such conversion as the record holder or holders of such shares of Class B Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Class B Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, that such conversion shall be at the Conversion Rate in effect -------- ------- on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facility. No payment or adjustment will be made for dividends on on, or other distributions with respect to, any Class B Common Stock except as provided in this Article X. 11. On conversion of a Security, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 12.0110.01) or (except as provided below) accrued cash interest attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 12.0110.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) to of the Security or the date on which interest was last paid through the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Class B Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the terms provisions hereof, ; and the fair market value of such shares of Class B Common Stock (together with any such cash payment in lieu of fractional shares of Common Stockshares) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 10.01) and cash interest accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Class B Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued but unpaid cash interest will be payable upon conversion of Securities made concurrently with or after acceleration of Securities following an Event of Default. If the Holder converts more than one Security at the same time, the number of shares of Class B Common Stock issuable upon the conversion shall be computed based on the total Principal Amount at Maturity of the Securities converted. If the last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in Principal Amount at Maturity to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. To convert a Security Security, a Holder must -------------------- satisfy (a) complete and manually sign the requirements in paragraph 8 conversion notice on the back of the SecuritiesSecurity or facsimile of the conversion notice and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any funds related to interest, if required to be paid by such Holder under this Section 4.2 and pay any transfer or similar tax, if required to be paid by such Holder under Section 4.4. The date on which the Holder satisfies all of those requirements is the conversion date (the "“Conversion ---------- Date"). Within two Business Days following .” As soon as reasonably practicable after the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stock, the Company Issuer shall deliver to the Holder no later than the seventh Business Day following the through a Conversion Date Agent a certificate for the number of full whole shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined shares pursuant to Section 10.034.3. Except as provided in Section 10.01, if the Company shall have notified the Holder that such Security shall be paid in cash, the Company shall deliver Anything herein to the Holder surrendering such Security contrary notwithstanding, in the amount case of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01Global Securities, the Company conversion notices may not change its election with respect to the consideration to be delivered upon and such Securities may be surrendered for conversion of a Security once the Company has notified the Holder in accordance with this paragraphthe Applicable Procedures as in effect from time to time. The person in whose name the Common Stock certificate is registered shall be treated as deemed to be a stockholder of record on and after the Conversion Date; provided, however, -------- ------- that no surrender of a Security on any date when the stock transfer books of the Company Issuer shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided provided, further, that such conversion shall be at the Conversion Rate Price in effect -------- ------- on the date that such Security shall have been surrendered for conversion, Conversion Date as if the stock transfer books of the Company Issuer had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facility. No payment or adjustment will be made for dividends or distributions on any shares of Common Stock except as provided in this Article X. On issued upon conversion of a Security, that portion of accrued Original Issue Discount . Securities so surrendered for conversion (in whole or interest, if the Company has exercised its option provided for in Section 12.01part) attributable to during the period from the Issue Date (orclose of business on any regular record date to the opening of business on the next succeeding interest payment date shall also be accompanied by payment in funds acceptable to the Issuer of an amount equal to the interest payable on such interest payment date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Issuer; provided, however, that if the Company has exercised Issuer specifies a Change of Control Purchase Date during the option provided for in Section 12.01period that is after the record date but prior to the corresponding interest payment date, and such Holder elects to convert those Securities, the later of (x) the date of Holder will not be required to pay such exercise and (y) the date on which interest was last paid) funds to the Conversion Date with respect to Issuer at the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to time the Holder thereof through delivery of the Common Stock surrenders those Securities for conversion. Except as otherwise provided in exchange this Section 4.2, no payment or adjustment will be made for the Security being converted pursuant to the terms hereof, accrued and the fair market value of such Common Stock unpaid interest (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balanceincluding Additional Interest), if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being on a converted pursuant to the provisions hereofSecurity. If the Holder converts more than one Security at Issuer defaults in the same timepayment of accrued and unpaid interest (including Additional Interest), if any, payable on such interest payment date, the number of shares of Common Stock issuable upon the conversion Issuer shall be computed based on the total Principal Amount of the Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in Principal Amount to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered promptly repay such funds to such Conversion Agent on the next succeeding day that is not a Legal HolidayHolder.

Conversion Procedure. To convert a Security Note a Holder must -------------------- satisfy the requirements in paragraph 8 of the SecuritiesNotes. The date on which the Holder satisfies all those requirements is the conversion date (the "Conversion ---------- Date"). Within two As soon as practicable after the Conversion Date but in any event no later than the seventh Business Days Day following the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stock, the Company shall deliver to the Holder no later than the seventh Business Day following the Conversion Date a certificate for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 10.03. Except as provided in Section 10.01, if the Company shall have notified the Holder that such Security shall be paid in cash, the Company shall deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraph5.03. The person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; providedPROVIDED, howeverHOWEVER, -------- ------- that no surrender of a Security Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, that such conversion shall be at the Conversion Rate in effect -------- ------- on the date that such Security Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityNote, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facilityNote. No payment or adjustment will be made for dividends on on, or other distributions with respect to, any Common Stock except as provided in this Article X. 5. On conversion of a SecurityNote, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 12.014.01) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 12.014.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) to of the Note through the Conversion Date with respect to the converted Security Note shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security Note being converted pursuant to the terms provisions hereof, ; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares of Common Stockshares) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 4.01) accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security Note being converted pursuant to the provisions hereof. If the Holder converts more than one Security Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be computed based on the total Principal Amount at Maturity of the Securities Notes converted. If the last day on which a Note may be converted is a Legal Holiday, the Note may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of a Security Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security Note in an authorized denomination equal in Principal Amount at Maturity to the unconverted portion of the Security Note surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. To convert a Security Security, a Holder must -------------------- satisfy (a) complete and manually sign the requirements in paragraph 8 conversion notice on the back of the SecuritiesSecurity and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the conversion date (the "Conversion ---------- Date"). Within two Business Days following ." As soon as practicable after the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stock, the Company shall deliver to the Holder no later than the seventh Business Day following the through a Conversion Date Agent a certificate for the number of full whole shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined shares pursuant to Section 10.034.3. Except as provided in Section 10.01, if the Company shall have notified the Holder that such Security shall be paid in cash, the Company shall deliver Anything herein to the Holder surrendering such Security contrary notwithstanding, in the amount case of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01global Securities, the Company conversion notices may not change its election with respect to the consideration to be delivered upon and such Securities may be surrendered for conversion of a Security once the Company has notified the Holder in accordance with this paragraphthe applicable procedures of the Depositary as in effect from time to time. The person in whose name the Common Stock certificate is registered shall be treated as deemed to be a stockholder shareholder of record on and after the Conversion Date; provided, however, -------- ------- that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided provided, further, that such conversion shall be at the Conversion Rate Price in effect -------- ------- on the date that such Security shall have been surrendered for conversion, Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facility. No payment or adjustment will be made for dividends or distributions on any shares of Common Stock except as provided in this Article X. On issued upon conversion of a Security. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted Security; provided, however, that portion interest accrued to but excluding December 6, 2001 shall be paid on any Security called for redemption pursuant to Article 3 and surrendered for conversion pursuant to this Article 4 on or before the close of business on the Business Day immediately preceding December 6, 2001 (with interest accrued Original Issue Discount (or interestfrom and including December 1, if the Company has exercised its option provided for in Section 12.01) attributable 2001 through and including December 6, 2001 being paid to the period from Holder surrendering such Security for conversion). If any Holder surrenders a Security for conversion after the Issue Date (orclose of business on the record date for the payment of an installment of interest and before the close of business on the related interest payment date, if the Company has exercised the option provided for in Section 12.01then, notwithstanding such conversion, the later interest payable on such interest payment date shall be paid to the Holder in whose name such Security was registered at the close of business on such record date; and, in such event, unless such Security has been called for redemption, such Security, when surrendered for conversion, must be accompanied by delivery by such Holder of payment (x) which may be in the date form of such exercise and (y) the date on which interest was last paid) a check or draft payable to the Conversion Date with respect Agent) in an amount equal to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to interest payable on such interest payment date on the Holder thereof through delivery of the Common Stock in exchange for the Security being converted pursuant to the terms hereof, and the fair market value principal amount of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereofor portion thereof so converted. If the Holder converts more than one Security at Company defaults in the same time, the number payment of shares of Common Stock issuable upon the conversion shall be computed based on the total Principal Amount of the Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in Principal Amount to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.interest

Conversion Procedure. To convert a Security Note, a Holder holder must -------------------- satisfy the requirements in paragraph 8 13 of the SecuritiesNotes. The date on which the Holder holder satisfies all of those requirements is the conversion date (the "Conversion ---------- DateCONVERSION DATE"). Within two Business Days following As soon as practicable after the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stock, the Company shall deliver to the Holder no later than the seventh Business Day following through the Conversion Date Agent a certificate for the number of full whole shares of Common Stock issuable upon the conversion and cash in lieu of a check for any fractional share determined pursuant to Section 10.03. Except as provided in Section 10.01, if the Company shall have notified the Holder that such Security shall be paid in cash, the Company shall deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraph5.03 hereof. The person Person in whose name the certificate is registered shall be treated as a become the stockholder of record on and after the Conversion DateDate and, as of such date, such Person's rights as a Holder shall cease; provided, however, -------- ------- that no surrender of a Security Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons Person entitled to receive the shares of Common Stock upon such conversion as the stockholder of record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons Person entitled to receive such shares of Common Stock as the stockholder of record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, however, that such conversion shall be at the Conversion Rate Price in effect -------- ------- on the date that such Security Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facility. No payment or adjustment will be made for dividends on any Common Stock except as provided in this Article X. On conversion of a Security, that portion of accrued Original Issue Discount (and unpaid interest or interest, if the Company has exercised its option provided for in Section 12.01) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 12.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) to the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock in exchange for the Security being converted pursuant to the terms hereof, and the fair market value of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balanceLiquidated Damages, if any, of such fair market value of such on a converted Note or for dividends or distributions on shares of Common Stock (and issued upon conversion of a Note, but if any such cash payment) shall be treated as issued in exchange holder surrenders a Note for conversion after the close of business on the record date for the Issue Price payment of the Security being converted pursuant an installment of interest and prior to the provisions hereof. opening of business on the next interest payment date, then, notwithstanding such conversion, If the Holder a holder converts more than one Security Note at the same time, the number of whole shares of Common Stock issuable upon the conversion shall be computed based on the total Principal Amount principal amount of the Securities Notes converted. Upon surrender of a Security Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to for the Holder, holder a new Security in an authorized denomination Note equal in Principal Amount principal amount to the unconverted portion of the Security Note surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. To convert a Security Note represented by a Holder Global Note, a Noteholder must -------------------- satisfy convert by book-entry transfer to the requirements in paragraph 8 Conversion Agent through the facilities of the SecuritiesDTC. To convert a Note that is represented by a Certificated Note, a Noteholder must (1) complete and manually sign a Conversion Notice, a form of which is on the back of the Note, and deliver such Conversion Notice to the Conversion Agent, (2) surrender the Note to the Conversion Agent, (3) if required by the Conversion Agent, furnish appropriate endorsement and transfer documents, and (4) if required, pay all transfer or similar taxes. The date on which the Holder satisfies all those requirements is the conversion date Conversion Agent shall, within one (the "Conversion ---------- Date"). Within two 1) Business Days following the Day of any Conversion Date, provide notice to the Company, as set forth in Section 12.03, of the occurrence of such Conversion Date. As promptly as practicable following the end of the Conversion Reference Period applicable to the Notes being converted, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common StockRequired Cash Amount and Remaining Shares, the Company shall deliver to the Holder no later than the seventh Business Day following the Conversion Date a certificate for the number of full shares of Common Stock issuable upon the conversion and cash if any (including Cash in lieu of any fractional share determined Remaining Shares pursuant to Section 10.03. Except as provided 10.01 hereof and Cash in lieu of fractional shares pursuant to Section 10.01, if the Company shall have notified the Holder that such Security shall be paid in cash, the Company shall deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraph10.03 hereof). The person in whose name the certificate representing any shares is registered shall be treated as a stockholder of record on and after the last Trading Day of the Conversion DateReference Period; provided, however, -------- ------- that no surrender of a Security Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock Remaining Shares upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close Close of business Business on the next succeeding day on which such stock transfer books are open; provided further, that such conversion shall be at the Conversion Rate in effect -------- ------- on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityNote, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facilityNote. No payment or adjustment will be made for dividends on on, or other distributions with respect to, any Common Stock except as provided in this Article X. On 10. Upon conversion of a SecurityNote, that portion a Noteholder will not receive, except as described below, any Cash payment representing accrued interest. Instead, accrued interest will be deemed paid by the Cash and/or shares of accrued Original Issue Discount (or interestcommon stock, if any, received by the Company has exercised its option provided for in Section 12.01) attributable Noteholder upon conversion. Delivery to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 12.01, the later of (x) the date Noteholder of such exercise Cash and/or shares of Common Stock will thus be deemed (1) to satisfy the Company's obligation to pay the principal amount of a Note, and (y) the date on which interest was last paid2) to satisfy the Conversion Date with respect Company's obligation to pay accrued and unpaid interest on the converted Security shall not be Note. As a result, upon conversion of a Note, accrued and unpaid interest on such Note is deemed paid in full rather than cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full . Holders of Notes surrendered for conversion during the period from the Close of Business on any Regular Record Date next preceding any Interest Payment Date to the Holder thereof through delivery opening of business of such Interest Payment Date will receive the Common Stock in exchange for semiannual interest payable on such Notes on the Security being converted pursuant corresponding Interest Payment Date notwithstanding the conversion, and such Notes upon surrender must be accompanied by funds equal to the terms hereof, and the fair market value amount of such Common Stock payment; provided that no such payment need be made (together x) in connection with any cash payment in lieu of fractional shares of Common Stockconversion following the Regular Record Date immediately preceding the Maturity Date, (y) shall be treated as issued, if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date or (z) to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balanceof any Defaulted Interest, if any, any Defaulted Interest exists at the time of conversion with respect to such fair market value Note. The Company shall not be required to convert any Notes that are surrendered for conversion without payment of such shares of Common Stock (and any such cash payment) shall be treated interest as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereofrequired by this paragraph. If the Holder converts more than one Security Note at the same time, the number Required Cash Amount and the Remaining Shares, if any (together with the Cash payment, if any, in lieu of shares of Common Stock issuable upon the conversion fractional shares) shall be computed based on the total Principal Amount principal amount of the Securities Notes converted. If the last day on which a Note may be converted is a Legal Holiday, the Note may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of a Security Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security Note in an authorized denomination equal in Principal Amount principal amount to the unconverted portion of the Security Note surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. To convert a Security a Holder must -------------------- satisfy In connection with the requirements in paragraph 8 exercise of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder of the Securities. The date on Preferred Shares shall complete, sign and furnish to the Transfer Agent, with a copy to the Company, a Notice of Conversion in the form attached hereto as Annex V, which shall be deemed to satisfy all requirements of the Holder satisfies all those requirements is the conversion date Statement of Rights (the a "Conversion ---------- DateNotice"). Within two Business Days following As set forth in Section 7(c)(3) of the Statement of Rights, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number of Common Shares stated in the applicable Conversion DateNotice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of the conversion price or other information set forth in the applicable Conversion Notice, the Company ---- shall deliver have the right immediately to notify the converting holder of such error (with a copy of such notice given to the HolderTransfer Agent by facsimile), through which notice shall state the Conversion Agent, written notice of whether such Security shall be converted into shares number of Common Stock or paid Shares in cashdispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Holder that Transfer Agent of any such Security error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall be converted into shares Common Stockinstruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall deliver instruct the Transfer Agent to issue to the Holder no later than converting holder any additional Common Shares to which such holder is entitled based on the seventh determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Day following Days after the applicable Conversion Date a certificate for Notice is given to the number Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full shares of compliance with the Company's unqualified obligation that all Common Stock Shares issuable upon on such conversion be issued by the conversion and cash in lieu of any fractional share determined pursuant to Section 10.03. Except due date therefor as provided in Section 10.01, if the Company shall have notified the Holder that such Security shall be paid in cash, the Company shall deliver to the Holder surrendering such Security the amount Statement of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraph. The person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, -------- ------- that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, that such conversion shall be at the Conversion Rate in effect -------- ------- on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facility. No payment or adjustment will be made for dividends on any Common Stock except as provided in this Article X. On conversion of a Security, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 12.01) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 12.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) to the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock in exchange for the Security being converted pursuant to the terms hereof, and the fair market value of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be computed based on the total Principal Amount of the Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in Principal Amount to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal HolidayRights.

Conversion Procedure. To convert a Security (to the extent that a Conversion Termination has not occurred pursuant to the provisions of Section 4.2 of this Indenture), a Holder must -------------------- satisfy (a) complete and manually sign the requirements in paragraph 8 conversion notice on the back of the SecuritiesSecurity and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the conversion date (the "Conversion ---------- Date");" provided no Conversion Date can occur after a Conversion Termination Date. Within two Business Days following As soon as practicable after the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stock, the Company shall deliver to the Holder no later than the seventh Business Day following the through a Conversion Date Agent a certificate for the number of full whole shares of Common Stock issuable upon the conversion conversion, the Additional Conversion Payment, the Make-Whole Payment, if any, and cash in lieu of any fractional share determined shares pursuant to Section 10.034.4. Except as provided in Section 10.01, if the Company shall have notified the Holder that such Security shall be paid in cash, the Company shall deliver Anything herein to the Holder surrendering such Security contrary notwithstanding, in the amount case of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01Global Securities, the Company conversion notices may not change its election with respect to the consideration to be delivered upon and such Securities may be surrendered for conversion of a Security once the Company has notified the Holder in accordance with this paragraphthe Applicable Procedures as in effect from time to time. The person in whose name the Common Stock certificate is registered shall be treated as deemed to be a stockholder of record on and after the Conversion Date; provided, however, -------- ------- that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided provided, further, that such conversion shall be at the Conversion Rate in effect -------- ------- on the date that such Security shall have been surrendered for conversion, Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a SecuritySecurity (to the extent that a Conversion Termination has not occurred pursuant to the provisions of Section 4.2 of this Indenture) and beginning on the Conversion Date, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facility. No payment or adjustment will be made for dividends or distributions on any shares of Common Stock except as provided in this Article X. On issued upon conversion of a Security, Security (to the extent that portion a Conversion Termination has not occurred pursuant to the provisions of accrued Original Issue Discount Section 4.2 of this Indenture). Securities so surrendered for conversion (to the extent that a Conversion Termination has not occurred pursuant to the provisions of Section 4.2 of this Indenture) (in whole or interest, if the Company has exercised its option provided for in Section 12.01part) attributable to during the period from the Issue Date (or, if the Company has exercised the option provided for in Section 12.01, the later close of (x) the business on any regular interest payment record date of such exercise and (y) the date on which interest was last paid) to the Conversion Date with respect to opening of business on the converted Security shall not be cancelled, extinguished next succeeding interest payment date (excluding Securities or forfeited, but rather shall be deemed to be paid in full to the Holder portions thereof through delivery of the Common Stock in exchange called for the Security being converted pursuant to the terms hereof, and the fair market value of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted redemption pursuant to the provisions of Article 3 of this Indenture or for which the Company has delivered a Conversion Termination Notice pursuant to Section 4.2 of this Indenture) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such interest payment date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company and Section 4.2 hereof. Except as otherwise provided in this Section 4.3, no payment or adjustment will be made for accrued interest on a converted Security. Subject to Section 4.2 hereof, nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on an interest payment record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If the a Holder converts more than one Security at the same timetime (to the extent that a Conversion Termination has not occurred pursuant to the provisions of Section 4.2 of this Indenture), the number of shares of Common Stock issuable upon the conversion shall be computed based on the total Principal Amount aggregate principal amount of the Securities converted. Upon surrender of a Security that is converted in partpart (to the extent that a Conversion Termination has not occurred pursuant to the provisions of Section 4.2 of this Indenture), the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in Principal Amount principal amount to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. To convert a Security a Holder must -------------------- satisfy the requirements in paragraph 8 9 of the Securities. The date on which the Holder satisfies all those requirements is the conversion date (the "Conversion ---------- Date"). Within two Business Days following As soon as practicable after the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stock, the Company shall deliver to the Holder no later than the seventh Business Day following the Conversion Date a certificate for the number of full shares of Class A Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 10.03. Except as provided in Section 10.01, if the Company shall have notified the Holder that such Security shall be paid in cash, the Company shall deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraph11.03. The person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, -------- ------- that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Class A Common Stock upon such conversion as the record holder or holders of such shares of Class A Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Class A Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, further that such conversion shall be at the Conversion Rate in effect -------- ------- on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facility. No payment or adjustment will be made for dividends on or other distribution with respect to any Class A Common Stock except as provided in this Article X. 11. On conversion of a Security, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 12.01) attributable to the period from the Issue Date (or, if of the Company has exercised the option provided for in Section 12.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) Security to the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock in exchange for the Security being converted pursuant to the terms hereof, and the fair market value of such Class A Common Stock (together with any the cash payment payment, if any, in lieu of fractional shares of Common Stockshares) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the number of shares of Class A Common Stock issuable upon the conversion shall be computed based on the total Principal Amount of the Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in Principal Amount to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the a Conversion Agent is located, the Security may be surrendered to such that Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. To convert a Security Note, a Holder must -------------------- satisfy the requirements set forth in paragraph 8 Paragraph 6 of the SecuritiesNotes. The date first Business Day on which the Holder satisfies all those requirements and delivers an irrevocable conversion notice together with such Holder’s Notes for conversion is the conversion date (the "“Conversion ---------- Date"”). Within two Business Days following the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stock, the Company shall deliver to the Holder no later than the seventh Business Day following the Conversion Date a certificate for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 10.03. Except as provided in Section 10.01, if the Company shall have notified the Holder that such Security shall be paid in cash, the Company shall deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraph. The person Person in whose name the certificate is registered shall be treated as a stockholder shareholder of record as of the Close of Business on and after the Conversion Date; provided, however, -------- ------- that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, that such conversion shall be at the Conversion Rate in effect -------- ------- on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityNote in its entirety, such person Person shall no longer be a Holder of such Security. Holders may surrender a Security Note surrendered for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facilityconversion. No payment or adjustment will be made for dividends on on, or other distributions with respect to, any shares of Common Stock except as provided in this Article X. On 4. Upon conversion of a SecurityNote, that portion of accrued Original Issue Discount and unpaid interest (or interestincluding Additional Interest), if the Company has exercised its option provided for in Section 12.01) attributable to the period from the Issue Date (orany, if the Company has exercised the option provided for in Section 12.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) to through the Conversion Date with respect to the converted Security Note shall not be cancelled, extinguished or forfeited, but rather rather, subject to the provisions in Paragraph 1 of the Notes, shall be deemed to be paid in full to the Holder thereof through delivery shares of the Common Stock in exchange for the Security being converted pursuant to the terms hereof, and the fair market value of such Common Stock (together with any the cash payment payment, if any, in lieu of fractional shares of Common Stockshares) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security Note being converted pursuant to the provisions hereof. The Company will not adjust the Conversion Rate to account for accrued interest, if any. Holders of Notes on the Close of Business on a regular Record Date will receive payment of interest on the corresponding Interest Payment Date notwithstanding the conversion of such Notes at any time after the Close of Business on such regular Record Date. If the last day on which a Note may be converted is not a Business Day, the Note may be surrendered on the next succeeding Business Day. If the Holder converts more than one Security Note at the same time, the number of shares of Common Stock issuable upon the conversion and the amount of any cash paid in lieu of fractional shares shall be computed based on the total Principal Amount principal amount of the Securities Notes converted. Upon surrender of a Security Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security Note in an authorized denomination equal in Principal Amount principal amount to the unconverted portion of the Security Note surrendered. If , or in the last day on which case of a Security may be converted is a Legal Holiday in a place where the Conversion Agent is locatedGlobal Note, the Security may be surrendered Company shall instruct the Registrar to decrease such Conversion Agent on Global Note by the next succeeding day that is not a Legal Holidayprincipal amount of the converted portion of the Note surrendered.

Conversion Procedure. To convert a Security Security, a Holder must -------------------- satisfy the requirements in paragraph 8 of the SecuritiesSecurities and (i) complete and manually sign the conversion notice on the back of the Security and deliver such notice to the Conversion Agent, (ii) surrender the Security to the Conversion Agent, (iii) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (iv) pay any transfer or other tax, if required by Section 10.04 and (v) if the Security is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary's book-entry conversion programs. The date on which the Holder satisfies all those of the foregoing requirements is the conversion date (the "Conversion ---------- Date"). Within two Business Days following As soon as practicable after the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stock, the Company shall deliver to the Holder no later than the seventh Business Day following through the Conversion Date Agent either (i) a certificate for or (ii) a book-entry notation of the number of full whole shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined shares pursuant to Section 10.03. Except as provided 10.05; provided, however, that in the event of a Principal Value Conversion referred to below in this Section 10.01, if the Company shall have notified the Holder that such Security shall be paid in cash10.02, the Company shall deliver to the Holder surrendering through the Conversion Agent such Security cash and/or Common Stock as shall be specified in the amount of cash payable with respect Principal Value Conversion Notice pertaining to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraphPrincipal Value Conversion. The person in whose name the certificate is registered shall be treated as deemed to be a stockholder of record on and after the Conversion Date; provided, however, -------- ------- that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided provided, further, that such conversion shall be at the Conversion Rate Price in effect -------- ------- on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facility. No payment or adjustment will be made for accrued interest, if any (including contingent interest, if any), or Liquidated Damages, if any, on a converted Security or for dividends or distributions on any shares of Common Stock except as provided in this Article X. On issued upon conversion of a SecuritySecurity (provided that the shares of Common Stock received upon conversion of Securities shall continue to accrue Liquidated Damages, that portion of as applicable, in accordance with the Registration Rights Agreement and shall be entitled to receive, at the next interest payment date, any accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 12.01) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 12.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) to the Conversion Date unpaid Liquidated Damages with respect to the converted Securities), but if any Holder surrenders a Security for conversion between the record date for the payment of an installment of interest and the next interest payment date, then, notwithstanding such conversion, the interest (including contingent interest, if any) or Liquidated Damages, if any, payable on such interest payment date shall be paid to the Holder of such Security on such record date. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of a check payable to the Conversion Agent in an amount equal to the interest (including contingent interest, if any) or Liquidated Damages, if any, payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be cancelledconverted; provided, extinguished or forfeitedhowever, but rather that no such check shall be deemed to be paid required if such Security has been called for redemption on a Redemption Date within the period between and including such record date and such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in full to the Holder thereof through delivery payment of the Common Stock in exchange for the Security being converted pursuant to the terms hereofinterest (including contingent interest, and the fair market value of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stockif any) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balanceor Liquidated Damages, if any, of payable on the interest payment date, the Conversion Agent shall repay such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant funds to the provisions hereofHolder. If the a Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be computed based on the total Principal Amount aggregate principal amount of the Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in Principal Amount principal amount to the unconverted portion of the Security surrendered. If on the last day on which Trading Day immediately prior to the date of conversion of a Security pursuant to the 95% Trading Condition the Closing Price per share of Common Stock is greater than the Conversion Price, the Company may be converted elect to pay to the Holder of such Security, in lieu of issuance of Conversion Shares based on the Conversion Price, cash or Common Stock or a combination of cash and Common Stock, at the Company's option, with a value equal to the principal amount of the Security surrendered for conversion as of such Conversion Date (a "Principal Value Conversion"). The Company shall notify the surrendering Holder of any Security whose conversion is a Legal Holiday Principal Value Conversion and the Trustee (such notice being a "Principal Value Conversion Notice") of such Principal Value Conversion by the second Trading Day following the Conversion Date for such conversion whether the Company shall pay to such Holder all or a portion of the principal amount of such Security in cash, Common Stock or a combination of cash and Common Stock and, if a combination, the percentages of the principal amount in respect of which it will pay in cash or Common Stock. The Company may not change its election with respect to the consideration (or components or percentages of components thereof) to be paid upon a Principal Value Conversion once the Company has given its Principal Value Conversion Notice to the Holder surrendering such Security whose conversion is a Principal Value Conversion. Any Common Stock to be delivered upon a Principal Value Conversion shall be valued at the greater of (x) the Conversion Price on the Conversion Date for such conversion and (y) the Closing Price per share of Common Stock on the third Trading Day after such Conversion Date. The Company shall pay any portion of the principal amount to be paid in cash in a place where Principal Value Conversion on the third Trading Day after the Conversion Agent is locatedDate for such conversion. With respect to any portion of the principal amount to be paid in Common Stock in a Principal Value Conversion, the Company shall deliver the Common Stock to the Holder of the Security may be surrendered to for conversion in such Principal Value Conversion Agent on the next succeeding day that is not a Legal Holidayfourth Trading Day following the Conversion Date for such conversion.

Conversion Procedure. To convert a Security Note, a Holder must -------------------- satisfy (a) complete and manually sign the requirements in paragraph 8 conversion notice on the back of the SecuritiesNote or facsimile of the conversion notice and deliver such notice to a Conversion Agent, (b) surrender the Note to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any funds related to interest, if required to be paid by such Holder under this Section 13.02 and pay any transfer or similar tax, if required to be paid by such Holder under Section 13.04. The date on which the Holder satisfies all of those requirements is the conversion date (the "“Conversion ---------- Date"). Within two Business Days following .” As soon as reasonably practicable after the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stock, the Company Issuer shall deliver to the Holder no later than the seventh Business Day following the through a Conversion Date Agent a certificate for the number of full whole shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined shares pursuant to Section 10.0313.03. Except as provided in Section 10.01, if the Company shall have notified the Holder that such Security shall be paid in cash, the Company shall deliver Anything herein to the Holder surrendering such Security contrary notwithstanding, in the amount case of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01Global Notes, the Company conversion notices may not change its election with respect to the consideration to be delivered upon and such Notes may be surrendered for conversion of a Security once the Company has notified the Holder in accordance with this paragraphthe Applicable Procedures as in effect from time to time. The person in whose name the Common Stock certificate is registered shall be treated as deemed to be a stockholder of record on and after the Conversion Date; provided, however, -------- ------- that no surrender of a Security Note on any date when the stock transfer books of the Company Issuer shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided provided, further, that such conversion shall be at the Conversion Rate Price in effect -------- ------- on the date that such Security shall have been surrendered for conversion, Conversion Date as if the stock transfer books of the Company Issuer had not been closed. Upon conversion of a SecurityNote, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facilityNote. No payment or adjustment will be made for dividends or distributions on any shares of Common Stock except as provided in this Article X. On issued upon conversion of a Security, that portion of accrued Original Issue Discount Note. Notes so surrendered for conversion (in whole or interest, if the Company has exercised its option provided for in Section 12.01part) attributable to during the period from the Issue Date (orclose of business on any regular record date to the opening of business on the next succeeding interest payment date shall also be accompanied by payment in funds acceptable to the Issuer of an amount equal to the interest payable on such interest payment date on the principal amount of such Note then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Note, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Issuer; provided, however, that if the Company has exercised Issuer specifies a Change of Control Payment Date during the option provided for in Section 12.01period that is after the record date but prior to the corresponding interest payment date, and such Holder elects to convert those Notes, the later of (x) the date of Holder will not be required to pay such exercise and (y) the date on which interest was last paid) funds to the Conversion Date with respect to Issuer at the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to time the Holder thereof through delivery of the Common Stock surrenders those Notes for conversion. Except as otherwise provided in exchange this Section 13.02, no payment or adjustment will be made for the Security being converted pursuant to the terms hereof, accrued and the fair market value of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balanceunpaid interest, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being on a converted pursuant to the provisions hereofNote. If the Holder converts more than one Security at Issuer defaults in the same timepayment of accrued and unpaid interest, if any, payable on such interest payment date, the number of shares of Common Stock issuable upon the conversion Issuer shall be computed based on the total Principal Amount of the Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in Principal Amount to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered promptly repay such funds to such Conversion Agent on the next succeeding day that is not a Legal HolidayHolder.

Conversion Procedure. To convert a Security LYON a Holder must -------------------- satisfy the requirements in paragraph 8 of the SecuritiesLYONx. The Xxe date on which the Holder satisfies all those requirements is the conversion date (the "Conversion ---------- Date"). Within two Business Days following As soon as practicable after the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stock, the Company shall deliver to the Holder no later than the seventh Business Day following the Conversion Date a certificate for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 10.0314.3 of the Indenture. Except as provided in Section 10.01, if the The Company shall have notified determine such full number of shares and the Holder that such Security shall be paid in cash, amounts of the Company shall deliver to the Holder surrendering such Security the amount of required cash payable with respect to any fractional share, and shall set forth such Security on the fifth Business Day following such Conversion Date. Except as provided information in Section 10.01, the Company may not change its election with respect a certificate delivered to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraphConversion Agent. The person Person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, -------- ------- that no surrender of a Security LYON on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, that such conversion shall be at the Conversion Rate in effect -------- ------- on the date that such Security LYON shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityLYON, such person Person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facilityLYON. No payment or adjustment will be made for dividends on on, or other distributions with respect to, any Common Stock except as provided in this Article X. Five. On conversion of a SecurityLYON, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 12.01701) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 12.01701, the later of (x) the date of such exercise and (y) the date on which interest was last paid) to of the LYON through the Conversion Date with respect to the converted Security LYON shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security LYON being converted pursuant to the terms provisions hereof, ; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares of Common Stockshares) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 701) accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security LYON being converted pursuant to the provisions hereof. If the Holder converts more than one Security LYON at the same time, the number of shares of Common Stock issuable upon the conversion shall be computed based on the total Principal Amount at Maturity of the Securities convertedLYONx xxxverted. If the last day on which a LYON may be converted is a day other than a Business Day (a "Legal Holiday"), the LYON may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of a Security LYON that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security LYON in an authorized denomination equal in Principal Amount at Maturity to the unconverted portion of the Security LYON surrendered. If All shares of Common Stock delivered upon conversion of the last day on which a Security may LYONx xxxll be converted is a Legal Holiday in a place where the Conversion Agent is locatednewly issued shares or treasury shares, the Security may shall be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holidayduly and validly issued and fully paid and nonassessable and shall be free from preemptive rights and free of any lien or adverse claim.

Conversion Procedure. To convert a Security Security, a Holder must -------------------- satisfy (a) complete and manually sign the requirements in paragraph 8 conversion notice on the back of the SecuritiesSecurity and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the conversion date (the "Conversion ---------- Date"). Within two Business Days following As soon as practicable after the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares Common Stock, the Company shall deliver to the Holder no later than the seventh Business Day following the through a Conversion Date Agent a certificate for the number of full whole shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined shares pursuant to Section 10.035.03. Except as provided in Section 10.01, if the Company shall have notified the Holder that such Security shall be paid in cash, the Company shall deliver Anything herein to the Holder surrendering such Security contrary notwithstanding, in the amount case of cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 10.01Global Securities, the Company conversion notices may not change its election with respect to the consideration to be delivered upon and such Securities may be surrendered for conversion of a Security once the Company has notified the Holder in accordance with this paragraphthe Applicable Procedures as in effect from time to time. The person in whose name the Common Stock certificate is registered shall be treated as deemed to be a stockholder of record on and after the Conversion Date; provided, however, -------- ------- that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, however, that such conversion shall be at the Conversion Rate Price in effect -------- ------- on the date that such Security shall have been surrendered for conversion, Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facility. No payment or adjustment will be made for dividends or distributions on any shares of Common Stock except as provided in this Article X. On issued upon conversion of a Security, that portion of accrued Original Issue Discount . Securities so surrendered for conversion (in whole or interest, if the Company has exercised its option provided for in Section 12.01part) attributable to during the period from the Issue Date close of business on any regular record date to the opening of business on the next succeeding interest payment date (orexcluding Securities or portions thereof which are either (i) called for redemption or (ii) subject to purchase following a Change in Control, in either case, on a date during the period beginning at the close of business on a regular record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company has exercised in an amount equal to the option provided for in Section 12.01, interest payable on such interest payment date on the later of (x) the date principal amount of such exercise Security then being converted, and (y) the date on which such interest was last paid) to the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed payable to be paid in full to such registered Holder notwithstanding the Holder thereof through delivery of the Common Stock in exchange for the Security being converted pursuant to the terms hereof, and the fair market value conversion of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issuedSecurity, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant subject to the provisions hereofof this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this Section 5.02, no payment or adjustment will be made for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be computed based on the total Principal Amount aggregate principal amount of the Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in Principal Amount principal amount to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.